TIDMBKY
RNS Number : 6993T
Berkeley Resources Limited
01 October 2010
BERKELEY RESOURCES LIMITED
ANNUAL FINANCIAL REPORT
30 JUNE 2010
ABN 40 052 468 569
CORPORATE DIRECTORY
+-----------------------------------+------------------------------+
| Directors | Bankers |
| Dr Robert Hawley - Chairman | Australia and New Zealand |
| Mr Ian Stalker - Managing | Banking Group Ltd |
| Director | 77 St Georges Terrace |
| Mr Scott Yelland - Executive | Perth WA 6000 |
| Director | Share Registry |
| Señor Jose Ramon Esteruelas - Non | Australia |
| Executive | Computershare Investor |
| Mr Sean James - Non Executive | Services Pty Ltd |
| Dr James Ross - Non Executive | Level 2 |
| Mr Matthew Syme - Non Executive | 45 St Georges Terrace |
| Company Secretary | Perth WA 6000 |
| Mr Sam Middlemas | Telephone: +61 8 9323 2000 |
| Registered Office | Facsimile: +61 8 9323 |
| Level 2, 91 Havelock Street | 2033 |
| West Perth WA 6005 | |
| Australia | United Kingdom |
| Telephone: +61 8 9214 7585 | Computershare Investor |
| Facsimile: +61 8 9214 7575 | Services Plc |
| Spanish Office | PO Box 82 |
| Berkeley Minera Espana, S.A. | The Pavillions |
| Carretera de Madrid, 13-1a | Bridgwater Road |
| Santa Marta de Tormes | Bristol BS99 7NH |
| 37900 - Salamanca | Telephone: +44 870 889 |
| Spain | 3105 |
| Telephone: +34 923 193903 | Stock Exchange Listings |
| Website | Australia |
| www.berkeleyresources.com.au | Australian Securities |
| Email | Exchange Limited |
| info@berkeleyresources.com.au | Home Branch - Perth |
| Auditor | 2 The Esplanade |
| Stantons International | Perth WA 6000 |
| Level 1 | |
| 1 Havelock Street | United Kingdom |
| West Perth WA 6005 | London Stock Exchange - AIM |
| Solicitors | 10 Paternoster Square |
| Hardy Bowen Lawyers | London EC4M 7LS |
| Level 1, 28 Ord Street | ASX/AIM Code |
| West Perth WA 6005 | BKY - Fully paid ordinary |
| | shares |
| | BKYO - $0.75 Listed options |
| | (ASX only) |
| | Nominated Advisor and Broker |
| | RBC Capital Markets |
| | 71 Queen Victoria Street |
| | London EC4V 4DE |
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| | |
+-----------------------------------+------------------------------+
CONTENTS
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| Directors' Report | 3-20 |
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| Statement of Comprehensive Income | 21 |
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| Statement of Financial Position | 22 |
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| Statement of Cash Flows | 23 |
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| Statement of Changes in Equity | 24 |
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The following sections are available in the full version of the Annual Financial
Report on Berkeley Resources Limited's website:
www.berkeleyresources.com.au
Notes to the Financial Statements
Directors' Declaration
Auditor's independence Declaration
Independent Auditor's Report
DIRECTORS' REPORT
The Directors of Berkeley Resources Limited submit their report on the
Consolidated Entity consisting of Berkeley Resources Limited ("Company" or
"Berkeley" or "Parent") and the entities it controlled at the end of, or during,
the year ended 30 June 2010 ("Consolidated Entity" or "Group").
DIRECTORS
The names of Directors in office at any time during the financial year or since
the end of the financial year are:
Dr Robert Hawley - Chairman
Mr Ian Stalker - Managing Director (appointed 30 November 2009)
Mr Scott Yelland - Executive Director
Señor Jose Ramon Esteruelas
Mr Sean James
Dr James Ross
Mr Matthew Syme
Mr Stephen Dattels - appointed 15 May 2009, resigned 14 September 2009
Unless otherwise disclosed, Directors held their office from 1 July 2009 until
the date of this report.
CURRENT DIRECTORS AND OFFICERS
Robert Hawley
Non-Executive Chairman
Qualifications - CBE, DSc, FRSE, FREng, Hon FIET, FIMechEng, FInstP
Dr Hawley is based in London and has extensive technical qualifications and
substantial expertise in the nuclear energy industry as well as broader public
company management. He was Chief Executive of British Energy Plc from 1995 to
1997, Chief Executive of Nuclear Electric Plc from 1992 to 1996 and prior to
this enjoyed a long career in senior engineering and management positions with
CA Parsons & Co Ltd, Northern Engineering Industries Plc and Rolls-Royce Plc. Dr
Hawley has been Managing Director of CA Parsons & Co Ltd, Managing Director of
Northern Engineering Industries Plc, a Director of Rolls-Royce Plc, Chairman of
Taylor Woodrow Plc, an Advisor Director of HSBC Bank Plc and a Director of Colt
Telecom Group Ltd, Rutland Trust Plc and Carron Acquisition Co Ltd. He is
presently a Director of Lister Petter Investment Holdings Ltd. He was awarded
the CBE in 1997 for services to the Energy Industry and to Engineering.
Dr Hawley's experience in managing Nuclear Electric Plc, the largest nuclear
generator in the United Kingdom, and British Energy Plc, the United Kingdom's
leading electricity supplier, gives him a unique understanding of the nuclear
generation sector in Europe and he is acknowledged as an international expert on
power generation and energy.
During the three year period to the end of the financial year, Dr Hawley has
held directorships in Rutland Trust Plc (September 2000 - July 2007), Colt
Telecom Group Ltd (August 1998 - July 2009), Carron Acquisition Co Ltd (April
2006 - March 2009) and Lister Petter Investment Holdings Ltd (September 2006 -
present).
Dr Hawley was appointed a Director of Berkeley Resources Limited on 20 April
2006.
Ian Stalker
Managing Director (appointed 30 November 2009)
Qualifications - BSc (Chemical Engineering)
Mr Ian Stalker is a chemical engineer, with an outstanding history in developing
and managing a number of mining projects around the world over the past 35
years. He has considerable experience in the uranium sector and in mining
operations in Spain and has successfully managed eight mining projects
throughout the world through feasibility study, development and construction
phases.
Mr Stalker was the Chief Executive Officer of UraMin, a London and Toronto
listed Uranium Company from November 2005 until its acquisition by Areva in
August 2007 for US $2.5 billion, and was subsequently CEO of Niger Uranium Ltd
an AIM listed Company from 2008-2010. Prior to joining UraMin, Mr Stalker was
at Gold Fields Ltd, the world's fourth largest gold producer. At Gold Fields,
he managed the company's PGE project in
CURRENT DIRECTORS AND OFFICERS (Continued)
Finland starting in 2001 and eventually became a Vice President and was
responsible for all of the company's projects in Australia and Europe in 2004.
Prior to Gold Fields, Mr Stalker worked at Lycopodium, an engineering, mining
and metallurgical consultancy company, where he was responsible for new business
in Africa and also managed projects around the world. From 1998 to 2000, Mr
Stalker worked as a consultant on various projects located in Africa, including
the Langer Heinrich uranium project in Namibia. He has also worked as a
managing director at Ashanti Goldfields Company Limited and has previously been
employed by Caledonia Mining Corporation, AGC Ltd and Zambia Consolidated Copper
Mines Ltd.
Mr Stalker is a non-executive director of Vatukoula Gold Mines plc, which
is listed on the AIM market of the London Stock Exchange, UrAmerica Limited, a
private company with uranium exploration projects in Argentina, Paraguay and
Colombia, and Brazilian Gold, a Toronto listed Gold Exploration Company.
Mr Stalker commenced his appointment as Managing Director and Chief Executive
Officer on 30 November 2009.
Scott Yelland
Chief Operating Officer / Executive Director
Qualifications - MSc CEng FIMMM
Mr Yelland is a mining engineer with over 25 years in the mining industry and
has a Masters degree in Mining Engineering from the Camborne School of Mines. He
is a Chartered Engineer and Fellow of the Institute of Mining, Minerals and
Materials.
Mr Yelland's experience as a mining engineer includes senior appointments in
Russia, Australia, Spain, South America and Africa. Prior to joining Berkeley in
April 2007, he was most recently COO of Highland Gold, a leading gold producer
in Russia, and has held senior management positions with Rio Tinto in Brazil and
Australia and Kinross in Russia and spent 4 years as Mines Manager of Navan
Resources in Spain.
Mr Yelland joined Berkeley in April 2007 as the Group's Chief Operating Officer
and was appointed a Director of Berkeley Resources Limited on 1 February 2008.
Mr Yelland has not held any other directorships of listed companies in the last
three years.
Jose Ramon Esteruelas
Non-Executive Director
Qualifications - Economics Degree, Law Degree, Diploma of Business
Administration
Señor Esteruelas is an economist with vast experience in the managerial field
whose senior executive roles have included Director General of Correos y
Telegrafos (the Spanish postal service), Chief Executive Officer of Compania
Espanola de Tabaco en Rama S.A., (the leading tobacco company in Spain) and
Executive Chairman of Minas de Almaden y Arrayanes SA (formerly the world's
largest mercury producer).
Señor Esteruelas was appointed a Director of Berkeley Resources Limited on 16
November 2006. Señor Esteruelas has not held any other directorships of listed
companies in the last three years.
Sean James
Non-Executive Director
Qualifications - BSc. (Hons.)
Mr James is a mining engineer and was formerly the Managing Director of the
Rossing Uranium Mine in Namibia which is the world's largest low grade, open pit
uranium mine. After 16 years at Rossing, he returned to London as a Group Mining
Executive at Rio Tinto Plc in London.
Mr James' experience in managing the Rossing mine is ideally suited for the type
of uranium mining operations the Company aims to develop in the Iberian
Peninsula.
Mr James was appointed a Director of Berkeley Resources Limited on 28 July 2006.
Mr James has not held any other directorships of listed companies in the last
three years.
