Berkeley Eng Regulatory News (BKY)

BERKELEY RESOURCES LIMITED

ANNUAL FINANCIAL REPORT

30 JUNE 2013

ABN 40 052 468 569

CORPORATE DIRECTORY

DIRECTORS' REPORT

30 JUNE 2013

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 2013 ("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:

Mr Ian Middlemas - Non-Executive Chairman

Dr James Ross - Non-Executive Deputy Chairman

Mr Robert Behets - Non-Executive Director

Señor Jose Ramon Esteruelas - Non-Executive Director (resigned 29 November 2012)

Mr Matthew Syme - Non-Executive Director (resigned 2 August 2012)

Unless otherwise disclosed, Directors held their office from 1 July 2012 until the date of this report.

CURRENT DIRECTORS AND OFFICERS

Ian Middlemas

Non-Executive Chairman

Qualifications - B.Com, CA

Mr Middlemas is a Chartered Accountant, a member of the Financial Services Institute of Australasia and holds a Bachelor of Commerce degree. He worked for a large international Chartered Accounting firm before joining the Normandy Mining Group where he was a senior group executive for approximately 10 years. He has had extensive corporate and management experience, and is currently a director with a number of publicly listed companies in the resources sector.

Mr Middlemas was appointed a Director and Chairman of Berkeley Resources Limited on 27 April 2012. During the three year period to the end of the financial year, Mr Middlemas has held directorships in Prairie Downs Metals Limited (August 2011 - present), Papillon Resources Limited (May 2011 - present), Pacific Ore Limited (April 2010 - present), Wildhorse Energy Limited (January 2010 - present), Equatorial Resources Limited (November 2009 - present), WCP Resources Limited (September 2009 - present), Sovereign Metals Limited (July 2006 - present), Sierra Mining Limited (January 2006 - present), Odyssey Energy Limited (September 2005 - present), Global Petroleum Limited (April 2007 - December 2011), Coalspur Mines Limited (March 2007 - October 2011), Mantra Resources Limited (September 2005 - June 2011), Aguia Resources Limited (September 2008 - August 2010) and Pacific Energy Limited (June 2006 - August 2010).

James Ross AM

Non-Executive Deputy Chairman

Qualifications - B.Sc. (Hons.), 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. He has not been a Director of another listed company in the three years prior to the end of the financial year.

Robert Behets

Non-Executive Director

Qualifications - B.Sc (Hons), FAusIMM, MAIG

Mr Behets is a geologist with over 25 years' experience in the mineral exploration and mining industry in Australia and internationally. He was instrumental in the founding, growth and development of Mantra Resources Limited, an African focused uranium company, through to its acquisition by ARMZ for approximately A$1 billion in 2011. Prior to Mantra, Mr Behets held various senior management positions during a long career with WMC Resources Limited.

Mr Behets has a strong combination of technical, commercial and managerial skills and extensive experience in exploration, mineral resource and ore reserve estimation, feasibility studies and operations across a range of commodities, including uranium, gold and base metals. He is a Fellow of The Australasian Institute of Mining and Metallurgy, a Member of the Australian Institute of Geoscientists and a current member of the Australasian Joint Ore Reserve Committee (JORC).

Mr Behets was appointed a Director of the Company on 27 April 2012. During the three year period to the end of the financial year, Mr Behets has held directorships in Papillon Resources Limited (May 2012 - present) and Mantra Resources Limited (November 2005 - June 2011).

Francisco Bellón

General Manager Operations

Qualifications - M.Sc

Mr Bellón is a Mining Engineer (MSc) with further specialisation in mineral processing and metallurgy with over 18 years experience in operational and project management roles in Europe, South America and West Africa. He held various senior management roles with TSX listed Rio Narcea Gold Mines during a 10 year career with the company, including Plant Manager for El Valle/Carles process facility and Operations Manager prior to its acquisition by Lundin Mining in 2007. During this period, Mr Bellón was involved in the development, construction, commissioning and production phases of a number of mining operations in Spain and Mauritania including El Valle-Boinás / Carlés (open pit and underground gold-copper mines in northern Spain), Aguablanca (open pit nickel-copper mine in southern Spain) and Tasiast (currently Kinross' world class open pit gold mine in Mauritania). He subsequently joined Duro Felguera, a large Spanish engineering house, where as Manager of the Mining Business, he managed the peer review, construction and commissioning a number of large scale mining operations in West Africa and South America in excess of US$1B.

Mr Bellón joined Berkeley Resources in May 2011.

Javier Colilla

Senior Vice President Corporate

Qualifications - Econ (Hons), LLB (Hons), MBA

Mr Colilla is a Mineral Economist and Lawyer, with a MBA degree. With prior experience in auditing and insurance sectors, he has over 25 years experience in the mining sector commencing as the Managing Director of an international drilling company in the early 1980's. He subsequently worked for Anglo American as General Manager of their Spanish subsidiaries, whilst also contributing as international staff member to several projects in Europe and South America. Mr Colilla held various executive management roles during a long career with the TSX listed Rio Narcea Gold Mines, including Vice President Business Development, Chief Financial Officer, Senior Vice President Corporate, as well as Administrator/Director of its subsidiaries. During this period, he was involved in all aspects of commercial, legal and joint venture management, permitting, stakeholder engagement, government liaison and project financing for a number of mining operations in Spain and internationally including El Valle-Boinás / Carlés, Aguablanca and Tasiast. Following the acquisition of Rio Narcea Gold Mines by Lundin Mining in 2007, Mr Colilla consulted on renewable energies projects and advised several international leading legal firms in the areas of public aid financing (domestic and international) financing and due diligence exercises in relation to Spanish mining companies being acquired by multinational mining groups.

Mr Colilla joined Berkeley Resources in April 2010.

Mr Clint McGhie

Company Secretary and Chief Financial Officer

Qualifications - B.Com, CA, ACIS, FFin

Mr McGhie is a Chartered Accountant and Chartered Secretary. He commenced his career at a large international Chartered Accounting firm, before moving to commerce in the role of financial controller and company secretary. Mr McGhie now works in the corporate office of a number of public listed companies focussed on the resources sector.

Mr McGhie was appointed Company Secretary and Chief Financial Officer of Berkeley Resources Limited on 18 May 2012.

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

DIVIDENDS

No dividends have been declared, provided for or paid in respect of the financial year ended 30 June 2013 (2012: nil).

EARNINGS PER SHARE

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

OPERATING AND FINANCIAL REVIEW

Berkeley is a uranium exploration and development company with a quality resource base in Spain. The Company is currently focussed on advancing its wholly owned flagship Salamanca Project.

The Salamanca Project comprises the Retortillo, Alameda and Gambuta deposits plus a number of other Satellite deposits located in western Spain.

