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23 Dec 2009 11:34
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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.
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.
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Name of entity |
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Berkeley Resources Limited |
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ABN |
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40 052 468 569 |
We (the entity) give ASX the following information.
Part 1Β ίΒ All issues
You must complete the relevant sections (attach sheets if there is not enough space).
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1 |
+Class ofΒ +securities issued or to be issued |
Ordinary Shares |
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2 |
Number ofΒ +securities issued or to be issued (if known) or maximum number which may be issued |
750,000 |
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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) |
Fully paid ordinary shares |
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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: 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 |
Yes |
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5 |
Issue price or consideration |
Nil |
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6 |
Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) |
Issued in consideration for the release of all obligations under, and the termination of,Β the agreement dated 8 September 2005 with the original founders and vendors of Minera de Rio Alagon, S.L. |
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7 |
Dates of enteringΒ +securities into uncertificated holdings or despatch of certificates |
23Β DecemberΒ 2009 |
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Number |
+Class |
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8 |
Number andΒ +class of allΒ +securities quoted on ASX (includingΒ the securities in clause 2 if applicable) |
124,239,149 12,921,886 |
Ordinary shares $0.75 Options |
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Number |
+Class |
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9 |
Number andΒ +class of allΒ +securities not quoted on ASX (includingΒ the securities in clause 2 if applicable) |
10,600,000 2,500,000 2,160,000 1,037,500 |
$0.70 Options $1.00 Unlisted Options $1.86 Incentive Options $1.00 Incentive Options |
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10 |
Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) |
Not applicable |
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Part 2Β ί Bonus issue or pro rata issue
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11 |
Is security holder approval required? |
Not applicable |
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12 |
Is the issue renounceable or non-renounceable? |
Not applicable |
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13 |
Ratio in which theΒ +securities will be offered |
Not applicable |
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14 |
+Class ofΒ +securities to which the offer relates |
Not applicable |
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15 |
+Record date to determine entitlements |
Not applicable |
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16 |
Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? |
Not applicable |
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17 |
Policy for deciding entitlements in relation to fractions |
Not applicable |
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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. |
Not applicable |
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19 |
Closing date for receipt of acceptances or renunciations |
Not applicable |
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20 |
Names of any underwriters |
Not applicable |
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21 |
Amount of any underwriting fee or commission |
Not applicable |
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22 |
Names of any brokers to the issue |
Not applicable |
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23 |
Fee or commission payable to the broker to the issue |
Not Applicable |
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24 |
Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf ofΒ +security holders |
Not applicable |
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25 |
If the issue is contingent onΒ +security holders' approval, the date of the meeting |
Not applicable |
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26 |
Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled |
Not applicable |
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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 |
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28 |
Date rights trading will begin (if applicable) |
Not applicable |
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29 |
Date rights trading will end (if applicable) |
Not applicable |
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30 |
How doΒ +security holders sell their entitlementsΒ in fullΒ through a broker? |
Not applicable |
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31 |
How doΒ +security holders sellΒ partΒ of their entitlements through a broker and accept for the balance? |
Not applicable |
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32 |
How doΒ +security holders dispose of their entitlements (except by sale through a broker)? |
Not applicable |
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33 |
+Despatch date |
Not applicable |
Β Β Part 3Β ίΒ Quotation of securities
You need only complete this section if you are applying for quotation of securities
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34 |
Type of securitiesΒ (tick one) |
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(a) |
Securities described in Part 1 |
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(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 tickedΒ boxΒ 34(a)
Additional securities forming a new class of securities
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Tick to indicate you are providing the information or documents |
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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 |
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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 |
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37 |
A copy of any trust deed for the additionalΒ +securities |
Β Β
Entities that have tickedΒ boxΒ 34(b)
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38 |
Number of securities for whichΒ +quotation is sought |
Not applicable |
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39 |
Class ofΒ +securities for which quotation is sought |
Not applicable |
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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 |
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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 |
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Number |
+Class |
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42 |
Number andΒ +class of allΒ +securities quoted on ASX (includingΒ the securities in clause 38)Β |
Not applicable |
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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.
β’ The issue of theΒ +securities to be quoted complies with the law and is not for an illegal purpose.
β’ There is no reason why thoseΒ +securities should not be grantedΒ +quotation.
β’ 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
β’ 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.
β’ 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.
β’ 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:Β 23Β DecemberΒ 2009
(Director/Company secretary)
Print name:Β Clint McGhie
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