TIDMBKY

RNS Number : 7050X

Berkeley Resources Limited

20 February 2012

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement,

application for quotation of additional securities

and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003.

 
Name of entity 
Berkeley Resources Limited 
 
 
ABN 
40 052 468 569 
 

We (the entity) give ASX the following information.

Part 1 -- All issues

You must complete the relevant sections (attach sheets if there is not enough space).

 
 1    +Class of +securities                                                    Employee Incentive Options - 
       issued or to be issued                                                   47.5 cents 
 
      Number of +securities 
       issued or to be issued 
       (if known) or maximum 
       number which may be 
 2     issued                                                                  500,000 
 
 3    Principal terms of                                                       Employee Incentive Options exercisable 
       the +securities (eg,                                                     at 47.5 cents each vesting as 
       if options, exercise                                                     follows: 
       price and expiry date; 
       if partly paid +securities,                                              300,000 on or after 22 December 
       the amount outstanding                                                   2013 
       and due dates for payment;                                               200,000 on or after 22 December 
       if +convertible securities,                                              2014 
       the conversion price 
       and dates for conversion)                                                All options expire on 22 December 
                                                                                2015 
 
 4    Do the +securities                                          Not applicable 
      rank equally in all 
      respects from the date 
      of allotment with an 
      existing +class of 
      quoted +securities? 
 
      If the additional securities 
      do not rank equally, 
      please state: 
       *    the date from which they do 
 
 
       *    the extent to which they participate for the next 
            dividend, (in the case of a trust, distribution) or 
            interest payment 
 
 
       *    the extent to which they do not rank equally, other 
            than in relation to the next dividend, distribution 
            or interest payment 
 
 5    Issue price or consideration                                Nil 
 
      Purpose of the issue                                                     Granted to employees in accordance 
       (If issued as consideration                                              with the terms of the Berkeley 
       for the acquisition                                                      Employee Options Scheme which 
  6    of assets, clearly                                                       was approved by Shareholders 
       identify those assets)                                                   on 20 September 2011. 
 
 7      Dates of entering                                                      20 February 2012 
         +securities into uncertificated 
         holdings or despatch 
         of certificates 
 
                                                                  Number                      +Class 
        Number and +class 
         of all +securities 
         quoted on ASX (including 
         the securities in 
 8       clause 2 if applicable)                                  174,298,273                 Ordinary shares 
                                                                   11,989,428                  $0.75 Options 
                                                                                             -------------------------- 
 
 
 
                                    Number       +Class 
                                                 $1.00 Incentive 
                                                  Options 
                                                  $1.25 Incentive 
                                                  Options - 2013 
                                                  $1.35 Incentive 
                                    495,833       Options 
                                     1,000,000    $0.41 Incentive 
      Number and +class                           Options 
       of all +securities            2,311,666    $0.41 Incentive 
       not quoted on ASX             2,000,000    Options 
       (including the securities     1,000,000    $0.475 Incentive 
 9     in clause 2 if applicable)    500,000      Options 
                                                ------------------ 
 
 10   Dividend policy (in           Not applicable 
       the case of a trust, 
       distribution policy) 
       on the increased capital 
       (interests) 
 

Part 2 -- Bonus issue or pro rata issue

 
 11   Is security holder                     Not applicable 
       approval required? 
 
 12   Is the issue renounceable              Not applicable 
       or non-renounceable? 
 
 13   Ratio in which the                     Not applicable 
       +securities will be 
       offered 
 
 14   +Class of +securities                  Not applicable 
       to which the offer 
       relates 
 
 15   +Record date to determine              Not applicable 
       entitlements 
 
 16   Will holdings on different             Not applicable 
       registers (or subregisters) 
       be aggregated for calculating 
       entitlements? 
 
 17   Policy for deciding                    Not applicable 
       entitlements in relation 
       to fractions 
 
 18                Names of countries        Not applicable 
                    in which the entity 
                    has +security holders 
                    who will not be sent 
                    new issue documents 
                    Note: Security holders 
                    must be told how their 
                    entitlements are to 
                    be dealt with. 
                    Cross reference: rule 
                    7.7. 
 