The Company completed an initial assessment of the integrated development of the Retortillo and Alameda deposits in November 2012. The results of this Scoping Study clearly demonstrated the potential of the Salamanca Project to support a significant scale, long life uranium mining operation. The Company subsequently commenced a Pre-Feasibility Study ('PFS') which is well advanced.

Operations

Highlights during, and subsequent to, the financial year end include:

(i) Positive Scoping Study

Using only the Mineral Resource Estimates ('MRE') for Retortillo and Alameda, as a base case scenario, the results of a positive Scoping Study confirmed the technical and economic viability of the Salamanca Project, including:

· Initial mine life of 11 years, including 7 years steady state operation, with strong potential to increase;

· Steady state annual production of 3.2 million pounds U3O8, with average annual production of 2.6 million pounds U3O8 over the life of mine;

· Life of mine average operating costs of US$25.65 per pound of U3O8;

· Upfront capital cost of US$83.6 million to deliver initial production. A further US$95.0 million, incurred in the second year of production and largely funded from operating cashflow, to achieve steady state operation; and

· The Project's capital cost reflects the excellent existing infrastructure, use of heap leaching as the preferred processing route, and the favoured mining contractor scenario (no mining fleet capital expenditure).

(ii) Advancement of Pre-Feasibility Study

A PFS for the Salamanca Project, which is focussed on the integrated development of Retortillo and Alameda, has been the Company's key focus during the second half of the year.

The PFS is being led by Johannesburg based SENET, assisted by SRK Consulting for mine design, Knight Piesold for heap design, Duro Felguera for project cost estimates and URS for environmental management.

The Study is well advanced and on schedule for completion by the end of September 2013. Work completed to date includes:

· Metallurgical testwork programs at the Mintek laboratories in Johannesburg and the Australian Nuclear Science and Technology Organisation ('ANSTO') facilities in Sydney;

· Resource infill drilling aimed at upgrading the classification of a significant portion of the current Inferred MRE at Retortillo to the Indicated category; and

· Mining waste characterisation testwork, geotechnical testwork, hydrogeology studies, infrastructure and site layout assessment, heap leach pad design, and a detailed mine scheduling and materials movement optimisation study.

(iii) Positive Progress with Permitting

The permitting process for Retortillo continued to advance:

· Successful completion of a public information process which entailed the Company's Exploitation Plan, Reclamation and Closure Plan, Environmental and Social Impact Assessment ('EIA'), Initial Authorisation of the Process Plant as a Radioactive Facility, and Exceptional Authorisation for Land Use (application for reclassification from rural to mining use) being submitted for review during a 30 day Public Information Period;

· A favourable recommendation report has been provided by the Environmental Technical and Executive Committees of the Regional Government following their review of the Company's EIA and associated documentation;

· The Declaration of Environmental Impact (Environmental Licence) is now only pending the formal approval of the Minister of Environment of the Regional Government and subsequent release in the Official Gazette. The Declaration of Environmental Impact, along with the compulsory recommendation report from the Nuclear Safety Council ('NSC') and the approval of Company's Exploitation and Reclamation and Closure Plans, are prerequisites for the granting of the Exploitation Concession (Mining Licence); 

· The NSC has submitted a favourable recommendation report regarding the granting of the Exploitation Concession to the Regional Government following its review of the Company's plans for exploitation, reclamation and closure; and

· The Exceptional Authorisation for Land Use (application for reclassification from rural to industrial use) of the affected surface land area at Retortillo has been approved by the relevant authorities at the Urban and Town Planning Department of Salamanca, subject to the issuance of the Environmental Licence.

(iv) Gambuta Resource Update

An updated Inferred MRE of 12.7 million tonnes averaging 394 ppm U3O8 for a contained 11.1 million pounds of U3O8 at a lower cut-off grade of 200 ppm U3O8 was reported for Gambuta. This represented a 20% increase in contained uranium compared to the prior MRE and reflected the results of an infill drilling program which intersected thicker zones of high grade mineralisation and extended the limits of the deposit.

The evaluation of the Gambuta deposit has been advanced to the Scoping Study stage.

(v) High Grade Mineralisation Intersected at Zona 7

Assay results returned from a recent reverse circulation ('RC') drilling program have confirmed that the Zona 7 mineralisation extends a further 1,200 metres to the southwest of the current resource area. The drilling essentially doubled the strike extent of the mineralised zone and it remains open. Significant high grade intersections have been recorded at shallow depths (from 9 metres to a maximum depth of 84 metres), with thicknesses up to 29 metres. Better intercepts included 29 metres @ 3,391 ppm U3O8, 17 metres @ 1,260 ppm U3O8, 15 metres @ 1,392 ppm U3O8, 25 metres @ 683 ppm U3O8 and 13 metres @ 1,161 ppm U3O8.

Zona 7 is the largest of the Retortillo Satellite Deposits and currently hosts an Inferred MRE of 3.9 million tonnes averaging 414 ppm U3O8 for a contained 3.6 million pounds of U3O8 at a 200 ppm U3O8 cut-off grade. This Inferred MRE is as at July 2012 and does not include the results of the recent drilling. It is located within 10 kilometres of the proposed location of the centralised processing plant at Retortillo.

Salamanca Project

Berkeley's flagship Salamanca Project ('the Project') comprises the Retortillo, Alameda and Gambuta deposits, plus a number of other Satellite deposits located in western Spain.

Project Evaluation

Scoping Study Results

In November 2012, the Company completed an initial assessment of the integrated development of Retortillo and Alameda and reported the results of the Scoping Study ('the Study'), which clearly demonstrated the potential of the Salamanca Project to support a significant scale, long life uranium mining operation.

The Study was managed by Berkeley with input from a number of industry-recognised specialist consultants covering the key disciplines. The Study incorporated all of the information generated from the previous studies conducted on Retortillo and Alameda, as well as additional drilling and metallurgical testwork data.

Using only the MREs for Retortillo and Alameda, which totalled 33.9 million pounds U3O8 (35.9 million tonnes at 429 ppm; 200 ppm U3O8 cut-off grade), as a base case scenario, the Study showed that the Project can support an average annual production of 3.2 million pounds of U3O8 during the seven years of steady state operation and 2.6 million pounds of U3O8 over a minimum eleven year mine life. There is strong potential to increase this production profile and mine life through the exploitation of additional resources held by the Company and with ongoing exploration work.

The Study was based on open pit mining, heap leaching, a centralised process plant at Retortillo, and a remote ion exchange operation at Alameda, with loaded resin trucked to the centralised plant for final extraction and purification. The Company favoured a contractor mining scenario. The average annual ore processing rate during steady state operation was 5.5 million tonnes. Operating cost estimates (C1 cash costs) averaged US$25.65 per pound U3O8 over the life of mine.