CURRENT DIRECTORS AND OFFICERS (Continued)
James Ross AM
Technical Director
Qualifications - B.Sc. (Hons.), Hon.DSc (W.Aust and Curtin), PhD, FAusIMM, FAICD
Dr Ross is a leading international geologist whose technical qualifications
include an honours degree in Geology at UWA and a PhD in Economic Geology from
UC Berkeley. He first worked with Western Mining Corporation Limited for 25
years, where he held senior positions in exploration, mining and research.
Subsequent appointments have been at the level of Executive Director, Managing
Director and Chairman in a number of small listed companies in exploration,
mining, geophysical technologies, renewable energy and timber. His considerable
international experience in exploration and mining includes South America,
Africa, South East Asia and the Western Pacific.
Dr Ross is a Director of Kimberley Foundation Australia Inc, and chairs its
Science Advisory Council. He also chairs the Boards of a geoscience research
centre and two foundations concerned with geoscience education in Western
Australia.
He was appointed a Director of Berkeley Resources Limited on 4 February 2005 and
has not been a Director of another listed company in the three years prior to
the end of the financial year.
Matthew Syme
Non Executive Director
Qualifications - B.Com, CA
Mr Syme is a Chartered Accountant and has over 20 years experience as a senior
executive of a number of companies in the Australian resources and media
sectors. He was a Manager in a major international Chartered Accounting firm
before spending 3 years as an equities analyst in a large stockbroking firm. He
was then Chief Financial Officer of Pacmin Mining Limited, a successful
Australian gold mining company, as well as a number of other resources
companies.
Mr Syme was appointed a Director of Berkeley Resources Limited on 27 August
2004, and was the Managing Director of the Company until the appointment of Mr
Stalker in November 2009. Mr Syme continues on the Board as a Non Executive
Director.
During the three year period to the end of the financial year, the only other
listed company board that Mr Syme held was as the Managing Director of Sierra
Mining Limited (appointed 1 July 2010 - present).
Mr Robert Samuel (Sam) Middlemas
Company Secretary
Qualifications - B.Com, CA, Grad. Dip Acc
Mr Middlemas isa Chartered Accountant with more than 15 years experience in
various financial roles with a number of listed public companies operating in
the resource sector. He is the principal of a corporate advisory company which
provides financial and company secretarial services specialising in capital
raisings and initial public offerings. Previously Mr Middlemas worked for an
international accountancy firm. His fields of expertise include corporate
secretarial practice, financial and management reporting in the mining industry,
treasury and cash flow management and corporate governance. Mr Middlemas was
appointed Company Secretary on 1 July 2010 replacing Mr Clint McGhie.
PRINCIPAL ACTIVITIES
The principal activities of the Consolidated Entity during the year consisted of
mineral exploration. There was no significant change in the nature of those
activities.
EMPLOYEES
+------------------------------------------+----------+----------+
| | 2010 | 2009 |
+------------------------------------------+----------+----------+
| The number of full time equivalent | 37 | 15 |
| people employed by the Consolidated | | |
| Entity at balance date | | |
+------------------------------------------+----------+----------+
DIVIDENDS
No dividends have been declared, provided for or paid in respect of the
financial year ended 30 June 2010 (2009: nil).
EARNINGS PER SHARE
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| | 2010 | 2009 |
| | Cents | Cents |
+------------------------------------------+----------+----------+
| Basic loss per share | (11.08) | (9.47) |
+------------------------------------------+----------+----------+
| Diluted loss per share | (11.08) | (9.47) |
+------------------------------------------+----------+----------+
CORPORATE STRUCTURE
Berkeley Resources Limited is a company limited by shares that is incorporated
and domiciled in Australia. The Company has prepared a consolidated financial
report including the entities it acquired and controlled during the financial
year.
CONSOLIDATED RESULTS
+------------------------------------------+--------------+--------------+
| | 2010 | 2009 |
| | $ | $ |
+------------------------------------------+--------------+--------------+
| Loss of the Consolidated Entity before | (14,240,676) | (10,013,948) |
| income tax expense | | |
+------------------------------------------+--------------+--------------+
| Income tax expense | - | - |
+------------------------------------------+--------------+--------------+
| Net loss | (14,240,676) | (10,013,948) |
+------------------------------------------+--------------+--------------+
| Net loss attributable to minority | - | 4,742 |
| interest | | |
+------------------------------------------+--------------+--------------+
| Net loss attributable to members of | (14,240,676) | (10,009,206) |
| Berkeley Resources Limited | | |
+------------------------------------------+--------------+--------------+
REVIEW OF OPERATIONS AND ACTIVITIES
The year ending June 2010 has been a very significant period in the history of
Berkeley with the company growing from a small uranium exploration company with
26.1 Mlbs of U3O8 Mineral Resources to a mid size near term uranium producer
with over 83Mlbs(i) of JORC compliant U3O8 Mineral Resources..
The Company has undertaken a number of drilling programs during the year whilst
progressing the Feasibility Study on the Salamanca Uranium Project (SUP), Phase
One is scheduled to be completed by the end of 2010 and the second phase by the
middle of 2011.
Sustainable Development - Health, Safety, Environment and Community
Sustainable Development, including environmental responsibility, radiological
protection and community awareness, engagement and support are paramount
considerations for Berkeley. As a result, Berkeley has established a strong
Health Safety Environment & Community (HSEC) team supported by the consultants
Golder Associates, Ingemisa SA, Aquaterra, Salamanca University and Paulka
Radiation & Environment.
(i) Berkeley has agreed to acquire 90% of the ENUSA State Reserves and any
deposits therein by, inter alia, completing a feasibility study and paying EUR20m
to ENUSA. For full details of the Agreement, see Berkeley's ASX announcement
dated 10 December 2008
REVIEW OF OPERATIONS AND ACTIVITIES (Continued)
Salamanca Uranium Project
The Salamanca Uranium Project (SUP) incorporates the Aguila Area deposits
(Sageras, Palacios and Majuelos) and the nearby Quercus Processing Plant as well
as the more distant deposits at Alameda, Villar and Retortillo.
Berkeley's Feasibility Study is progressing in 2 separate phases:
1. Phase 1 is focusing on a tank leach scenario with a production rate of
2.1 Mlbs (0.95 Kt) of U3O8 per annum using the Palacios North, Sageras and
Alameda South deposits as the initial feed to the Quercus Plant.
2. Phase 2 is concentrating on increasing the production rate up to 5 Mlbs
(2.3 Kt) of U3O8 per annum by establishing heap leach operations at the various
satellite deposits.
The first quarter of the 2009/2010 year was taken up with a comprehensive review
and assessment of the historical data in order to gain a better understanding of
the various uranium deposits and to provide additional confidence in the quality
of the historical data supplied by ENUSA. This work culminated in commencement
of a confirmatory diamond drilling program in October 2009 at the Palacios,
Sageras and Alameda South deposits, which was completed in March 2010, prior to
estimation of the State Reserve Mineral Resources. Final Mineral Resource
Estimates for the Feasibility Study, which are intended to upgrade resource
categories, will be available later in 2010 after an infill RC drilling program
has been completed.
Palacios Deposit
During the year, Berkeley drilled 15 diamond drill holes in a series of
traverses designed to confirm the historical drilling data. All holes
intersected strong mineralisation consistent with the historical data. An
initial Mineral Resource Estimate was announced in February 2010 for the
Palacios North deposit consisting of 4.2 Mt at 508 ppm for a total of 4.7 Mlbs
(2.1 Kt) U3O8, with approximately 90% in the Measured and Indicated categories.
The Palacios South deposit was estimated at 2.2 Mt at 328 ppm for 1.6 Mlbs (0.73
Kt) U3O8 and is all in the Inferred category because of the wider drill spacing
and lack of confirmatory drilling.
Sageras Deposit
Berkeley completed a confirmatory diamond drilling program consisting of 21
holes in a series of traverses across the deposit. The detailed results were
announced in February 2010 with all of the Berkeley holes intersecting
mineralisation consistent with the historical data. An initial Mineral Resource
Estimate was announced in February 2010 consisting of 9.7 Mt at 400 ppm for 8.6
Mlbs (3.9 Kt) U3O8, including 71% in the Measured and Indicated categories.
An infill RC drilling program consisting of 46 holes was completed in July and
it is anticipated that the majority of the Inferred Resource will be upgraded to
Indicated and Measured in the next Mineral Resource Estimate scheduled to be
announced in the September quarter. In addition, re-probing of historical holes
has continued throughout the year and the results are continuing to provide
increased confidence in the historical e-grades.
Majuelos Deposit
The Majuelos deposit encompasses two areas: remnant resources lying below the
restored Mina Fe open pit and drilled on a 10m x 10m grid; and a separate zone
to the east of the restored pit drilled on a 50m x 50m spacing. Total Mineral
Resources have been estimated at 6.4 Mt at 411 ppm for 5.8 Mlbs (2.6 Kt) U3O8,
all in the Inferred category.
Alameda South
Berkeley completed a confirmatory diamond drilling program consisting of 19
holes in a series of traverses across the deposit. The detailed results were
announced in March 2010 with all of the Berkeley holes intersecting
mineralisation consistent with the historical data. An initial Mineral Resource
Estimate was completed consisting of 18.4 Mt at 458 ppm for 18.5 Mlbs (8.4 Kt)
U3O8, including 49% in the Indicated category.
REVIEW OF OPERATIONS AND ACTIVITIES (Continued)
A 30 hole RC drilling program was completed in July 2010 to test the lateral and
depth potential identified in the confirmatory diamond drill program and to
increase confidence in areas previously drilled at lower density. The results
have confirmed the current resource model and it is anticipated that the
majority of the Inferred Resource will be upgraded to Indicated and Measured
categories in an updated resource statement to be announced in the September
quarter.
Alameda North
The Alameda North deposits consist of 3 separate zones extending north from
Alameda South over a distance of 3.5 km along the granite contact. Total
Mineral Resources have been estimated at 4.1 Mt at 503 ppm for 4.5 Mlbs (2.0 Kt)
U3O8, all in the Inferred category because of the lack of confirmatory drilling
in this area. However, all of the historical drilling was undertaken at the
same time as the Alameda South historical drilling, where Berkeley has confirmed
the historical results.