 19   Closing date for receipt               Not applicable 
       of acceptances or renunciations 
 
 20   Names of any underwriters              Not applicable 
 
 21   Amount of any underwriting             Not applicable 
       fee or commission 
 
 22   Names of any brokers                   Not applicable 
       to the issue 
 
 23   Fee or commission payable              Not Applicable 
       to the broker to the 
       issue 
 
 24   Amount of any handling                 Not applicable 
       fee payable to brokers 
       who lodge acceptances 
       or renunciations on 
       behalf of +security 
       holders 
 
 25   If the issue is contingent             Not applicable 
       on +security holders' 
       approval, the date 
       of the meeting 
 
 26   Date entitlement and                   Not applicable 
       acceptance form and 
       prospectus or Product 
       Disclosure Statement 
       will be sent to persons 
       entitled 
 
 27   If the entity has issued               Not applicable 
       options, and the terms 
       entitle option holders 
       to participate on exercise, 
       the date on which notices 
       will be sent to option 
       holders 
 
 28   Date rights trading                    Not applicable 
       will begin (if applicable) 
 
 29   Date rights trading                    Not applicable 
       will end (if applicable) 
 
 30   How do +security holders               Not applicable 
       sell their entitlements 
       in full through a broker? 
 
 31   How do +security holders               Not applicable 
       sell part of their 
       entitlements through 
       a broker and accept 
       for the balance? 
 
 32   How do +security holders               Not applicable 
       dispose of their entitlements 
       (except by sale through 
       a broker)? 
 
 33   +Despatch date                         Not applicable 
 

Part 3 -- Quotation of securities

You need only complete this section if you are applying for quotation of securities

 
 34    Type of securities 
        (tick one) 
 (a)     Securities described in Part 1 
 
 
 
 (b)                All other securities 
                     Example: restricted securities at the end of the 
                     escrowed period, partly paid securities that become 
                     fully paid, employee incentive share securities 
                     when restriction ends, securities issued on expiry 
                     or conversion of convertible securities 
 

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

 
 Tick to indicate you are providing 
  the information or documents 
 
 
 35   If the +securities are +equity securities, the 
       names of the 20 largest holders of the additional 
       +securities, and the number and percentage of 
       additional +securities held by those holders 
 
 36   If the +securities are +equity securities, a distribution 
       schedule of the additional +securities setting 
       out the number of holders in the categories 
       1 - 1,000 
       1,001 - 5,000 
       5,001 - 10,000 
       10,001 - 100,000 
       100,001 and over 
 
 37   A copy of any trust deed for the additional +securities 
 

Entities that have ticked box 34(b)

 
 38   Number of securities                                         Not applicable 
       for which +quotation 
       is sought 
 
 39   Class of +securities                                         Not applicable 
       for which quotation 
       is sought 
 
 40   Do the +securities                                           Not applicable 
       rank equally in all 
       respects from the date 
       of allotment with an 
       existing +class of 
       quoted +securities? 
 
       If the additional securities 
       do not rank equally, 
       please state: 
        *    the date from which they do 
 
 
        *    the extent to which they participate for the next 
             dividend, (in the case of a trust, distribution) or 
             interest payment 
 
 
        *    the extent to which they do not rank equally, other 
             than in relation to the next dividend, distribution 
             or interest payment 
 
 41                Reason for request                              Not applicable 
                    for quotation now 
                    Example: In the case 
                    of restricted securities, 
                    end of restriction 
                    period 
 
                    (if issued upon conversion 
                    of another security, 
                    clearly identify that 
                    other security) 
 
                                                                   Number           +Class 
 42   Number and +class of                                         Not applicable 
       all +securities quoted 
       on ASX (including the 
       securities in clause 
       38) 
                                                                                   -------------- 
 
 

Quotation agreement

1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX may quote the +securities on any conditions it decides.

   2          We warrant the following to ASX. 

-- The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.

   --           There is no reason why those +securities should not be granted +quotation. 

-- An offer of the (+) securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

-- Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.

-- We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the +securities to be quoted, it has been provided at the time that we request that the +securities be quoted.

-- If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.

3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

                 Sam Middlemas                                  Date: 20 February 2012 

(Director/Company secretary)

== == == == ==

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The company news service from the London Stock Exchange

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