The initial capital cost (nominally ± 30% accuracy) for the Project were estimated at US$83.6 million. This cost is inclusive of all mine, processing, infrastructure and indirect costs required to develop and commence production at Retortillo. A further US$95.0 million of capital, incurred in the second year of production and largely funded from operating cashflow, is required to develop Alameda and achieve steady state operation. The Project's capital cost reflects the excellent existing infrastructure, use of heap leaching as the preferred processing route, and the favoured mining contractor scenario (no mining fleet capital expenditure).

For further details on the Scoping Study referred to the Company's ASX Announcement dated 29 November 2012.

Pre-Feasibility Study

Following completion of the Scoping Study, Berkeley commenced a PFS for the Salamanca Project. The PFS, which is focussed on the integrated development of Retortillo and Alameda, is being led by SENET, assisted by SRK Consulting for the mine design, Knight Piesold for heap design, Duro Felguera for project cost estimates and URS for environmental management.

A mine scheduling and materials movement optimisation study, further metallurgical testwork programs at Mintek's laboratory in Johannesburg and the ANSTO facilities in Sydney, and infrastructure and site layout assessments have been undertaken as part of the PFS, with the aim of identifying opportunities to further enhance the Project economics through capital and operating cost reductions. Engineering studies are being developed to support a capital cost estimate for the Project to a level of accuracy of nominally ±20%. A resource infill drilling program has also been completed at Retortillo.

The PFS is well advanced and remains on schedule for completion by the end of September 2013.

Resource Drilling

The current MREs for Retortillo and Alameda have 61% and 95% of the total resource respectively classified into the Indicated Resource category (refer June 2012 Quarterly Report and Table 1). The MRE's were prepared by Berkeley in July 2012 and reported in accordance with the JORC Code (2004).

Table 1 - Summary of Mineral Resource Estimates

An infill drilling program, aimed at upgrading the classification of the portion of the Inferred Resource that falls within the optimised pit outline into the Indicated category, was completed at Retortillo during the June quarter of 2013.

In total, the resource infill program comprised 67 RC drill holes for approximately 4,400 metres. Assay results returned from the drilling were largely in line with expectations based on the July 2012 resource model, with some local variability observed. Significant intersections were recorded at shallow depths (from surface to a maximum depth of 88 metres) with thicknesses up to 21 metres. The drilling also confirmed that the mineralisation extends a further 200 metres to the northwest beyond the northern limit of the current resource boundary and it remains open. Select intercepts from the drilling program included:

The data obtained from this drilling program will form the basis for a revised MRE for Retortillo, which will be completed in September and be incorporated into the PFS.

Diamond drilling ('DD') was also conducted at Retortillo and Alameda during the year to provide drill core for metallurgical and geotechnical testwork. A total of 43 DD holes for approximately 2,030 metres were drilled (Table 2).

Metallurgical Testwork

A comprehensive metallurgical testwork program has been completed at the Mintek laboratories in Johannesburg. The testwork program was aimed at confirming the leaching efficiency for each phase of the mine schedule and testing ore variability with respect to geo-mechanical behaviour at both Retortillo and Alameda, and with respect to size distribution at Alameda.

Key outcomes of the testwork program include:

· Column stacking tests performed on fresh feed and residues from both Retortillo and Alameda confirmed that heap stacking heights of six metres can be used in the PFS

Ø The results demonstrated that all Retortillo heads and residues have a minimum porosity of 30%, giving a bulk density below 1.85 at a stacking height of 10 metres. At a 10 metre stacking height the saturated hydraulic conductivities were above the target of 100 times the target application rate.

Ø Alameda material was shown to be substantially more competent than the Retortillo material. Degradation and fines generation during leaching was minimal, suggesting that little change to the hydraulic properties will occur during the leach cycle. The residue samples at -12mm crush size maintained saturated hydraulic conductivities above the target at stacking heights of 10 metres.

· Hydrodynamic column tests performed on Retortillo residues confirmed that the heap would be geotechnically stable at the assumed stack height and irrigation rate

Ø Heap saturation of less than 50% was recorded for Retortillo residues at a bulk density equivalent to a six metre stack height and at an irrigation rate of 10 L/m2/hr. This is well below the threshold heap saturation for geotechnical stability of 75-85%. No stability issues are envisaged for the Alameda heap given that the ore is substantially more competent than the Retortillo ore.

· Recovery data have shown optimal metallurgical recovery performance at the crush sizes of 40mm and 12mm for Retortillo and Alameda respectively. A direct relationship between recovery and crush size has been observed in all tests at Alameda, whilst recovery at Retortillo has been shown to be relatively insensitive to crush size.

· Uranium recovery of 85% is anticipated for both Retortillo and Alameda based on the testwork results, which is consistent with previous testwork campaigns. The 85% uranium recovery assumption takes into account the results obtained from 24 column tests carried out on three representative samples from each deposit and tested under different leaching conditions.

· Acid consumption reported during the testwork averaged 18 kilograms per tonne for both Retortillo and Alameda. An opportunity to further improve the acid consumption by optimizing the pH in which uranium can be dissolved (minimising the dissolution of other elements, principally iron) will be evaluated in the next phase of testwork.

A further metallurgical testwork program, designed to facilitate the selection of the optimal backend of the process, was completed at ANSTO. The testwork program compared the performance of direct Solvent Extraction ('SX') and ammonium diuranate ('ADU') precipitation with that of ion exchange ('IX') and UO4 precipitation, with the results confirming the Scoping Study process flowsheet assumption that direct SX and ADU precipitation is the best option.

Other PFS Testwork and Activities

Other key work programs completed to date include:

· Waste characterisation testwork results have shown the properties of the three types of mining waste to be consistent with those of previous evaluations. Mining waste has been characterised and classified as follows:

Ø Oxide waste ('inert waste') - an inert waste that can be handled as a typical mining waste

Ø Acid Rock Drainage ('ARD') - potential acid generator due to a marginal sulphide content

Ø Natural Occurring Radioactive Materials ('NORM') - rock containing very low residual uranium below the mining cut-off grade

· Geotechnical testwork has been conducted on drill core from the Retortillo deposit and from the proposed sites of key infrastructure e.g. heap leach pads, waste dumps, at both Retortillo and Alameda. The testwork results have been reviewed by SRK Consulting and their recommendations incorporated into the open pit designs (slope angles etc.). The testwork results have been also been reviewed by SENET who have determined the proposed infrastructure sites to be suitable.