Villar
The Villar Area is located 10km north of Alameda and 14km north-west of the
Quercus Plant (Figure 2). An initial Mineral Resource was announced in March
2010 consisting of 5.0 Mt at 446 ppm for 4.9 Mlbs (2.2 Kt) U3O8. The Mineral
Resource Estimate was classified as Inferred as Berkeley has not undertaken any
confirmatory drilling on this deposit. A number of Berkeley diamond holes
drilled at the nearby Barquila Prospect confirmed the historical data.
Retortillo Deposit
Berkeley commenced drilling at Retortillo in December 2006 following acquisition
and assessment of the ENUSA historical database which included 272 drill holes
defining uranium mineralisation over a strike length of 2kms. Over the next few
years, Berkeley drilled an additional 72 diamond and RC holes and announced an
initial resource in April 2007. Further drilling by Berkeley in 2007 led to the
announcement later that year of an updated Mineral Resource Estimate of 9.6 Mt
at 615 ppm for 13 Mlbs (5.9 Kt), with 38% in the Indicated category. No work
has been undertaken since the updated resource, however a large RC drilling
program is planned to commence in the September quarter to convert the Inferred
Resources into a higher category.
Santidad Deposit
A Mineral Resource of 2.9 Mlbs U3O8 was announced in November 2007 based on 87
drill holes. A further 120 diamond and reverse circulation holes were
subsequently drilled by Berkeley and an updated Mineral Resource was estimated
by independent consultants, McDonald Speijers. It increased resources by 47% to
4.6 Mt at 410 ppm for 4.2 Mlbs of U3O8 and includes about 29% in the Indicated
category.
Zona 7 Deposits
The Zona 7 deposits are located approximately 5 km north of the Santidad deposit
(Figure 7) and consist of the significant Zona 7 deposit (3.5 Mlbs at 414 ppm
U3O8) and a cluster of small deposits in close proximity (Las Carbas, Caridad
and Cristina). Berkeley carried out a large amount of drilling in this area in
2008 (5 Diamond and 178 RC holes). All the Mineral Resources are Inferred and
total 5.7 Mt at 421 ppm for 5.3 Mlbs (2.4 Kt) U3O8
Gambuta Area
The Gambuta deposit is situated approximately 140 kms to the south-east of the
Águila Area in the Cáceres Region.During 2008, Berkeley drilled 43 RC holes and
announced an inferred Mineral Resource Estimate in August 2008 of 9.2 Mlbs (4.2
Kt) U3O8. Berkeley has not undertaken any work in the Cáceres Region during the
year and it is not being considered in the current Feasibility Study. However,
further work is planned in the forthcoming year to upgrade the resource and
undertake metallurgical test work as it has the potential as a "stand alone"
heap leach operation with uranium recovery from the Quercus Plant.
REVIEW OF OPERATIONS AND ACTIVITIES (Continued)
Exploration
The 2009/2010 year has focussed on the confirmation and estimation of the State
Reserve Mineral Deposits. Exploration has involved the compilation of all the
ENUSA data and a complete review of all the historical exploration prospects as
well as a more detailed review of the near mine exploration potential. This has
highlighted some targets at Sageras and Palacios that are currently being
followed up with RC drilling.
A number of other appealing targets have been identified mainly focussing on
areas along strike from existing deposits but situated beneath Tertiary cover
where radiometrics are ineffective. This includes the area to the south of
Alameda where a review of the available geological information identified
significant cover material in areas previously mapped as outcropping basement.
Metallurgy & Processing
In December 2009 Berkeley completed the Salamanca Uranium Project Scoping Study,
which demonstrated the technical and economical viability of the project, and
initiated the start of the Phase 1 of Feasibility Study on the Project, which is
due to be completed by November 2010.
In February 2010, 2,000kg of diamond drill core was sent to the SGS
Metallurgical Laboratories in Perth, Australia to commence the comprehensive
metallurgical test work campaign supervised by Aker Solutions, Orway Mineral
Consultants and Kappes Cassiday (Perth). This was followed up with a further
9,350kg in June and July 2010.
The primary objective of this metallurgical test work is to optimise the process
conditions for treating the various uranium ore lithologies at Sageras and
Palacios in a tank leach configuration.
The results of this work will be employed in the Feasibility Study - Phase 1 and
for the re-commissioning of the Quercus Processing Plant, which has a capacity
of 2.1Mlbs (0.95 Kt) of U3O8 per annum.
A second program of testwork (Phase 2) commenced in the 3rd quarter of 2010,
designed to explore the amenability of the Sageras, Palacios and Alameda ores to
heap leaching. This work will extend into the 2nd Quarter of 2011 and will
incorporate Retortillo in the first quarter of 2011.
Mining Studies
The Salamanca uranium project scoping study completed in December 2009
identified that the mining is relatively simple, shallow open pit mining with
drill, blast, load and haul undertaken by Spanish contractors.
Following completion of the scoping study, work started immediately on the
feasibility mining studies, and following completion of Mineral Resource
Estimates in March 2010 pit optimisations were completed for various processing
and production options and operating costs were further refined following
discussions with a number of mining contractors.
Berkeley will continue to work for the interests of shareholders by pursuing our
core objective of mining uranium in Spain. The Company is very well placed to
capitalise on the solid foundations it has built to date.
The Group also continues to review other opportunities in the mining and energy
sectors in Europe and elsewhere.
The net loss of the Consolidated Entity after minority interests for the year
ended 30 June 2010 was $14,240,676 (2009: $10,009,206). This loss is largely
attributable to:
- the Consolidated Entity's accounting policy of expensing exploration and
evaluation expenditure incurred by the Consolidated Entity subsequent to the
acquisition of the rights to explore and up to the commencement of bankable
feasibility studies. During the year, exploration expenditure totalled
$10,732,103 (2009: $5,783,641); and
- the Consolidated Entity's accounting policy of expensing the value
(determined using the Binomial option pricing model) of share options granted to
Directors, employees, consultants and other advisors. The value is measured at
grant date and recognised over the period during which the option holders become
unconditionally entitled to the options. During the year, non-cash share-based
payment expenses (excluding those classified as exploration costs) totalled
$1,488,365 (2009: $2,999,115).
REVIEW OF OPERATIONS AND ACTIVITIES (Continued)
Corporate and Financial Position
During the period under review the Company made a number of appointments to
strengthen its Board and Management team as the Company advanced toward
delivering a feasibility study - phase 1 at its Salamanca Uranium project.
In November 2009 Berkeley Resources engaged Ian Stalker to become Managing
Director and Chief Executive Officer of the Company, bringing with him
considerable experience in the uranium sector and mining operations in Spain. He
has successfully managed eight mining projects throughout the world through
feasibility study, development and construction phases.
Berkeley Resources also enhanced its Management team through the appointment of
Henry Horne as Chief Financial Officer in April 2010. Mr Horne has 28 years'
experience in the mining industry and held senior management and executive
positions at mines in Namibia, South Africa, Ghana, Bulgaria, Chile and Russia
with companies including Tsumeb Corporation, Gold Fields, Kinross Gold, Navan
Mining and Highland Gold.
The Board also appointed Robert Samuel (Sam) Middlemas as Company Secretary in
June 2010 and in September 2010 announced Matthew Syme plans to resign as a
Non-executive Director of the Company with effect from the next AGM.
Berkeley Resources agreed to restructure the Company's royalty commitments to
the original founders and vendors of Berkeley's Spanish subsidiary, Minera de
Rio Alagon SL ("MRA") in December 2009. The previous royalty of 3% applied to
production from MRA properties and included an accelerating minimum cash
royalty. In order to remove some ambiguity inherent in the previous agreement,
the parties agreed to replace the previous royalty with a 1% royalty on all
Berkeley's future uranium production in Spain and Portugal, including
potentially non-MRA properties.
In January 2010 the Company also agreed to terminate the Heads of Agreement
which was entered with Areva NC in March 2006. As a consequence, any rights
previously granted to Areva for off-take or marketing of uranium production from
Berkeley's projects were terminated
Under the terms of the Cooperation Agreement entered into with ENUSA in December
2008, Berkeley will complete a Feasibility Study by the end of November 2010.
After the successful completion of the Feasibility Study Berkeley needs to
inform ENUSA of its decision to exploit. This positive decision will then
trigger the formation of NEWCO with a Berkeley and ENUSA joint venture
partnership of 90%:10%. Once NEWCO has been formed Berkeley will pay ENUSA EUR20M
whereupon the State Reserves will then be transferred to NEWCO, who will then
exploit the reserves in a joint venture with ENUSA.
According to the Cooperation Agreement, Berkeley may inform ENUSA by the end of
October 2010 to extend the decision to exploit by one further year by paying to
ENUSA EUR1M.
Business Strategies and Prospects
The Consolidated Entity currently has the following business strategies and
prospects over the medium to long term:
- to conduct studies into the feasibility of exploiting the Salamanca Uranium
Project in Spain, with the objective of restarting the mining operations by the
end of 2012
- to continue to explore its portfolio of mineral permits in Spain; and
- continue to examine new opportunities in minerals and energy exploration and
development.
Risk Management
The Board is responsible for the oversight of the Consolidated Entity's risk
management and control framework. Responsibility for control and risk management
is delegated to the appropriate level of management with the Managing Director
having ultimate responsibility to the Board for the risk management and control
framework.
Arrangements put in place by the Board to monitor risk management include
monthly reporting to the Board in respect of operations and the financial
position of the Group.
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
Other than as disclosed below, there were no significant changes in the state of
affairs of the Consolidated Entity during the year.
- On 30 November 2009 the Company appointed Ian Stalker as Managing Director;
- On 2 December 2009 the Company confirmed in the scoping study the potential
of the Salamanca Project;
- On 23 December 2009 the Company advised the restructuring of the Royalty
arrangements;
- On 12 January 2010 the Company terminated the Areva NC Heads of Agreement;
- On 26 February 2010 the Company advised a doubling of the Uranium Resource to
52Mlbs U308; and
- On 30 March 2010 the Company advised of an increase in the Uranium Resource
to over 80 Mlbs U308.
