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Appendix 3B

23 Mar 2009 07:00

RNS Number : 2637P
Berkeley Resources Limited
23 March 2009
Β 

ο»Ώ

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement,Β 

application for quotation of additional securitiesΒ 

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.

Β 

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

Β 

We (the entity) give ASX the following information.

Part 1Β -Β All issues

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

1

+Class ofΒ +securities issued or to be issued

A. Ordinary Shares (Placement)

B. Ordinary Shares (Placement)

C. Options (Placement)

D. Options (Placement)

E. Options (Transaction Fee)

F. Ordinary Shares (Rights Issue)

G. Options (Rights Issue)

H. Options (Director Incentive)

2

Number ofΒ +securities issued or to be issued (if known) or maximum number which may be issued

A. 10,000,000

B. 4,000,000

C. 5,000,000

D. 2,000,000

E. 2,500,000

F. Up to 5,879,584

G. Up to 2,939,792

H. 3,000,000

3

Principal terms of theΒ +securities (eg, if options, exercise price and expiry date; if partly paidΒ +securities, the amount outstanding and due dates for payment; ifΒ +convertible securities, the conversion price and dates for conversion)

A. Fully paid ordinary shares

B. Fully paid ordinary shares

C. Options exercisable at $0.75 within 4 years from the date of issue

D. Options exercisable at $0.75 within 4 years from the date of issue

E. Options exercisable at $1.00 within 4 years from the date of issue

F. Fully paid ordinary shares

G. Options exercisable at $0.75 within 4 years from the date of issue

H. Options exercisable at $0.75 within 4 years from the date of issue

4

Do theΒ +securities rank equally in all respects from the date of allotment with an existingΒ +class of quotedΒ +securities?

If the additional securities do not rank equally, please state:

Β the date from which they do
Β 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

A. Yes

B. Yes

C. No - New security

D. No - New security

E. N/A - unlisted security

F. YesΒ 

G. No - New security

H. No - New security

5

Issue price or consideration

A. $0.50

B. $0.50

C. Nil - Free attaching options on the basis of 1 option for every 2 shares issued

D. Nil - Free attaching options on the basis of 1 option for every 2 shares issued

E. Nil - Option issued as consideration to Advisor on transaction completion

F. $0.50

G. Nil - Free attaching options on the basis of 1 option for every 2 shares issued

H. Nil - To be issued to Directors as a performance incentiveΒ 

6

Purpose of the issue

(If issued as consideration for the acquisition of assets, clearly identify those assets)

To provide funding for completion of a Feasibility Study on the Company's Salamanca Regional Uranium Project and for general working capital.

7

Dates of enteringΒ +securities into uncertificated holdings or despatch of certificates

TBA - Placement subject to receipt of approval of the Spanish Council of Ministers for the transaction announced on 10 December 2008, and in part subject to shareholder approval. Rights Issue to be completed following settlement of the Placement.Β 

Number

+Class

8

Number andΒ +class of allΒ +securities quoted on ASX (includingΒ the securities in clause 2 if applicable)

123,471,279

Β 

12,939,792

Ordinary shares

Β 

$0.75 Options

Number

+Class

9

Number andΒ +class of allΒ +securities not quoted on ASX (includingΒ the securities in clause 2 if applicable)

10,600,000

Β 

2,500,000

Β 

Β 

2,160,000

Β 

Β 

787,500

$0.70 Options

Β 

$1.00 Unlisted Options

Β 

$1.86 Incentive Options

Β 

$1.00 Incentive Options

10

Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Not applicable

Part 2Β - Bonus issue or pro rata issue

11

Is security holder approval required?

No -Β  However Rights Issue will only be completed upon settlement of the Placement, which is partially subject to shareholder approval

12

Is the issue renounceable or non-renounceable?

Non-renounceableΒ 

13

Ratio in which theΒ +securities will be offered

1 for 20

14

+Class ofΒ +securities to which the offer relates

Ordinary shares

15

+Record date to determine entitlements

To be determined following shareholder approval of the Placement

16

Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?

Yes

17

Policy for deciding entitlements in relation to fractions

Rounded down

18

Names of countries in which the entity hasΒ +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.

TBA

19

Closing date for receipt of acceptances or renunciations

Not applicable

20

Names of any underwriters

Not applicable

21

Amount of any underwriting fee or commission

Not applicable

22

Names of any brokers to the issue

Not applicable

23

Fee or commission payable to the broker to the issue

Not applicable

24

Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf ofΒ +security holders

TBA

25

If the issue is contingent onΒ +security holders' approval, the date of the meeting

TBA

26

Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled

TBA - Following shareholder approval for the proposed Placement

27

If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders

Not applicable

28

Date rights trading will begin (if applicable)

Not applicable

29

Date rights trading will end (if applicable)

Not applicable

30

How doΒ +security holders sell their entitlementsΒ in fullΒ through a broker?

Not applicable

31

How doΒ +security holders sellΒ partΒ of their entitlements through a broker and accept for the balance?

Not applicable

32

How doΒ +security holders dispose of their entitlements (except by sale through a broker)?

Not applicable

33

+Despatch date

TBA

Part 3Β -Β Quotation of securities

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

34

Type of securitiesΒ 

(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 theΒ +securities areΒ +equity securities, the names of the 20 largest holders of the additionalΒ +securities, and the number and percentage of additionalΒ +securities held by those holders

36

If theΒ +securities areΒ +equity securities, a distribution schedule of the additionalΒ +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 additionalΒ +securities

Β Β 

Entities that have ticked box 34(b)

38

Number of securities for whichΒ +quotation is sought

Not applicable

39

Class ofΒ +securities for which quotation is sought

Not applicable

40

Do theΒ +securities rank equally in all respects from the date of allotment with an existingΒ +class of quotedΒ +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

Not applicable

41

Reason for request for quotation nowΒ 

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

Not applicable

Number

+Class

42

Number andΒ +class of allΒ +securities quoted on ASX (includingΒ the securities in clause 38)Β 

Not applicable

Quotation agreement

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

2 We warrant the following to ASX.

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

There is no reason why thoseΒ +securities should not be grantedΒ +quotation.

An offer of theΒ +securities for sale within 12 months after their issue will not require disclosure under section 707(3)Β or sectionΒ 1012C(6)Β 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 anyΒ +securities to be quoted and that no-one has any right to return anyΒ +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that theΒ +securities be quoted.

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

If we are a trust, we warrant that no person has the right to return theΒ +securities to be quoted under section 1019B of the Corporations ActΒ at the time that we request that theΒ +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 beforeΒ +quotation of theΒ +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here:Β  Date: 23 March 2009

(Director/Company secretary)

Print name:Β  Clint McGhie

== == == == ==

This information is provided by RNS
The company news service from the London Stock Exchange
Β 
END
Β 
Β 
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