· Hydrogeological models have been updated with new information relating to dewatering of the open pits. The operational water balance has subsequently been updated and highlighted a net reduction in the volume of water required to be sourced from local water courses at Retortillo. The modelling confirmed that no water is required to be sourced from local water courses at Alameda.

· Engineering and design activities, including the project site layout assessment have been completed. Taking into account the column stacking testwork results and the requirements of the ripios backfilling schedule, the final heap leach pad designs comprise two, six metre lifts at both Retortillo and Alameda.

Capital and operating costs, to a level of accuracy of nominally +/- 20%, are currently being estimated. The capital costs are based on engineering designs and quoted prices from suppliers and local construction companies. The operating costs are being developed in conjunction with the project design criteria, process flow sheets, mass balance, mechanical and electrical equipment lists and in-country labour cost data. The operating cost estimates include quoted unit rates based on proposals from local and international suppliers for mining activities, consumables, energy, reagents and other major items.

Scoping Study - Gambuta

The Gambuta deposit is located approximately 145 kilometres to the southeast of Retortillo. During June 2012, an additional 16 RC drill holes for approximately 1,200 metres and three DD holes for 270 metres were completed as part of an infill program focussed on the north-western portion of the deposit. 

Assay results returned from the drilling confirmed the continuity of thick zones of high grade mineralisation at shallow depths, slightly extended the mineralisation on the northern and southern boundaries, and included thicker intersections than recorded in the previous drilling. Select intercepts from the drilling program included:

A revised Inferred MRE of 12.7 million tonnes at 394 ppm U3O8 for a total of 11.1 million pounds of U3O8 at a 200 ppm U3O8 cut-off grade was subsequently reported in September 2012 (refer September 2012 Quarterly Report). This represented a 20% increase in contained uranium compared to the prior MRE (9.2 million pounds U3O8).

The Inferred MRE formed the basis of a Desktop Study completed in late 2012 which showed the geometry, average thickness and depth of the mineralisation make it amenable to shallow open pit mining with a low ore to waste strip ratio.

Following the positive results of the Desktop Study, the Company has advanced the evaluation of the deposit to the Scoping Study stage. The conceptual approach is based on open pit mining, heap leaching, and a remote IX operation, with the loaded resin being trucked to the proposed centralised plant at Retortillo for final extraction and purification.

The scope of work includes initial metallurgical testwork on a 330 kilogram representative sample, comprising bond crushability and bond abrasion tests, diagnostic leach tests, mineralogy, and column leach tests at various crush sizes. The testwork program is being conducted at the Mintek laboratories in Johannesburg.

A geotechnical evaluation which includes relogging of drill core, preliminary open pit optimisation and mine design, preliminary heap leach pad design, and a site layout and infrastructure assessment is also underway.

Permitting

The permitting processes for Retortillo, Alameda and Gambuta were advanced during the year.

At Retortillo, a 30 day Public Information Period ('PIP') was completed in September 2012. Core documents submitted as part of the public information process included the Exploitation Plan, Reclamation and Closure Plan, Environmental and Social Impact Assessment ('EIA'), Initial Authorisation of the Process Plant as a Radioactive Facility, and Exceptional Authorisation for Land Use (application for reclassification from rural to mining use). The Company prepared responses to public comments received and, following review and evaluation by the relevant authorities, additional mitigation measures were incorporated into the core documents and the Project raised for mining and environmental approval.

A favourable recommendation report has been provided by the Environmental Technical and Executive Committees of the Regional Government following their review of the Company's EIA and associated documentation. The administrative process relating to the Declaration of Environmental Impact (Environmental Licence) is now in its final stages, with only the formal approval of the Minister of Environment of the Regional Government and subsequent release in the Official Gazette pending. The Declaration of Environmental Impact, along with the compulsory recommendation report from the Nuclear Safety Council ('NSC') and the approval of Company's Exploitation and Reclamation and Closure Plans, are prerequisites for the granting of the Exploitation Concession (Mining Licence).

Following its review of the Company's plans for exploitation, reclamation and closure, the NSC submitted a favourable recommendation report regarding the granting of the Exploitation Concession to the Ministry of Economy and Employment of the Regional Government in August 2013.

Regarding the Initial Authorisation of the process plant as a radioactive facility, the NSC has communicated that its recommendation report will be will be issued to the Ministry of Industry, Commerce and Tourism of the Central Government, once the Exploitation Concession has been granted.

The Exceptional Authorisation for Land Use (application for reclassification from rural to industrial use) of the affected surface land area at Retortillo has been approved by the relevant authorities at the Urban and Town Planning Department of Salamanca, subject to the issuance of the Environmental Licence.

Ancillary permits, such as those associated with water capture and discharge and road deviations, are also currently being advanced. The applications have been submitted and discussions have been held with the relevant authorities (including the Water Authority and Roads Department).

The permitting process for Alameda commenced late in 2012 with the submission to the regulatory authorities of the Environmental Scoping Document and documentation associated with the Exceptional Authorisation for Land Use.

The documents required for the next phase of permitting at Alameda, including the Exploitation Plan, Reclamation and Closure Plans, and the EIA will be submitted following completion of the PFS.

The permitting process for Gambuta has recently commenced with the submission to the regulatory authorities of the Environmental Scoping Document.

Exploration

Zona 7

A comprehensive review of all available data for the tenements surrounding the Company's existing resources, undertaken in early 2013, identified the potential extension of Zona 7 to the southwest as a priority drill target.

Zona 7 is the largest of the Retortillo Satellite Deposits and currently hosts an Inferred MRE of 3.9 million tonnes averaging 414 ppm U3O8 for a contained 3.6 million pounds of U3O8 at a 200 ppm U3O8 cut-off grade (refer ASX June 2012 Quarterly Report). It is located within 10 kilometres of the proposed location of the centralised processing plant at Retortillo.

Assay results returned from 18 RC drill holes, totalling approximately 1,130 metres, have confirmed that the Zona 7 mineralisation extends a further 1,200 metres to the southwest of the current resource area. The drilling essentially doubled the strike extent of the mineralised zone and it remains open. Significant high grade intersections have been recorded at shallow depths (from 9 metres to a maximum depth of 84 metres), with thicknesses up to 29 metres. Select intercepts include:

The delineation of this zone of shallow, high grade mineralisation extending well beyond the current resource boundary at Zona 7 is a clear demonstration of the exploration and resource growth potential of the Salamanca Project.

The data from the drilling program will now form the basis for an updated MRE for Zona 7 which is anticipated to be completed in the coming months.

A summary of all resource and exploration drilling completed by Berkeley during the year is presented in the following table.

Table 2: 2012/2013 Drilling Summary

Corporate

During the year, Mr Matthew Syme and Senor Jose Ramon Esteruelas resigned as Non-Executive Directors of the Company, effective 2 August 2012 and 29 November 2012 respectively.