SIGNIFICANT POST BALANCE DATE EVENTS
Since the end of the financial year, the following events have affected, or may
affect, the operations of the Consolidated Entity, the results of those
operations, or the state of affairs of the consolidated Entity in future
financial years:
On 18 August 2010, the Company advised it had reached a Heads of Agreement with
KEPCO for KEPCO to purchase a direct 35% interest in the Salamanca Project for
an amount of US$70 million. Detailed Agreements are in the process of being
completed. KEPCO will also execute a proposed offtake agreement to purchase
35% of the Salamanca Uranium Project's U308 production at industry standard
terms, based on a mix of spot and term prices.
Other than the above, as at the date of this report there are no matters or
circumstances, which have arisen since 30 June 2010 that have significantly
affected or may significantly affect:
- the operations, in financial years subsequent to 30 June 2010, of the
Consolidated Entity;
- the results of those operations, in financial years subsequent to 30 June
2010, of the Consolidated Entity; or
- the state of affairs, in financial years subsequent to 30 June 2010, of the
Consolidated Entity.
ENVIRONMENTAL REGULATION AND PERFORMANCE
The Consolidated Entity's operations are subject to various environmental laws
and regulations under the relevant government's legislation. Full compliance
with these laws and regulations is regarded as a minimum standard for all
operations to achieve.
Instances of environmental non-compliance by an operation are identified either
by external compliance audits or inspections by relevant government authorities.
There have been no significant known breaches by the Consolidated Entity during
the financial year.
LIKELY DEVELOPMENTS AND EXPECTED RESULTS
It is the Board's current intention that the Consolidated Entity will continue
with development of its Spanish uranium projects. The Company will also
continue to examine new opportunities in mineral exploration, including uranium.
All of these activities are inherently risky and the Board is unable to provide
certainty that any or all of these activities will be able to be achieved. In
the opinion of the Directors, any further disclosure of information regarding
likely developments in the operations of the Consolidated Entity and the
expected results of these operations in subsequent financial years may prejudice
the interests of the Company and accordingly no further information has been
disclosed.
INFORMATION ON DIRECTORS' INTERESTS IN SECURITIES OF BERKELEY
+------------+-----------+-------------+--------------+-------------+------------+
| | Interest in Securities at the Date of | |
| | this Report | |
+------------+------------------------------------------------------+------------+
| | Ordinary | $0.75 | $1.00 | $1.25 | $1.86 |
| |Shares(i) | Listed | Incentive | Incentive | Incentive |
| | |Options(ii) |Options(iii) |Options(iv) |Options(v) |
+------------+-----------+-------------+--------------+-------------+------------+
| Robert | - | 500,000 | - | - | - |
| Hawley | | | | | |
+------------+-----------+-------------+--------------+-------------+------------+
| Ian | - | 900,000 | - | 3,000,000 | - |
| Stalker | | | | | |
+------------+-----------+-------------+--------------+-------------+------------+
| Scott | - | 250,000 | 250,000 | - | 1,000,000 |
| Yelland | | | | | |
+------------+-----------+-------------+--------------+-------------+------------+
| Jose Ramon | - | 500,000 | - | - | - |
| Esteruelas | | | | | |
+------------+-----------+-------------+--------------+-------------+------------+
| Sean James | - | 250,000 | - | - | - |
+------------+-----------+-------------+--------------+-------------+------------+
| James Ross | 315,000 | 257,500 | - | - | - |
+------------+-----------+-------------+--------------+-------------+------------+
| Matthew | 2,898,105 | 1,069,002 | - | - | - |
| Syme | | | | | |
+------------+-----------+-------------+--------------+-------------+------------+
Notes
(i) "Ordinary Shares" means fully paid ordinary shares in the capital of
the Company.
(ii) "$0.75 Listed Options" means an option to subscribe for 1 Ordinary
Share in the capital of the Company at an exercise price of $0.75 each on or
before 15 May 2013.
(iii) "$1.00 Incentive Options" means an option to subscribe for 1
Ordinary Share in the capital of the Company at an exercise price of $1.00 each
on or before 19 June 2012.
(iv) "$1.25 Incentive Options" means an option to subscribe for 1 Ordinary
Share in the capital of the Company at an exercise price of $1.25 each on or
before 1 December 2013 (1/3), 1 December 2014 (1/3) and 1 December 2015 (1/3).
(v) "$1.86 Incentive Options" means an option to subscribe for 1 Ordinary
Share in the capital of the Company at an exercise price of $1.86 each on or
before 5 August 2011.
SHARE OPTIONS
At the date of this report the following options have been issued over unissued
capital:
Listed Options
- 12,670,716 listed options at an exercise price of $0.75 each that expire
on 15 May 2013.
Unlisted Options
- 1,500,000 unlisted options at an exercise price of $1.00 each that
expire on 31 May 2013 (all exercised since the end of the financial year).
- 2,160,000 unlisted options at an exercise price of $1.86 each that
expire on 5 August 2011.
- 787,500 unlisted options at an exercise price of $1.00 each that expire
on 19 June 2012.
- 1,000,000 unlisted options at an exercise price of $1.25 each that
expire on 1 December 2013.
- 1,000,000 unlisted options at an exercise price of $1.25 each that
expire on 1 December 2014.
- 1,000,000 unlisted options at an exercise price of $1.25 each that
expire on 1 December 2015.
- 3,285,000 unlisted options at an exercise price of $1.35 each that
expire on 18 June 2014.
These options do not entitle the holders to participate in any share issue of
the Company or any other body corporate. During the financial year, there were
11,600,000 new shares issued as a result of the exercise of unlisted options,
and a further 269,040 new shares issued as a result of exercise of the listed
options. Since 30 June 2010, there have been 1,500,000 new shares issued as a
result of the exercise of the unlisted options due to expire on 31 May 2013.
MEETINGS OF DIRECTORS
The following table sets out the number of meetings of the Company's Directors
held during the year ended 30 June 2010, and the number of meetings attended by
each director.
+-------------------------+----------------+----------------+
| |Board Meetings |Board Meetings |
| | Number | Number |
| | Eligible to | Attended |
| | Attend | |
+-------------------------+----------------+----------------+
| Current Directors | | |
+-------------------------+----------------+----------------+
| Robert Hawley | 6 | 5 |
+-------------------------+----------------+----------------+
| Ian Stalker | 3 | 3 |
+-------------------------+----------------+----------------+
| Scott Yelland | 6 | 6 |
+-------------------------+----------------+----------------+
| Jose Ramon Esteruelas | 6 | 5 |
+-------------------------+----------------+----------------+
| Sean James | 6 | 6 |
+-------------------------+----------------+----------------+
| James Ross | 6 | 6 |
+-------------------------+----------------+----------------+
| Matthew Syme | 6 | 6 |
+-------------------------+----------------+----------------+
| Former Director | | |
+-------------------------+----------------+----------------+
| Stephen Dattels | - | - |
+-------------------------+----------------+----------------+
REMUNERATION REPORT (AUDITED) (30 JUNE 2010 YEAR END)
This report details the amount and nature of remuneration of each director and
executive officer of the Company.
Details of Key Management Personnel
The Key Management Personnel of the Group during or since the end of the
financial year were as follows:
Directors
Robert Hawley Non-Executive Chairman
Ian Stalker Managing Director
(appointed 30 November 2009)
Matthew Syme Managing Director until 30
November 2009 then Non Executive Director
Scott Yelland Chief Operating Officer /
Executive Director
Sean James Non-Executive Director
Jose Ramon Esteruelas Non-Executive Director
James Ross Non-Executive Director
Stephen Dattels Non-Executive Director
(Resigned 14 September 2009)
Executives
Sam Middlemas Company Secretary (Appointed 1
July 2010)
Clint McGhie Company Secretary (Resigned
1 July 2010)
Henry Horne Chief Financial Officer
(Appointed 23 April 2010)
There were no other key management personnel of the Company or the Group.
Unless otherwise disclosed, the Key Management Personnel held their position
from 1 July 2009 until the date of this report.
Mr Dattels was appointed a Director of the Company on 15 May 2009, and resigned
as a Director on 14 September 2009.
REMUNERATION REPORT (AUDITED) (30 JUNE 2010 YEAR END) (Continued)
Remuneration Policy
The remuneration policy for the Group's Key Management Personnel (including the
Managing Director) has been developed by the Board taking into account:
- the size of the Group;
- the size of the management team for the Group;
- the nature and stage of development of the Group's current operations; and
- market conditions and comparable salary levels for companies of a similar
size and operating in similar sectors.
In addition to considering the above general factors, the Board has also placed
emphasis on the following specific issues in determining the remuneration policy
for key management personnel:
- the Group is currently focused on undertaking exploration activities with a
view to expanding and developing its resources. In line with the Group's
accounting policy, all exploration expenditure prior to a feasibility study is
expensed. The Group continues to examine new business opportunities in the
energy and resources sector;
- risks associated with resource companies whilst exploring and developing
projects; and
- other than profit which may be generated from asset sales (if any), the Group
does not expect to be undertaking profitable operations until sometime after the
successful commercialisation, production and sales of commodities from one or
more of its current projects, or the acquisition of a profitable mining
operation.
Remuneration Policy for Executives
The Group's remuneration policy is to provide a fixed remuneration component and
a performance based component (options and a cash bonus, see below). The Board
believes that this remuneration policy is appropriate given the considerations
discussed in the section above and is appropriate in aligning Key Management
Personnel objectives with shareholder and business objectives.
Performance Based Remuneration - Incentive Options
The Board has chosen to issue incentive options to Key Management Personnel as a
key component of the incentive portion of their remuneration, in order to
attract and retain the services of the Key Management Personnel and to provide
an incentive linked to the performance of the Company. The Board considers that
each Key Management Personnel's experience in the resources industry will
greatly assist the Company in progressing its projects to the next stage of
development and the identification of new projects. As such, the Board believes
that the number of incentive options granted to Key Management Personnel is
commensurate to their value to the Company.
