Berkeley Eng Regulatory News (BKY)

Berkeley Energia Limited

+44 20 7478 3900

Paul Atherley, Managing Director

info@berkeleyenergia.com

Hugo Schumann, Corporate Manager

Peel Hunt LLP (Joint Broker)

+44 20 7418 8900

Matthew Armitt

Ross Allister

Chris Burrows

WH Ireland Limited (Nominated Adviser)

+44 20 7220 1666

Paul Shackleton

Nick Prowting

Jay Ashfield

Buchanan

+44 207 466 5000

Bobby Morse, Senior Partner

BKY@buchanan.uk.com

Anna Michniewicz, Account Director

Name of entity

 Berkeley Energia Limited

ABN

 40 052 468 569

1

+Class of +securities issued or to be issued

Ordinary shares

2

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

17,869,572

3

Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

Ordinary fully paid shares

4

Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities?

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

· the date from which they do

· the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

· the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

Yes

5

Issue price or consideration

£0.45 (~A$0.73) per share

6

Purpose of the issue

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

The net proceeds will be used to accelerate development of the Salamanca mine including construction of the crushing circuit of the centralised processing facility, land acquisition, the funding of an environmental bond, and construction of buildings and storage facilities. In addition, the funding will allow for the completion of the EPC and Front End Engineering Design activities and provide working capital

6a

Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A?

If Yes, complete sections 6b - 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i

Yes

6b

The date the security holder resolution under rule 7.1A was passed

22 November 2016

6c

Number of +securities issued without security holder approval under rule 7.1

Nil

6d

Number of +securities issued with security holder approval under rule 7.1A

Nil

6e

Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

17,869,572 (date of meeting: 14 December 2016)

6f

Number of +securities issued under an exception in rule 7.2

Nil

6g

If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation.

Not applicable

6h

If +securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements

Not applicable

6i

Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements

7.1 - 37,459,496

7.1A - 25,412,997

7

+Issue dates

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

16 December 2016

Number

+Class

8

Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)

254,289,976

Ordinary shares

Number

+Class

9

Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)

3,600,000

150,000

150,000

200,000

3,600,000

8,210,000

Options exercisable at £0.15 each on or before 30 June 2018

Options exercisable at £0.25 each on or before 30 June 2018

Options exercisable at £0.30 each on or before 30 June 2018

Options exercisable at £0.40 each on or before 30 June 2018

Options exercisable at £0.20 each on or before 30 June 2019

Performance Share Rights subject to various performance conditions to be satisfied prior to relevant milestones or expiry dates between 31 December 2018 and 31 December 2019

10

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

Not applicable

11

Is security holder approval required?

Not applicable

12

Is the issue renounceable or non-renounceable?

Not applicable

13

Ratio in which the +securities will be offered

Not applicable

14

+Class of +securities to which the offer relates

Not applicable

15

+Record date to determine entitlements

Not applicable

16

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

Not applicable

17

Policy for deciding entitlements in relation to fractions

Not applicable

18

Names of countries in which the entity has security holders who will not be sent new offer documents

Note: Security holders must be told how their entitlements are to be dealt with.

Cross reference: rule 7.7.

Not applicable

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 of security holders

Not applicable

25

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

Not applicable

26

Date entitlement and acceptance form and offer documents will be sent to persons entitled

Not applicable

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 do security holders sell their entitlements in full through a broker?

Not applicable

31

How do security holders sell part of their entitlements through a broker and accept for the balance?

Not applicable

32

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

Not applicable

33

+Issue date

Not applicable

34

Type of +securities

(tick one)

(a)

+Securities described in Part 1

(b)

All other +securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Tick to indicate you are providing the information or documents

35

If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders

36

If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories

1 - 1,000

1,001 - 5,000

5,001 - 10,000

10,001 - 100,000

100,001 and over

37

A copy of any trust deed for the additional +securities

38

Number of +securities for which +quotation is sought

Not applicable

39

+Class of +securities for which quotation is sought

Not applicable

40

Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities?

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

· the date from which they do

· the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

· the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

Not applicable

41

Reason for request for quotation now

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

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

Not applicable

Number

+Class

42

Number and +class of all +securities quoted on ASX (including the +securities in clause 38)

Rule 7.1 - Issues exceeding 15% of capital

Step 1: Calculate "A", the base figure from which the placement capacity is calculated

Insert number of fully paid +ordinary securities on issue 12 months before the +issue date or date of agreement to issue

180,361,323

Add the following:

• Number of fully paid +ordinary securities issued in that 12 month period under an exception in rule 7.2

• Number of fully paid +ordinary securities issued in that 12 month period with shareholder approval

• Number of partly paid +ordinary securities that became fully paid in that 12 month period

Note:

• Include only ordinary securities here - other classes of equity securities cannot be added

• Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

• It may be useful to set out issues of securities on different dates as separate line items

1,330,000 (23 December 2015)

11,511,700 (19 May 2016)

5,000,000 (17 June 2016)

2,345,000 (29 July 2016)

35,712,381 (9 November 2016)

17,869,572 (16 December 2016)

Subtract the number of fully paid +ordinary securities cancelled during that 12 month period

Nil

"A"

254,129,976

Step 2: Calculate 15% of "A"

"B"

0.15

[Note: this value cannot be changed]

Multiply "A" by 0.15

38,119,496

Step 3: Calculate "C", the amount of placement capacity under rule 7.1 that has already been used

Insert number of +equity securities issued or agreed to be issued in that 12 month period not counting those issued:

• Under an exception in rule 7.2

• Under rule 7.1A

• With security holder approval under rule 7.1 or rule 7.4

Note:

• This applies to equity securities, unless specifically excluded - not just ordinary securities

• Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

• It may be useful to set out issues of securities on different dates as separate line items

120,000 (23 December 2015)

500,000 (12 February 2016)

40,000 (28 September 2016)

"C"

660,000

Step 4: Subtract "C" from ["A" x "B"] to calculate remaining placement capacity under rule 7.1

"A" x 0.15

Note: number must be same as shown in Step 2

38,119,496

Subtract "C"

Note: number must be same as shown in Step 3

660,000

Total ["A" x 0.15] - "C"

37,459,496

[Note: this is the remaining placement capacity under rule 7.1]

Rule 7.1A - Additional placement capacity for eligible entities

Step 1: Calculate "A", the base figure from which the placement capacity is calculated

"A"

Note: number must be same as shown in Step 1 of Part 1

254,129,976

Step 2: Calculate 10% of "A"

"D"

0.10

Note: this value cannot be changed

Multiply "A" by 0.10

25,412,997

Step 3: Calculate "E", the amount of placement capacity under rule 7.1A that has already been used

Insert number of +equity securities issued or agreed to be issued in that 12 month period under rule 7.1A

Notes:

• This applies to equity securities - not just ordinary securities

• Include here - if applicable - the securities the subject of the Appendix 3B to which this form is annexed

• Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

• It may be useful to set out issues of securities on different dates as separate line items

Nil

"E"

Nil

Step 4: Subtract "E" from ["A" x "D"] to calculate remaining placement capacity under rule 7.1A

"A" x 0.10

Note: number must be same as shown in Step 2

25,412,997

Subtract "E"

Note: number must be same as shown in Step 3

Nil

Total ["A" x 0.10] - "E"

25,412,997

Note: this is the remaining placement capacity under rule 7.1A