On 9 November 2012, the Company issued 750,000 $0.475 Incentive Options to a key employee of the Company. The options expire 22 December 2015 and 375,000 vest on 12 December 2013 and 375,000 vest on 12 December 2014.

In April 2013, Shareholders approved Berkeley's Performance Rights Plan. The Plan is designed to reward superior performance based on materially improved Company performance in terms of growth in the value of the Company and resulting increases in Shareholder value. The Plan is intended to replace the existing Employee Share Option Plan which was most recently approved by Shareholders in September 2011. Following approval of the Plan, 4.67 million Performance Share Rights were issued on 3 May 2013.

On 15 May 2013, 11.89 million Listed Options expired unexercised.

In July 2012, Berkeley reached agreement with Enusa Industrias Avanzadas S.A. ('ENUSA') on terms which provide the Company with a 100% interest in select uranium resources within State Reserves held by ENUSA.

Under the agreement, Berkeley holds a 100% interest in, and the exploitation rights to, State Reserves 28 and 29 (which include the substantial unmined Alameda deposit) whilst waiving its rights to mine in State Reserves where ENUSA has undertaken rehabilitation. Refer to ASX Announcement dated 24 July 2012 for further details.

Results of Operations

The Consolidated Entity's net loss after tax for the year ended 30 June 2013 was $11,189,077 (2012: $13,487,535). This loss is partly attributable to:

(i) Exploration and evaluation expenses of $11,999,142 (2012: $14,531,985), which is attributable to the Group's accounting policy of expensing exploration and evaluation expenditure incurred subsequent to the acquisition of the rights to explore and up to the successful completion of definitive feasibility studies for each separate area of interest.

The reduction in exploration and evaluation expenditure in the year ended 30 June 2013 is a reflection of the activities undertaken during the year, including the internal management of the initial assessment of the integrated development of Retortillo and Alameda (with the results of the Scoping Study reported in November 2012), and an ongoing focus on costs control across all areas of the business.

(ii) Share based payments expense of $417,918 (2012: $497,111) was recognised in respect of incentive securities granted to directors, employees and key consultants. The Company expenses the incentive securities over the vesting period.

The Consolidated Entity also recognised interest income of $1,509,713 (2012: $2,448,221), and a rebate of $737,198 (2012: $153, 635) was received in respect of R&D activities undertaken in Australia.

Financial Position

At 30 June 2013, the Group had cash reserves of A$27.7 million, with no debt. This puts the Group in a strong financial position as it looks to complete the PFS and progress the development of the Salamanca Project.

The Group had net assets of $42,136,600 at 30 June 2013 (2012: 51,590,772), a decrease of $9,454,172 or approximately 22% compared with the previous year. This decrease is consistent with the reduced cash balance and is largely attributable to the comprehensive loss for the year, comprising: (i) the current year's net loss after income tax, and (ii) the foreign exchange gain arising on the translation of the Group's foreign operations.

The increase in the Exploration expenditure asset from $13,011,723 at 30 June 2012 to $14,173,930 is attributed to the devaluation of the Australian dollar (AUD) against the Euro, with approximately $8.53 million (€6 million) of the Exploration asset denominated in Euro and revalued in AUD at each balance date.

The increase in trade creditors from $987,812 at 30 June 2012 to $2,172,953 is a reflection of the increased activity at the end of 2013 as the Company moved towards completion of the PFS.

Business Strategies and Prospects for Future Financial Years

Berkeley's strategic objective is to create long-term shareholder value by becoming a uranium producer in the near to medium term, through the ongoing exploration, appraisal and development of its flagship Salamanca Project located in Spain.

The Company has a 100% interest in a total Mineral Resource estimated at 61.0 million pounds of contained U3O8 (64.4 million tonnes at 430 ppm U3O8 at a cut-off grade of 200 ppm U3O8) but has not to date defined Ore Reserves in accordance with the JORC Code (2004), nor has it commenced production. To achieve its strategic objective, the Company currently has the following business strategies and prospects over the medium term:

· Completion of a PFS for the Salamanca Project, scheduled for completion in September 2013;

· Subject to the results of the PFS, conduct a Definitive Feasibility Study ('DFS') for the Salamanca Project, scheduled for completion by the end of 2014;

· Commence evaluation of project finance options;

· Continue the permitting process with a view to obtaining all necessary permits and licences for construction and production in a timely fashion;

· Subject to the results of a positive DFS, obtaining all necessary permits and licences and project financing, advance the Salamanca Project through the development and construction phases and into production;

· Continue to explore its portfolio of tenements in Spain with a view to growing the resource base and potentially providing additional production sources to incorporate into the Salamanca Project; and

· Continue to assess new uranium and other business opportunities which can enhance shareholder value.

As with any other mining project, 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. The material business risks faced by the Company that are likely to have an effect on the Company's future prospects, and how the Company manages these risks, include:

· The exploration for, and development of, mineral deposits involves a high degree of risk. The ultimate development of the Company's project into a producing mine is dependent on a number of factors, including; successful studies, obtaining all necessary permits and licences, and subsequently the required project financing.

To mitigate this risk, the Company has undertaken systematic and staged exploration and testing programs, and a number of technical and economic studies with respect to the Salamanca Project. Further studies, including a DFS, will also be completed prior to advancing the Salamanca Project to the construction phase and into production.

The construction phase of the Company's Project will require substantial additional financing. Failure to obtain sufficient financing may result in delaying or indefinite postponement of any development of the Project. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be favourable to the Company.

The successful development of the Company's Project will also be dependent on the granting of a mining licence and other permits necessary for the construction and production phases. As with any exploration and development project, there is no guarantee that the Company will be successful in applying for and maintaining all required permits and licences to commence construction and subsequently enter into production.

· The Company may be adversely affected by fluctuations in commodity prices. The price of uranium fluctuates widely and is affected by numerous factors beyond the control of the Company. Future production from the Company's Project will be dependent upon the price of uranium being adequate to make these properties economic. The Company currently does not engage in any hedging or derivative transactions to manage commodity price risk, but as the Company's Project advances, this policy will be reviewed periodically;

· Global financial conditions may adversely affect the Company's growth and profitability. Many industries, including the mineral resource industry, are impacted by these market conditions. Some of the key impacts of the current financial market turmoil include contraction in credit markets resulting in a widening of credit risk, devaluations and high volatility in global equity, commodity, foreign exchange and energy markets, and a lack of market liquidity. A slowdown in the financial markets or other economic conditions may adversely affect the Company's growth and ability to finance its activities.