The Board has a policy of granting options to Key Management Personnel with
exercise prices at and/or above market share price (at time of agreement). As
such, incentive options granted to Key Management Personnel will generally only
be of benefit if the Key Management Personnel perform to the level whereby the
value of the Company increases sufficiently to warrant exercising the incentive
options granted.
Other than service-based vesting conditions, there are no additional performance
criteria on the incentive options granted to Key Management Personnel, as given
the speculative nature of the Group's activities and the small management team
responsible for its running, it is considered the performance of the Key
Management Personnel and the performance and value of the Company are closely
related.
REMUNERATION REPORT (AUDITED) (30 JUNE 2010 YEAR END) (Continued)
Performance Based Remuneration - Cash Bonus
In addition, some Key Management Personnel are entitled to an annual cash bonus
upon achieving various key performance indicators, to be determined by the
Board. On an annual basis, after consideration of performance against key
performance indicators, the Board determines the amount, if any, of the annual
cash bonus to be paid to each Key Management Personnel.
Impact of Shareholder Wealth on Key Management Personnel Remuneration
The Board does not directly base remuneration levels on the Company's share
price or movement in the share price over the financial year. However, as noted
above, a number of Key Management Personnel have received options which
generally will only be of value should the value of the Company's shares
increase sufficiently to warrant exercising the incentive options granted.
As a result of the Group's exploration and new business activities, the Board
anticipates that it will retain future earnings (if any) and other cash
resources for the operation and development of its business. Accordingly the
Company does not currently have a policy with respect to the payment of
dividends, and as a result the remuneration policy does not take into account
the level of dividends or other distributions to shareholders (eg return of
capital).
Impact of Earnings on Key Management Personnel Remuneration
As discussed above, the Group is currently undertaking exploration activities,
and does not expect to be undertaking profitable operations until sometime after
the successful commercialisation, production and sales of commodities from one
or more of its current projects.
Accordingly the Board does not consider current or prior year earnings when
assessing remuneration of Key Management Personnel.
Remuneration Policy for Non Executive Directors
The Board policy is to remunerate Non-Executive Directors at market rates for
comparable companies for time, commitment and responsibilities. Given the
current size, nature and risks of the Company, incentive options have been used
to attract and retain Non-Executive Directors. The Board determines payments to
the Non-Executive Directors and reviews their remuneration annually, based on
market practice, duties and accountability. Independent external advice is
sought when required.
The maximum aggregate amount of fees that can be paid to Non-Executive Directors
is subject to approval by shareholders at a General Meeting. Fees for
Non-Executive Directors are not linked to the performance of the economic
entity. However, to align Directors' interests with shareholder interests, the
Directors are encouraged to hold shares in the Company and Non-Executive
Directors have received incentive options in order to secure their services and
as a key component of their remuneration.
General
Where required, Key Management Personnel receive superannuation contributions
(or foreign equivalent), currently equal to 9% of their salary, and do not
receive any other retirement benefit. From time to time, some individuals have
chosen to sacrifice part of their salary to increase payments towards
superannuation.
All remuneration paid to Key Management Personnel is valued at cost to the
company and expensed. Incentive options are valued using the Binomial option
valuation methodology. The value of these incentive options is expensed over the
vesting period.
REMUNERATION REPORT (AUDITED) (30 JUNE 2010 YEAR END) (Continued)
Key Management Personnel Remuneration
Details of the nature and amount of each element of the remuneration of each
Director and executive of the Company or Group for the financial year are as
follows:
+--------------+---------+--------+-------------+-------------+--------------+-----------+--------------+-------------+
| | Short-Term | | | | | | |
| | Benefits | | | | | | |
+--------------+------------------+-------------+-------------+--------------+-----------+--------------+-------------+
| 2010 | Salary | Cash | Post |Share-Based | Other | Total | Percentage | Percentage |
| | & Fees | Bonus |Employ-ment | Payments | Non-Cash | $ | of Total |Performance |
| | $ | $ | Benefits | $ |Benefits(vi) | |Remuneration | Related |
| | | | $ | | $ | | that | % |
| | | | | | | | Consists of | |
| | | | | | | | Options | |
| | | | | | | | % | |
+--------------+---------+--------+-------------+-------------+--------------+-----------+--------------+-------------+
| Directors | | | | | | | | |
+--------------+---------+--------+-------------+-------------+--------------+-----------+--------------+-------------+
| Robert | 101,923 | - | - | - | - | 101,923 | - | - |
| Hawley | | | | | | | | |
+--------------+---------+--------+-------------+-------------+--------------+-----------+--------------+-------------+
| Ian Stalker | 174,655 | - | 17,465 | 1,051,182 | 11,900 | 1,255,202 | 83.7 | - |
| (i) | | | | | | | | |
+--------------+---------+--------+-------------+-------------+--------------+-----------+--------------+-------------+
| Matthew Syme | 237,018 | - | 13,125 | - | 9,302 | 259,445 | - | - |
| (ii) | | | | | | | | |
+--------------+---------+--------+-------------+-------------+--------------+-----------+--------------+-------------+
| Scott | 239,426 | - | 38,440 | - | - | 277,866 | - | - |
| Yelland | | | | | | | | |
+--------------+---------+--------+-------------+-------------+--------------+-----------+--------------+-------------+
| Sean James | 43,581 | - | - | - | - | 43,581 | - | - |
+--------------+---------+--------+-------------+-------------+--------------+-----------+--------------+-------------+
| James Ross | 101,100 | - | 2,700 | - | - | 103,800 | - | - |
+--------------+---------+--------+-------------+-------------+--------------+-----------+--------------+-------------+
| Jose Ramon | 79,063 | - | - | - | - | 79,063 | - | - |
| Esteruelas | | | | | | | | |
+--------------+---------+--------+-------------+-------------+--------------+-----------+--------------+-------------+
| Stephen | - | - | - | - | - | - | | |
| Dattels(iv) | | | | | | | | |
+--------------+---------+--------+-------------+-------------+--------------+-----------+--------------+-------------+
| Executives | | | | | | | | |
+--------------+---------+--------+-------------+-------------+--------------+-----------+--------------+-------------+
| Henry Horne | 53,537 | - | - | 13,908 | 7,132 | 74,577 | 18.6 | - |
| (iii) | | | | | | | | |
+--------------+---------+--------+-------------+-------------+--------------+-----------+--------------+-------------+
| Clint | - | - | - | - | - | - | - | - |
| McGhie(v) | | | | | | | | |
+--------------+---------+--------+-------------+-------------+--------------+-----------+--------------+-------------+
| 2009 | | | | | | | | |
+--------------+---------+--------+-------------+-------------+--------------+-----------+--------------+-------------+
| Directors | | | | | | | | |
+--------------+---------+--------+-------------+-------------+--------------+-----------+--------------+-------------+
| Robert | 125,929 | - | - | 334,800 | 3,327 | 464,056 | 72.15 | - |
| Hawley | | | | | | | | |
+--------------+---------+--------+-------------+-------------+--------------+-----------+--------------+-------------+
| Matthew Syme | 250,000 | - | 22,500 | 669,600 | 12,522 | 954,622 | 70.14 | - |
+--------------+---------+--------+-------------+-------------+--------------+-----------+--------------+-------------+
| Scott | 269,345 | - | 44,829 | 529,193 | 6,852 | 850,219 | 62.24 | - |
| Yelland | | | | | | | | |
+--------------+---------+--------+-------------+-------------+--------------+-----------+--------------+-------------+
| Sean James | 40,656 | - | - | 167,400 | 6,852 | 214,908 | 77.89 | - |
+--------------+---------+--------+-------------+-------------+--------------+-----------+--------------+-------------+
| James Ross | 96,690 | - | 2,700 | 167,400 | 4,437 | 271,227 | 61.72 | - |
+--------------+---------+--------+-------------+-------------+--------------+-----------+--------------+-------------+
| Jose Ramon | 93,259 | - | - | 334,800 | 3,327 | 431,386 | 77.61 | - |
| Esteruelas | | | | | | | | |
+--------------+---------+--------+-------------+-------------+--------------+-----------+--------------+-------------+
| Stephen | - | - | - | 167,400 | 418 | 167,818 | 99.75 | - |
| Dattels(iv) | | | | | | | | |
+--------------+---------+--------+-------------+-------------+--------------+-----------+--------------+-------------+
| Executives | | | | | | | | |
+--------------+---------+--------+-------------+-------------+--------------+-----------+--------------+-------------+
| Clint | - | 10,000 | - | - | - | 10,000 | - | 100 |
| McGhie(v) | | | | | | | | |
+--------------+---------+--------+-------------+-------------+--------------+-----------+--------------+-------------+
Notes
(i) Mr Stalker joined the Company as Managing Director on 30 November
2009.
(ii) Mr Syme resigned as Managing Director on 8 February 2010, and
continues on the Board as a Non Executive director.
(iii) Mr Horne jointed the Company as Chief Financial Officer on 23 April
2010.
(iv) Mr Dattels was appointed as a non-executive Director of the Company
on 15 May 2009.
(v) Mr McGhie provided services as the Company Secretary through a
services agreement between Berkeley Resources Limited and Apollo Group Pty Ltd.
Under the agreement, Apollo Group Pty Ltd provides administrative, company
secretarial and accounting services and the provision of a fully serviced office
to the Company for a monthly retainer of $17,000 from 1 July 2009. The Board
agreed to pay Mr McGhie a bonus of $10,000 during the year ended 30 June 2009 in
addition to the retainer paid to Apollo Group Pty Ltd.
(vi) Other Non-Cash Benefits includes payments made for car-parking and
insurance premiums on behalf of the Directors, including Directors & Officers
insurance, and in some instances, working directors insurance.