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 24 July 2012, the Company advised that it had reached agreement with ENUSA on terms which provided the Company with a 100% interest in select uranium resources within State Reserves held by ENUSA. The agreement successfully resolved long standing difficulties for all parties involved, including termination of the arbitration proceeding between the Company and ENUSA.

· Mr Matthew Syme resigned as a Non-Executive Director of the Company on 2 August 2012.

· On 9 November 2012, the Company issued 750,000 $0.475 Incentive Options to a key employee of the Company. The Options expire on 22 December 2015 and 375,000 vest on 12 December 2013 and 375,000 vest on 12 December 2014.

· On 29 November 2012, the Company released the results of a Scoping Study for the integrated development of the Retortillo and Alameda deposits, which demonstrated the potential of the Salamanca Project to support the significant scale, long life uranium mining operation.

· Señor Jose Ramon Esteruelas resigned as a Non-Executive Director of the Company on 29 November 2012.

· In April 2013, Shareholders approved Berkeley's Performance Rights Plan. Following the approval of the Plan, 4.67 million Performance Rights were issued on 3 May 2013.

· On 15 May 2013, 11.89 million Listed Options expired unexercised.

SIGNIFICANT POST BALANCE DATE EVENTS

As at the date of this report there are no matters or circumstances, which have arisen since 30 June 2013 that have significantly affected or may significantly affect:

· the operations, in financial years subsequent to 30 June 2013, of the Consolidated Entity;

· the results of those operations, in financial years subsequent to 30 June 2013, of the Consolidated Entity; or

· the state of affairs, in financial years subsequent to 30 June 2013, 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.

In September 2012, Berkeley qualified for certification in accordance with ISO 14001 of Environmental Management, which sets out the criteria for an environmental management system, and UNE 22480 of Sustainable Mining Management, which allows for the systematic monitoring and tracking of sustainability indicators, and is useful in the establishment of targets for constant improvement.

INFORMATION ON DIRECTORS' INTERESTS IN SECURITIES OF BERKELEY

Notes

(i) "Ordinary Shares" means fully paid ordinary shares in the capital of the Company.

(ii) "$0.45 Unlisted Options" means an option to subscribe for 1 Ordinary Share in the capital of the Company at an exercise price of $0.45 each on or before 30 June 2016.

(iii) "Performance Rights" means the right to subscribe to 1 Ordinary Share in the capital of the Company upon the completion of specific performance milestones by the Company.

SHARE OPTIONS AND PERFORMANCE RIGHTS

At the date of this report the following Options and Performance Rights have been issued over unissued Ordinary Shares of the Company:

• 1,000,000 Unlisted Options at an exercise price of $1.25 each that expire on 1 December 2013.

• 1,861,666 Unlisted Options at an exercise price of $1.35 each that expire on 18 June 2014.

• 1,000,000 Unlisted Options at an exercise price $0.41 each that expire on 21 September 2015.

• 1,750,000 Unlisted Options at an exercise price of $0.475 each that expire on 22 December 2015.

• 5,500,000 Unlisted Options at an exercise price of $0.45 each that expire on 30 June 2016.

• 968,000 Performance Rights at no exercise price that expire on 30 June 2014.

• 968,000 Performance Rights at no exercise price that expire on 30 June 2015.

• 1,318,000 Performance Rights at no exercise price that expire on 31 December 2016.

• 1,418,000 Performance Rights at no exercise price that expire on 31 December 2017.

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 95,050 new shares issued as a result of the exercise of Listed Options. There were 396,667 Unlisted Options that lapsed (forfeited) and 11,894,378 Listed Options that expired during the year. Since 30 June 2013, there have been no shares issued as a result of the exercise of Listed Options and no new shares issued as a result of the exercise of Unlisted Options on issue.

MEETINGS OF DIRECTORS

The following table sets out the number of meetings of the Company's Directors held during the year ended 30 June 2013, and the number of meetings attended by each director.

REMUNERATION REPORT (AUDITED)

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 ("KMP") of the Group during or since the end of the financial year were as follows:

Directors

Mr Ian Middlemas Non-Executive Chairman

Dr James Ross Non-Executive Deputy Chairman

Mr Robert Behets Non-Executive Director

Señor Jose Ramon Esteruelas Non-Executive Director (resigned 29 November 2012)

Mr Matthew Syme Non-Executive Director (resigned 2 August 2012)

Other KMP

Mr Francisco Bellón del Rosal General Manager Operations

Mr Javier Colilla Peletero Senior Vice President Corporate

Mr Clint McGhie Chief Financial Officer and Company Secretary

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 2012 until the date of this report.

Remuneration Policy

The remuneration policy for the Group's KMP 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 and development activities with a view to expanding and developing its resources. In line with the Group's accounting policy, all exploration expenditure up to and including the preparation of a definitive 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 KMP objectives with shareholder and business objectives.

Fixed Remuneration

Fixed remuneration consists of base salaries, as well as employer contributions to superannuation funds and other non-cash benefits. Non-cash benefits may include provision of motor vehicles, housing and health care benefits.

Fixed remuneration is reviewed annually by Board. The process consists of a review of Company and individual performance, relevant comparative remuneration externally and internally and, where appropriate, external advice on policies and practices.

Performance Based Remuneration - Short Term Incentive

Some KMP are entitled to an annual cash bonus upon achieving various key performance indicators ("KPI's"), as set by the Board. Having regard to the current size, nature and opportunities of the Company, the Board has determined that these KPI's will include measures such as successful completion of exploration activities (e.g. completion of exploration programs within budgeted timeframes and costs), development activities (e.g. completion of feasibility studies), corporate activities (e.g. recruitment of key personnel) and business development activities (e.g. project acquisitions and capital raisings). 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 KMP.

During the 2013 financial year, a total bonus sum of $50,326 was paid to KMP.

Performance Based Remuneration - Long Term Incentive

The Group has adopted a long-term incentive plan ("LTIP") comprising the "Berkeley Performance Rights Plan" (the "Plan") to reward KMP and key employees for long-term performance. Shareholders approved the Plan in April 2013 at a General Meeting of Shareholders and Performance Rights were issued under the Plan in May 2013.

The Plan provides for the issuance of unlisted performance share rights ("Performance Rights") which, upon satisfaction of the relevant performance conditions attached to the Performance Rights, will result in the issue of an Ordinary Share for each Performance Right. Performance Rights are issued for no consideration and no amount is payable upon conversion thereof.

To achieve its corporate objectives, the Company needs to attract and retain its key staff, whether employees or contractors. The Board believes that grants made to eligible participants under the Plan will provide a powerful tool to underpin the Company's employment and engagement strategy, and that the implementation of the Plan will:

(a) enable the Company to incentivise and retain existing key management personnel and other eligible employees and contractors needed to achieve the Company's business objectives;

(b) enable the Company to recruit, incentivise and retain additional key management personnel and other eligible employees and contractors needed to achieve the Company's business objectives;

(c) link the reward of key staff with the achievements of strategic goals and the long term performance of the Company;

(d) align the financial interest of participants of the Plan with those of Shareholders; and

(e) provide incentives to participants of the Plan to focus on superior performance that creates Shareholder value.

Performance Rights granted under the Plan to eligible participants will be linked to the achievement by the Company of certain performance conditions as determined by the Board from time to time. These performance conditions must be satisfied in order for the Performance Rights to vest. Upon Performance Rights vesting, Ordinary Shares are automatically issued for no consideration. If a performance condition of a Performance Right is not achieved by the expiry date then the Performance Right will lapse.

During the financial year, Performance Rights with various expiry dates ranging from 30 June 2014 to 31 December 2017 were granted to certain KMP and other employees that vest upon various performance conditions set by the Company.

Prior to the adoption of the Plan, the Board had chosen to issue incentive options to KMP as a key component of the incentive portion of their remuneration, in order to attract and retain the services of the KMP and to provide an incentive linked to the performance of the Company.

The Board had a policy of granting options to KMP with exercise prices at and/or above market share price (at time of agreement). As such, incentive options granted to KMP would generally only be of benefit if the KMP performed 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 were no additional performance criteria on the incentive options granted to KMP, 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 KMP and the performance and value of the Company are closely related.

Impact of Shareholder Wealth on Key Management Personnel Remuneration

During the Group's exploration and development phases of its business, the Board anticipates that the Company 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 returns of capital. Therefore there was no relationship between the Board's policy for determining, or in relation to, the nature and amount of remuneration of KMP and dividends paid and returns of capital by the Company during the current and previous four financial years.

The Board does not directly base remuneration levels on the Company's share price or movement in the share price over the financial year and the previous four financial years. Discretionary annual cash bonuses are based upon achieving various non-financial KPI as detailed under 'Performance Based Remuneration - Short Term Incentive' and are not based on share price or earnings. As noted above, a number of Key Management Personnel have also been granted Performance Rights and options, which generally will be of greater value should the value of the Company's shares increase (subject to vesting conditions being met), and in the case of options, increase sufficiently to warrant exercising the incentive options granted.

Impact of Earnings on Key Management Personnel Remuneration

As discussed above, the Group is currently undertaking exploration and development 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 earnings during the current and previous four financial years when determining, and in relation to, the nature and amount of remuneration of KMP.

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 Performance Rights and incentive options in order to secure their services and as a key component of their remuneration.

General

Where required, KMP receive superannuation contributions (or foreign equivalent), currently equal to 9% of their salary (increased to 9.25% from 1 July 2013), 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 KMP is valued at cost to the company and expensed. Incentive options are valued using the Binomial option valuation methodology and validated by the Black Scholes option pricing model. The value of these incentive options is expensed over the vesting period. The fair value of the Performance Rights granted is estimated as at the date of grant using the seven day volume weighted average share price prior to issuance. The value of the Performance Right is expensed over the vesting period.

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:

Notes

(1) Mr Behets received Directors fees of $50,000 and consulting fees of $156,600 for additional services provided to the company;

(2) Mr Esteruelas resigned as a Non-Executive Director of the Company on 29 November 2012;

(3) Mr Syme resigned as a Non-Executive Director of the Company on 2 August 2012;

(4) Mr McGhie provides services as the Company Secretary and Chief Financial Officer through a services agreement between Berkeley 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 $24,000 (2012: $24,000); and

(5) Other Non-Cash Benefits includes payments made for housing, car-parking and insurance premiums on behalf of the KMP, including Directors & Officers insurance.

Notes

(1) Mr Ian Middlemas was appointed a Non-Executive Director and Chairman of the Company on 27 April 2012;

(2) Mr Behets was appointed a Non-Executive Director of the Company on 27 April 2012;

(3) Mr Syme resigned as a Non-Executive Director of the Company on 2 August 2012;

(4) Mr Marsland was appointed as a Non-Executive Director on 25 August 2011 and resigned on 9 May 2012;

(5) Mr James resigned as Managing Director of the Company on 27 April 2012 (2,000,000 incentive options issued on 23 September 2011 were cancelled at this time as they had not vested);

(6) Mr Horne resigned as a Non-Executive Director of the Company on 1 January 2012;

(7) Mr Stalker resigned as a Non-Executive Director of the Company on 29 November 2011;

(8) Mr McGhie was appointed Company Secretary and Chief Financial Officer of the Company on 18 May 2012. Mr McGhie provides services as the Company Secretary and Chief Financial Officer through a services agreement between Berkeley 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 $24,000;

(9) Mr Sam Middlemas resigned as Company Secretary on 18 May 2012;

(10) Mr Turner was appointed Chief Financial Officer of the Company on 12 December 2012 and resigned on 27 April 2012 (1,500,000 incentive options were issued on 11 April 2012, of which 1,000,000 were forfeited on resignation; and

(11) Other Non-Cash Benefits includes payments made for housing, car-parking and insurance premiums on behalf of the KMP, including Directors & Officers insurance, and in some instances, working directors insurance.

Options and Performance Rights Granted to KMP

Details of Unlisted Options and Performance Rights granted by the Company to each Key Management Personnel of the Group during the financial year are as follows:

Notes

(1) For details on the valuation of the Unlisted Options and Performance Rights, including models and assumptions used, please refer to Note 18 to the financial statements.

Notes

(1) For details on the valuation of the options, including models and assumptions used, please refer to Note 18 to the financial statements;

(2) Each unlisted option converts into one Ordinary Share of Berkeley Resources Limited;

(3) All of the options granted to Mr James were forfeited upon his resignation; and

(4) 1,000,000 of the options granted to Mr Turner were forfeited upon his resignation. The Board agreed to allow Mr Turner to retain 500,000 options.

Details of the value of options and rights granted, exercised or lapsed for each Key Management Person of the Company or Group during the financial year are as follows:

Notes

(1) For details on the valuation of the options and rights, including models and assumptions used, please refer to Note 18 to the financial statements;

(2) 250,000 Listed Options exercisable at $0.75 expired on 15 May 2013;

(3) Señor Esteruelas resigned as a Non-Executive Director of the Company on 29 November 2012;

(4) Mr Syme resigned as a Non-Executive Director of the Company on 2 August 2012; and

(5) 1,000,000 Listed Options exercised at $0.75 expired on 15 May 2013.