Options Granted to Key Management Personnel
Details of options granted to each of the Key Management Personnel of the
Company or Group during the financial year are as follows:
+------------+--------------+-----------+-----------+----------+--------+-----------+-----------+-----------+
| 2010 | Issuing | Grant | Expiry |Exercise | Grant | No. | Total | No. |
| | Entity | Date | Date | Price | Date | Granted | Value | Vested |
| | | | | $ | Fair | | of | |
| | | | | | Value | | Options | |
| | | | | | $ | | Granted | |
| | | | | | | | $ | |
+------------+--------------+-----------+-----------+----------+--------+-----------+-----------+-----------+
| | | | | | | | | |
+------------+--------------+-----------+-----------+----------+--------+-----------+-----------+-----------+
| Ian | Berkeley | 1/4/2010 |1/12/2013 | 1.25 |0.8626 | 1,000,000 | 862,600 | - |
| Stalker | Resources | | | | | | | |
| | Ltd | | | | | | | |
+------------+--------------+-----------+-----------+----------+--------+-----------+-----------+-----------+
| | Berkeley | 1/4/2010 |1/12/2014 | 1.25 |0.9437 | 1,000,000 | 943,700 | - |
| | Resources | | | | | | | |
| | Ltd | | | | | | | |
+------------+--------------+-----------+-----------+----------+--------+-----------+-----------+-----------+
| | Berkeley | 1/4/2010 |1/12/2015 | 1.25 |1.0068 | 1,000,000 | 1,006,800 | - |
| | Resources | | | | | | | |
| | Ltd | | | | | | | |
+------------+--------------+-----------+-----------+----------+--------+-----------+-----------+-----------+
| Henry | Berkeley |18/6/2010 |18/6/2014 | 1.35 |0.5538 | 416,666 | 230,750 | - |
| Horne | Resources | | | | | | | |
| | Ltd | | | | | | | |
+------------+--------------+-----------+-----------+----------+--------+-----------+-----------+-----------+
| | Berkeley |18/6/2010 |18/6/2014 | 1.35 |0.5538 | 416,667 | 230,750 | - |
| | Resources | | | | | | | |
| | Ltd | | | | | | | |
+------------+--------------+-----------+-----------+----------+--------+-----------+-----------+-----------+
| | Berkeley |18/6/2010 |18/6/2014 | 1.35 |0.5538 | 416,667 | 230,750 | - |
| | Resources | | | | | | | |
| | Ltd | | | | | | | |
+------------+--------------+-----------+-----------+----------+--------+-----------+-----------+-----------+
| 2009 | | | | | | | | |
+------------+--------------+-----------+-----------+----------+--------+-----------+-----------+-----------+
| | | | | | | | | |
+------------+--------------+-----------+-----------+----------+--------+-----------+-----------+-----------+
| Robert | Berkeley | 6-May-09 |15-May-13 | 0.75 |0.6696 | 500,000 | 334,800 | 500,000 |
| Hawley | Resources | | | | | | | |
| | Ltd | | | | | | | |
+------------+--------------+-----------+-----------+----------+--------+-----------+-----------+-----------+
| Matthew | Berkeley | 6-May-09 |15-May-13 | 0.75 |0.6696 | 1,000,000 | 669,600 | 1,000,000 |
| Syme | Resources | | | | | | | |
| | Ltd | | | | | | | |
+------------+--------------+-----------+-----------+----------+--------+-----------+-----------+-----------+
| Scott | Berkeley |27-Nov-08 |19-Jun-12 | 1.00 | 0.097 | 250,000 | 24,250 | 83,333 |
| Yelland | Resources | | | | | | | |
| (ii) | Ltd | | | | | | | |
+------------+--------------+-----------+-----------+----------+--------+-----------+-----------+-----------+
| | Berkeley | 6-May-09 |15-May-13 | 0.75 |0.6696 | 250,000 | 167,400 | 250,000 |
| | Resources | | | | | | | |
| | Ltd | | | | | | | |
+------------+--------------+-----------+-----------+----------+--------+-----------+-----------+-----------+
| Sean | Berkeley | 6-May-09 |15-May-13 | 0.75 |0.6696 | 250,000 | 167,400 | 250,000 |
| James | Resources | | | | | | | |
| | Ltd | | | | | | | |
+------------+--------------+-----------+-----------+----------+--------+-----------+-----------+-----------+
| James | Berkeley | 6-May-09 |15-May-13 | 0.75 |0.6696 | 250,000 | 167,400 | 250,000 |
| Ross | Resources | | | | | | | |
| | Ltd | | | | | | | |
+------------+--------------+-----------+-----------+----------+--------+-----------+-----------+-----------+
| Jose | Berkeley | 6-May-09 |15-May-13 | 0.75 |0.6696 | 500,000 | 334,800 | 500,000 |
| Ramon | Resources | | | | | | | |
| Esteruelas | Ltd | | | | | | | |
+------------+--------------+-----------+-----------+----------+--------+-----------+-----------+-----------+
| Stephen | Berkeley | 6-May-09 |15-May-13 | 0.75 |0.6696 | 250,000 | 167,400 | 250,000 |
| Dattels | Resources | | | | | | | |
| | Ltd | | | | | | | |
+------------+--------------+-----------+-----------+----------+--------+-----------+-----------+-----------+
Notes
(i) For details on the valuation of the options, including models and
assumptions used, please refer to Note 19 to the financial statements.
(ii) In addition to the above, at 30 June 2010, 666,666 $1.86 Incentive
Options issued to Mr Yelland on 6 August 2007 had vested. 333,333 of these
options remain to vest.
(iii) During the financial year there were no options exercised or lapsed.
REMUNERATION REPORT (AUDITED) (30 JUNE 2010 YEAR END) (Continued)
Employment Contracts with Directors and Executive Officers
Mr Ian Stalker, Managing Director, has a contract of employment with Berkeley
Resources Limited dated 14 November 2009. The contract specifies the duties and
obligations to be fulfilled by the Managing Director. The contract has a
rolling term and may be terminated by the Company by giving three months notice.
No amount is payable in the event of termination for neglect of duty or gross
misconduct. Mr Stalker receives a fixed remuneration component of GBP160,000
per annum plus 10% superannuation and the provision of a motor vehicle.
Following shareholder approval on 1 April 2010, Mr Stalker was granted 1,000,000
unlisted options exercisable at $1.25 each on or before 1 December 2013 (12
months vesting period), 1,000,000 unlisted options exercisable at $1.25 on or
before 1 December 2014 (24 months vesting period), and 1,000,000 unlisted
options exercisable at $1.25 each on or before December 2015 (36 months vesting
period).
Mr Matthew Syme, terminated his employment contract as Managing Director on 1
February 2010, and entered into a new letter agreement as a Non Executive
Director. The letter specifies the duties and obligations to be fulfilled as a
Non Executive Director, and the remuneration is fixed at $30,000 per annum plus
9% superannuation. The letter also includes a consultancy arrangement which
provides for a consultancy fee at the rate of $1,200 per day, on an as required
basis. The consultancy arrangement has a rolling term and may be terminated by
the Company by giving 1 months notice.
Mr Scott Yelland was appointed Chief Operating Officer of the Company on 6 April
2007 and was subsequently appointed a Director of the Company on 1 February
2008. Mr Yelland has a letter of employment with Berkeley Resources Limited
dated 27 March 2007. The letter specifies the duties and obligations to be
fulfilled by the Chief Operating Officer. The letter of employment may be
terminated by either party by giving three months notice. No amount is payable
by the Company in the event of termination for neglect of duty or gross
misconduct. Mr Yelland receives a fixed remuneration component of GBP125,000
per annum exclusive of employer National Insurance Contributions (United
Kingdom).
Prior to his appointment as a Director and in accordance with his engagement
terms Mr Yelland was granted 1,000,000 options, with an exercise price of $1.86
each, on 6 August 2007 under the Employee Option Scheme approved by shareholders
on 21 June 2007. The options will vest in 3 equal tranches every 12 months from
the date of commencement and will expire on 5 August 2011.
Following shareholder approval on 27 November 2008, Mr Yelland was granted
250,000 unlisted incentive options exercisable at $1.00 each. The options will
vest in 3 equal tranches every 12 months from the date of commencement and will
expire on 19 June 2012.
Following shareholder approval on 6 May 2009, Mr Yelland was granted 250,000
listed options exercisable at $0.75 each on or before 15 May 2013.
Dr James Ross, Technical Director, has a letter of engagement with Berkeley
Resources Limited dated 10 September 2009. The letter specifies the duties and
obligations to be fulfilled by the Technical Director. Dr Ross receives a fixed
remuneration component of $30,000 per annum exclusive of superannuation. The
letter also includes a consultancy arrangement which provides for a consultancy
fee at the rate of $900 per day, with a minimum of 1 day per week. The
consultancy arrangement has a rolling term and may be terminated by the Company
by giving 1 months notice.
Following shareholder approval on 6 May 2009, Dr Ross was granted 250,000 listed
options exercisable at $0.75 each on or before 15 May 2013.
Dr Robert Hawley, Non Executive Chairman, was appointed a Director of the
Company on 20 April 2006. Dr Hawley has a letter of engagement with Berkeley
Resources Limited dated 19 April 2006. The letter specifies a fixed
remuneration component of GBP55,000 per annum.
Following shareholder approval on 6 May 2009, Dr Hawley was granted 500,000
listed options exercisable at $0.75 each on or before 15 May 2013.
Employment Contracts with Directors and Executive Officers (Continued)
Mr Sean James, Non Executive Director, was originally appointed an Executive
Director of the Company on 28 July 2006. Mr James had a letter of employment
with Berkeley Resources Limited dated 28 July 2006 and was to receive a fixed
remuneration component of GBP100,000 per annum exclusive of employer National
Insurance Contributions (United Kingdom). On 17 November 2006, Mr James
relinquished his executive role but remained as a Non Executive Director and
consultant to the Company. Mr James receives a fixed remuneration of GBP18,000
per annum. The letter also includes a consultancy agreement which provides for
a consultancy fee of GBP400 per day. The consultancy agreement has a rolling
term and may be terminated by Mr James or by the Company giving one month's
notice.