Employment Contracts with Directors and Executive Officers

Current Directors

Dr James Ross, Non Executive Director has a letter of engagement with Berkeley Resources Limited that was last updated on 15 January 2011 when he was appointed Chairman. Following the appointment of Mr Ian Middlemas as Chairman on 27 April 2012, Dr Ross became the Deputy Chairman of the Company. From 27 April 2012, Dr Ross receives a fixed remuneration component of $50,000 per annum inclusive of superannuation which is the standard fixed remuneration previously set by the Board for Non-Executive Directors.

For the period that Dr Ross was Chairman, he received a fixed remuneration component of $100,000 per annum inclusive of superannuation. The letter of engagement also includes a consultancy arrangement which provides for a consultancy fee at the rate of $1,200 per day for technical geological work done. The consultancy arrangement has a rolling term and may be terminated by the Company by giving 1 months notice.

From the date of his appointment, Mr Ian Middlemas received a fixed remuneration component of $100,000 per annum inclusive of superannuation which is the amount previously set by the Board for the position of Chairman. Effective from 1 July 2013, the fee for the Chairman has been reduced to $50,000 per annum inclusive of superannuation.

Mr Robert Behets has a services agreement with the Company dated 18 June 2012, which provides for a consultancy fee at the rate of $1,200 per day for management and technical services provided by Mr Behets. Either party may terminate the agreement without penalty or payment by giving 2 months notice. In addition, Mr Behets also receives the fixed remuneration component of $50,000 per annum inclusive of superannuation as previously set by the Board for Non-Executive Directors.

Former Directors

Mr Matthew Syme had a letter engagement dated 1 February 2010 relating to his appointment as a Non Executive Director. Mr Syme resigned as a Non Executive Director effective 2 August 2012. The letter specified the duties and obligations to be fulfilled as a Non Executive Director, and the remuneration was fixed at $50,000 per annum. The letter also included a consultancy arrangement which provided for a consultancy fee at the rate of $1,200 per day, on an as required basis. The consultancy arrangement had a rolling term and could be terminated by the Company by giving 1 months notice.

Señor Jose Ramon Esteruelas, Non Executive Director, was appointed a Director of the Company on 1 November 2006. Señor Esteruelas had a letter of employment with Berkeley Resources Limited dated 16 November 2006. Señor Esteruelas received a fixed remuneration component of €48,000 per annum. The letter also included a consultancy agreement which provided for a consultancy fee of €1,000 per day. The consultancy agreement had a rolling term and could be terminated by Señor Esteruelas or by the Company by giving 1 months notice. Señor Esteruelas resigned on 29 November 2012.

Current Executive

Mr Francisco Bellón, has a contract of employment dated 14 April 2011 and amended on 1 July 2011. The contract specifies the duties and obligations to be fulfilled by the General Manager Operations. The contract has a rolling term and may be terminated by the Company giving 6 months notice, or 12 months in the event of a change of control of the Company. No amount is payable in the event of termination for neglect of duty or gross misconduct. Mr Bellón receives a fixed remuneration component of €190,000 (increased from €140,000 effective 1 November 2011) per annum plus compulsory social security contributions regulated by Spanish law, as well as the provision of accommodation in Salamanca and a motor vehicle.

The Board granted Mr Bellón 1,000,000 Unlisted Options exercisable at $0.41 each on or before 21 September 2015 under the employee share option scheme. These Options vest in three equal tranches on 21 September 2012, 21 September 2013 and 21 September 2014.

Mr Bellón was also granted the following Performance Rights:

• 100,000 Performance Rights exercisable for Nil consideration each on or before 30 June 2014;

• 100,000 Performance Rights exercisable for Nil consideration each on or before 30 June 2015;

• 200,000 Performance Rights exercisable for Nil consideration each on or before 31 December 2016; and

• 250,000 Performance Rights exercisable for Nil consideration each on or before 31 December 2017.

All performance rights vest after the achievement of various milestones as approved in the Berkeley Resources Limited Employee Performance Rights Plan.

Mr Javier Colilla Peletero, has a contract of employment dated 1 July 2010. The contract specifies the duties and obligations to be fulfilled by the Senior Vice President Corporate. The contract has a rolling term and may be terminated by the Company giving 3 months notice, or 12 months in the event of a change of control of the Company or if the appointment becomes redundant. No amount is payable in the event of termination for neglect of duty or gross misconduct. Mr Colilla receives a fixed remuneration component of €190,000 (increased from €142,000 effective 1 November 2011) per annum plus compulsory social security contributions regulated by Spanish law, as well as an allowance for the use of his private motor vehicle.

The Board granted Mr Colilla 1,000,000 Unlisted Options exercisable at $1.35 each on or before 18 June 2014 under the employee share option scheme. These Options vest in three equal tranches on 18 June 2011, 18 June 2012 and 18 June 2013. Additionally, the Board granted Mr Colilla 750,000 Incentive Options exercisable at $0.475 each. These Options vest in two equal tranches on 12 December 2013 and 12 December 2014 and expire on 22 December 2015.

Mr Colilla was also granted the following Performance Rights:

• 100,000 Performance Rights exercisable for Nil consideration each on or before 30 June 2014;

• 100,000 Performance Rights exercisable for Nil consideration each on or before 30 June 2015;

• 200,000 Performance Rights exercisable for Nil consideration each on or before 31 December 2016; and

• 250,000 Performance Rights exercisable for Nil consideration each on or before 31 December 2017.

All Performance Rights vest after the achievement of various milestones as approved in the Berkeley Resources Limited Employee Performance Rights Plan.

Exercise of Options Granted as Remuneration

During the financial year ended 30 June 2013, there were no Options that were exercised by Key Management Personnel (2012: Nil).

End of Remuneration Report.

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 $18,098 (2012: $18,112). 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 73 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

ROBERT BEHETS

Non-Executive Director

20 September 2013

Competent Person Statement:

The information in this report that relates to Exploration Results and Mineral Resources is based on information compiled by Mr Craig Gwatkin, who is a Member of The Australian Institute of Mining and Metallurgy and is a full-time employee of Berkeley Resources Limited. Mr Gwatkin 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 ('The JORC Code'). Mr. Gwatkin consents to the inclusion in the announcement of the matters based on his information in the form and context in which it appears.

Forward Looking Statement:

Statements regarding plans with respect to the Company's mineral properties are forward-looking statements. There can be no assurance that the Company's plans for development of its mineral properties will proceed as currently expected. There can also be no assurance that the Company will be able to confirm the presence of additional mineral deposits, that any mineralisation will prove to be economic or that a mine will successfully be developed on any of the Company's mineral properties.

The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes.

The above Statement of Financial Position should be read in conjunction with the accompanying Notes

The above Statement of Cash Flows should be read in conjunction with the accompanying Notes

The above Statement of Changes in Equity should be read in conjunction with the accompanying Notes