Following shareholder approval on 6 May 2009, Mr James was granted 250,000
listed options exercisable at $0.75 each on or before 15 May 2013.
Señor Jose Ramon Esteruelas, Non Executive Director, was appointed a Director of
the Company on 1 November 2006. Señor Esteruelas has a letter of employment
with Berkeley Resources Limited dated 16 November 2006. Señor Esteruelas
receives a fixed remuneration component of EUR48,000 per annum. The letter also
includes a consultancy agreement which provides for a consultancy fee of EUR1,000
per day. The consultancy agreement has a rolling term and may be terminated by
Señor Esteruelas or by the Company by giving one month's notice.
Following shareholder approval on 6 May 2009, Señor Esteruelas was granted
500,000 listed options exercisable at $0.75 each on or before 15 May 2013.
Mr Stephen Dattels, Non Executive Director, was appointed a Director of the
Company on 15 May 2009 and resigned on 14 September 2009. Mr Dattels received
no fixed remuneration.
Following shareholder approval on 6 May 2009 and his appointment on 15 May 2009,
Mr Dattels was granted 250,000 listed options exercisable at $0.75 each on or
before 15 May 2013.
Mr Henry Horne was appointed Chief Financial Officer on 28 April 2010. The
contract specifies the duties and obligations to be fulfilled by the Chief
Financial Officer. The contract has a rolling term and may be terminated by the
Company by giving three months notice. No amount is payable in the event of
termination for neglect of duty or gross misconduct. Mr Horne receives a fixed
remuneration component of GBP136,000 per annum plus Spanish superannuation, the
provision of accommodation in Spain, the provision of a motor vehicle, medical
and life insurance expenses.
The Board granted Mr Horne 1,250,000 unlisted options exercisable at $1.35 each
on or before 18 June 2014 (with 33% vesting after 12 months, 33% vesting after
24 months, and 33% vesting after 36 months).
Exercise of Options Granted as Remuneration
During the financial year ended 30 June 2010, there were no options granted as
remuneration that were exercised (2009: Nil).
AUDITOR'S AND OFFICERS' INDEMNITIES AND INSURANCE
Under the Constitution the Company is obliged, to the extent permitted by law,
to indemnify an officer (including Directors) of the Company against liabilities
incurred by the officer in that capacity, against costs and expenses incurred by
the officer in successfully defending civil or criminal proceedings, and against
any liability which arises out of conduct not involving a lack of good faith.
During the financial year, the Company has paid an insurance premium to insure
Directors and officers of the Company against certain liabilities arising out of
their conduct while acting as a Director or Officer of the Company. The net
premium paid was $23,078. Under the terms and conditions of the insurance
contract, the nature of liabilities insured against cannot be disclosed.
The Company has not, during or since the end of the financial year, indemnified
or agreed to indemnify an auditor of the Company or of any related body
corporate against any liability incurred.
NON-AUDIT SERVICES
There were no non-audit services provided by the auditor (or by another person
or firm on the auditor's behalf) during the financial year.
AUDITOR'S INDEPENDENCE DECLARATION
The auditor's independence declaration is on page 63 of the Annual Financial
Report.
This report is made in accordance with a resolution of the Directors made
pursuant to section 298(2) of the Corporations Act 2001.
For and on behalf of the Directors
IAN STALKER
Managing Director
24 September 2010
The information in this report that relates to Exploration Results, Mineral
Resources or Ore Reserves is based on information compiled by Mr. Ross Corben,
who is a member of The Australian Institute of Mining and Metallurgy and a
full-time employee of Berkeley Resources Limited. Mr. Corben has sufficient
experience which is relevant to the style of mineralisation and type of deposit
under consideration and to the activity which he is undertaking to qualify as a
Competent Person as defined in the 2004 Edition of the 'Australasian Code for
Reporting of Exploration Results, Mineral Resources and Ore Reserves'. Mr Corben
consents to the inclusion in the report of the matters based on his information
in the form and context in which it appears.
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2010
+-------------------------------+------+---------------+---------------+
| | | Consolidated |
+-------------------------------+------+-------------------------------+
| |Note | 2010 | 2009 |
| | | $ | $ |
+-------------------------------+------+---------------+---------------+
| | | | |
+-------------------------------+------+---------------+---------------+
| Revenue from continuing | 2 | 712,783 | 700,250 |
| operations | | | |
+-------------------------------+------+---------------+---------------+
| | | | |
+-------------------------------+------+---------------+---------------+
| Administration costs | | (1,468,278) | (1,331,974) |
+-------------------------------+------+---------------+---------------+
| Exploration costs | | (10,732,103) | (5,783,641) |
+-------------------------------+------+---------------+---------------+
| Provision for capitalised | | - | (328,383) |
| exploration expenditure | | | |
+-------------------------------+------+---------------+---------------+
| Business development costs | | (343,829) | (270,707) |
+-------------------------------+------+---------------+---------------+
| Other share based payments | | (1,488,365) | (2,999,115) |
| expense | | | |
+-------------------------------+------+---------------+---------------+
| Cancellation of royalty | | (920,884) | - |
+-------------------------------+------+---------------+---------------+
| Foreign exchange gain/(loss) | | - | (378) |
+-------------------------------+------+---------------+---------------+
| Loss before income tax | | (14,240,676) | (10,013,948) |
| expense | | | |
+-------------------------------+------+---------------+---------------+
| Income tax expense | | - | - |
+-------------------------------+------+---------------+---------------+
| Loss after income tax expense | | (14,240,676) | (10,013,948) |
| | | | |
+-------------------------------+------+---------------+---------------+
| Other Comprehensive Income | | | |
+-------------------------------+------+---------------+---------------+
| Exchange differences arising | | (1,742,832) | (161,217) |
| on translation of foreign | | | |
| operations | | | |
+-------------------------------+------+---------------+---------------+
| Income tax on other | | - | - |
| comprehensive income | | | |
+-------------------------------+------+---------------+---------------+
| Total Comprehensive Loss | | (15,983,508) | (10,175,165) |
+-------------------------------+------+---------------+---------------+
| | | | |
+-------------------------------+------+---------------+---------------+
| Loss attributable to: | | | |
+-------------------------------+------+---------------+---------------+
| Non controlling interest | | 1,098 | (4,742) |
+-------------------------------+------+---------------+---------------+
| Members of Berkeley Resources | | (14,241,774) | (10,009,206) |
| Limited | | | |
+-------------------------------+------+---------------+---------------+
| Loss after income tax expense | | (14,240,676) | (10,013,948) |
| | | | |
+-------------------------------+------+---------------+---------------+
| | | | |
+-------------------------------+------+---------------+---------------+
| Total comprehensive loss | | | |
| attributable to: | | | |
+-------------------------------+------+---------------+---------------+
| Non controlling interest | | 1,098 | (4,953) |
+-------------------------------+------+---------------+---------------+
| Members of Berkeley Resources | | (15,984,606) | (10,170,212) |
| Limited | | | |
+-------------------------------+------+---------------+---------------+
| Total Comprehensive Loss | | (15,983,508) | (10,175,165) |
+-------------------------------+------+---------------+---------------+
| | | | |
+-------------------------------+------+---------------+---------------+
| Basic loss per share (cents | | (11.08) | (9.47) |
| per share) | | | |
+-------------------------------+------+---------------+---------------+
| Diluted loss per share (cents | | (11.08) | (9.47) |
| per share) | | | |
+-------------------------------+------+---------------+---------------+
The above Statement of Comprehensive Income should be read in conjunction with
the accompanying Notes
STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2010
+-------------------------------+---------------+---------------+
| | Consolidated |
+-------------------------------+-------------------------------+
| | 2010 | 2009 |
| | $ | $ |
+-------------------------------+---------------+---------------+
| ASSETS | | |
+-------------------------------+---------------+---------------+
| Current Assets | | |
+-------------------------------+---------------+---------------+
| Cash and cash equivalents | 10,244,114 | 11,479,554 |
+-------------------------------+---------------+---------------+
| Trade and other receivables | 193,138 | 1,529,241 |
+-------------------------------+---------------+---------------+
| Other financial assets | - | 107,956 |
+-------------------------------+---------------+---------------+
| Total Current Assets | 10,437,252 | 13,116,751 |
+-------------------------------+---------------+---------------+
| | | |
+-------------------------------+---------------+---------------+
| Non-current Assets | | |
+-------------------------------+---------------+---------------+
| Exploration expenditure | 12,843,327 | 14,388,045 |
+-------------------------------+---------------+---------------+
| Property, plant and equipment | 482,017 | 520,590 |
+-------------------------------+---------------+---------------+
| Other financial assets | 215,076 | 279,276 |
+-------------------------------+---------------+---------------+
| Total Non-current Assets | 13,540,420 | 15,187,911 |
+-------------------------------+---------------+---------------+
| | | |
+-------------------------------+---------------+---------------+
| TOTAL ASSETS | 23,977,672 | 28,304,662 |
+-------------------------------+---------------+---------------+
| | | |
+-------------------------------+---------------+---------------+
| LIABILITIES | | |
+-------------------------------+---------------+---------------+
| Current Liabilities | | |
+-------------------------------+---------------+---------------+
| Trade and other payables | 1,694,344 | 838,902 |
+-------------------------------+---------------+---------------+
| Provisions | 22,068 | 197,812 |
+-------------------------------+---------------+---------------+
| Other financial liabilities | 273,524 | 10,768 |
+-------------------------------+---------------+---------------+
| Total Current Liabilities | 1,989,936 | 1,047,482 |
+-------------------------------+---------------+---------------+
| | | |
+-------------------------------+---------------+---------------+
| TOTAL LIABILITIES | 1,989,936 | 1,047,482 |
+-------------------------------+---------------+---------------+
| | | |
+-------------------------------+---------------+---------------+
| NET ASSETS | 21,987,736 | 27,257,180 |
+-------------------------------+---------------+---------------+
| | | |
+-------------------------------+---------------+---------------+
| EQUITY | | |
+-------------------------------+---------------+---------------+
| Equity attributable to equity | | |
| holders of the Company | | |
+-------------------------------+---------------+---------------+
| Issued capital | 58,618,042 | 49,391,245 |
+-------------------------------+---------------+---------------+
| Reserves | 4,834,009 | 6,366,822 |
+-------------------------------+---------------+---------------+
| Accumulated losses | (41,464,315) | (28,501,985) |
+-------------------------------+---------------+---------------+
| Parent Interests | 21,987,736 | 27,256,082 |
+-------------------------------+---------------+---------------+
| | | |
+-------------------------------+---------------+---------------+
| Non Controlling Interests | - | 1,098 |
+-------------------------------+---------------+---------------+
| | | |
+-------------------------------+---------------+---------------+
| TOTAL EQUITY | 21,987,736 | 27,257,180 |
+-------------------------------+---------------+---------------+
The above Statement of Financial Position should be read in conjunction with the
accompanying Notes
STATEMENT OF CASH FLOWS
AS AT 30 JUNE 2010
+--------------------------+----------------+--------------------+
| | Consolidated |
+--------------------------+-------------------------------------+
| | 2010 | 2009 |
| | $ | $ |
+--------------------------+----------------+--------------------+
| | | |
+--------------------------+----------------+--------------------+
| Cash flows from | | |
| operating activities | | |
+--------------------------+----------------+--------------------+
| Payments to suppliers | (10,037,201) | (7,680,368) |
| and employees | | |
+--------------------------+----------------+--------------------+
| Interest received | 333,518 | 797,527 |
+--------------------------+----------------+--------------------+
| Grant received | 359,287 | 797,527 |
+--------------------------+----------------+--------------------+
| Net cash | (9,344,396) | (6,882,841) |
| inflow/(outflow) from | | |
| operating activities | | |
+--------------------------+----------------+--------------------+
| | | |
+--------------------------+----------------+--------------------+
| Cash flows from | | |
| investing activities | | |
+--------------------------+----------------+--------------------+
| Payments for exploration | (91,031) | (8,987,337) |
+--------------------------+----------------+--------------------+
| Security bond deposit | 172,156 | (6,800) |
+--------------------------+----------------+--------------------+
| Amounts repaid to third | - | (79,396) |
| parties | | |
+--------------------------+----------------+--------------------+
| Payment for acquisition | - | (36,036) |
| of subsidiary | | |
+--------------------------+----------------+--------------------+
| Net cash acquired on | - | 20,005 |
| acquisition of | | |
| subsidiary | | |
+--------------------------+----------------+--------------------+
| Payments for property, | (271,246) | (74,724) |
| plant and equipment | | |
+--------------------------+----------------+--------------------+
| Net cash | (190,121) | (9,164,288) |
| inflow/(outflow) from | | |
| investing activities | | |
+--------------------------+----------------+--------------------+
| | | |
+--------------------------+----------------+--------------------+
| Cash flows from | | |
| financing activities | | |
+--------------------------+----------------+--------------------+
| Proceeds from issue of | 8,369,500 | 9,939,792 |
| shares | | |
+--------------------------+----------------+--------------------+
| Transaction costs from | (27,703) | (399,072) |
| issue of shares and | | |
| options | | |
+--------------------------+----------------+--------------------+
| Net cash inflow from | 8,341,797 | 9,540,720 |
| financing activities | | |
+--------------------------+----------------+--------------------+
| | | |
+--------------------------+----------------+--------------------+
| Net increase/(decrease) | (1,192,720) | (6,506,409) |
| in cash and cash | | |
| equivalents held | | |
+--------------------------+----------------+--------------------+
| Cash and cash | 11,479,554 | 18,171,171 |
| equivalents at the | | |
| beginning of the | | |
| financial year | | |
+--------------------------+----------------+--------------------+
| | | |
+--------------------------+----------------+--------------------+
| Effects of exchange rate | (42,720) | (185,208) |
| changes on cash and cash | | |
| equivalents | | |
+--------------------------+----------------+--------------------+
| Cash and cash | 10,244,114 | 11,479,554 |
| equivalents at the end | | |
| of the financial year | | |
+--------------------------+----------------+--------------------+
The above Statement of Cash Flows should be read in conjunction with the
accompanying Notes
STATEMENT OF CHANGES IN EQUITY
AS AT 30 JUNE 2010
+----------------------+------------+---+-------------+---+-------------+---------------+-------------+--------------+
| Consolidated | Issued | Option | Foreign | Accumu-lated | Non | Total |
| | Capital | Premium | Currency | Losses | Controlling | Equity |
| | $ | Reserve | Translation | $ | Interest | $ |
| | | $ | Reserve | | $ | |
| | | | $ | | | |
+----------------------+----------------+-------------+-----------------+---------------+-------------+--------------+
| As at 1 July 2008 | 41,444,842 | 4,472,973 | (23,704) | (20,890,335) | 1,487 | 25,005,263 |
+----------------------+----------------+-------------+-----------------+---------------+-------------+--------------+
| Net loss for the | - | - | - | (10,009,206) | (4,742) | (10,013,948) |
| period | | | | | | |
+----------------------+----------------+-------------+-----------------+---------------+-------------+--------------+
| Other Comprehensive | - | - | (161,006) | - | (211) | (161,217) |
| Income: | | | | | | |
| Exchange differences | | | | | | |
| arising on | | | | | | |
| translation of | | | | | | |
| foreign operations | | | | | | |
+----------------------+----------------+-------------+-----------------+---------------+-------------+--------------+
| Total comprehensive | - | - | (161,006) | (10,009,206) | (4,953) | (10,175,165) |
| income | | | | | | |
+----------------------+----------------+-------------+-----------------+---------------+-------------+--------------+
| Transactions with | | | | | | |
| owners, recorded | | | | | | |
| directly in equity | | | | | | |
+----------------------+----------------+-------------+-----------------+---------------+-------------+--------------+
| Step up acquisition | - | - | - | - | 4,564 | 4,564 |
| of minority interest | | | | | | |
+----------------------+----------------+-------------+-----------------+---------------+-------------+--------------+
| Issue of shares | 9,939,792 | - | - | - | - | 9,939,792 |
+----------------------+----------------+-------------+-----------------+---------------+-------------+--------------+
| Share issue costs | (1,993,389) | - | - | - | - | (1,993,389) |
+----------------------+----------------+-------------+-----------------+---------------+-------------+--------------+
| Expiry of incentive | - | (2,357,250) | - | 2,357,250 | - | - |
| options | | | | | | |
+----------------------+----------------+-------------+-----------------+---------------+-------------+--------------+
| Cancellation of | | | | | | |
| incentive options: | | | | | | |
+----------------------+----------------+-------------+-----------------+---------------+-------------+--------------+
| -Vested | - | (40,306) | - | 40,306 | - | - |
+----------------------+----------------+-------------+-----------------+---------------+-------------+--------------+
| -Unvested | - | (38,788) | - | - | - | (38,788) |
+----------------------+----------------+-------------+-----------------+---------------+-------------+--------------+
| Cost of share based | - | 4,514,903 | - | - | - | 4,514,903 |
| payments | | | | | | |
+----------------------+----------------+-------------+-----------------+---------------+-------------+--------------+
| As at 30 June 2009 | 49,391,245 | 6,551,532 | (184,710) | (28,501,985) | 1,098 | 27,257,180 |
+----------------------+----------------+-------------+-----------------+---------------+-------------+--------------+
| | | | | | | |
+----------------------+------------+---------------------+-------------+---------------+-------------+--------------+
| | | | | | | |
+----------------------+------------+---------------------+-------------+---------------+-------------+--------------+
| | | | | | | |
+----------------------+------------+---------------------+-------------+---------------+-------------+--------------+
| As at 1 July 2009 | 49,391,245 | 6,551,532 | (184,710) | (28,501,985) | 1,098 | 27,257,180 |
+----------------------+------------+---------------------+-------------+---------------+-------------+--------------+
| Net loss for the | - | - | - | (14,240,676) | (1,098) | (14,241,774) |
| period | | | | | | |
+----------------------+------------+---------------------+-------------+---------------+-------------+--------------+
| Other Comprehensive | - | - | (1,742,832) | - | | |
| Income: | | | | | | (1,742,832) |
| Exchange differences | | | | | | |
| arising on | | | | | | |
| translation of | | | | | | |
| foreign operations | | | | | | |
+----------------------+------------+---------------------+-------------+---------------+-------------+--------------+
| Total comprehensive | - | - | (1,742,832) | (14,240,676) | (1,098) | (15,984,606) |
| income | | | | | | |
+----------------------+------------+---------------------+-------------+---------------+-------------+--------------+
| Transactions with | | | | | | |
| owners, recorded | | | | | | |
| directly in equity | | | | | | |
+----------------------+------------+---------------------+-------------+---------------+-------------+--------------+
| Issue of shares | 9,254,500 | - | - | - | - | 9,254,500 |
+----------------------+------------+---------------------+-------------+---------------+-------------+--------------+
| Share issue costs | (27,703) | - | - | - | - | (27,703) |
+----------------------+------------+---------------------+-------------+---------------+-------------+--------------+
| Share based payments | - | (1,278,346) | - | 1,278,346 | - | - |
| exercised | | | | | | |
+----------------------+------------+---------------------+-------------+---------------+-------------+--------------+
| Cost of share based | - | 1,488,365 | - | - | | 1,488,365 |
| payments | | | | | | |
+----------------------+------------+---------------------+-------------+---------------+-------------+--------------+
| As at 30 June 2010 | 58,618,042 | 6,761,551 | (1,927,542) | (41,464,315) | - | 21,987,736 |
+----------------------+------------+---+-------------+---+-------------+---------------+-------------+--------------+
The above Statement of Changes in Equity should be read in conjunction with the
accompanying Notes
The following sections are available in the full version of the Annual Financial
Report on Berkeley Resources Limited's website:
www.berkeleyresources.com.au
Notes to the Financial Statements
Directors' Declaration
Auditor's independence Declaration
Independent Auditor's Report
This information is provided by RNS
The company news service from the London Stock Exchange
END
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