Berkeley Eng Regulatory News (BKY)

BERKELEY RESOURCES LIMITED

ABN 40 052 468 569

NOTICE OF GENERAL MEETING

A General Meeting of the Company will be held at the offices of Berkeley Resources Limited, Level 2, 91 Havelock Street, West Perth, Western Australia on Tuesday 20th September 2011 at 10.00am (WST).

BERKELEY RESOURCES LIMITED

ABN 40 052 468 569

NOTICE OF GENERAL MEETING

Notice is hereby given that the General Meeting of Shareholders of Berkeley Resources Limited (Company) will be held at the offices of Berkeley Resources Limited at Level2, 91 Havelock Street, West Perth, Western Australia on Tuesday 20th September 2011 at 10.00am (WST) (General Meeting).

The Explanatory Memorandum to this Notice of General Meeting provides additional information on matters to be considered at the General Meeting. The Explanatory Memorandum and Proxy Form are part of this Notice.

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered as Shareholders of the Company on 18th September 2011 at 5.00pm (WST).

Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in Schedule 1 of the Explanatory Memorandum.

AGENDA

To consider, and if thought fit, to pass with or without amendment as an ordinary resolution the following:

"That pursuant to and in accordance with Listing Rule 10.11 and for all other purposes Shareholders authorise and approve the issue of 2,000,000 Incentive Options each with an exercise price that is 1.25 times the five day VWAP of Shares up to and including the date of the General Meeting and expiring 1 May 2016, to Mr Brendan James (or his nominee) on the terms and conditions in the Explanatory Memorandum accompanying this Notice."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by Mr James or any of his associates. However, the Company will not disregard a vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

(b) it is cast by the person chairing the General Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

To consider, and if thought fit pass with or without amendment as an ordinary resolution, the following:

"That in accordance with Exception 9 of ASX Listing Rule 7.2, Shareholders approve the renewal of an employee option scheme to be called the "Berkeley Employee Option Scheme" approved by Shareholders and established on 21 June 2007 and the issue of Options pursuant to this scheme on the terms and conditions in the Explanatory Memorandum".

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a person who may participate in the issue of Options pursuant to the Scheme, or any associate of such a person. However, the Company will not disregard a vote if:

(a) it is cast by the person as a proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

(b) it is cast by the person chairing the General Meeting as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form to vote as the proxy decides.

BY ORDER OF THE BOARD

Sam Middlemas

Company Secretary

Dated: 11 August 2011

BERKELEY RESOURCES LIMITED

ABN 40 052 468 569

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of Shareholders of the Company in connection with the business to be conducted at the General Meeting to be held at the offices of Berkeley Resources Limited at Level 2, 91 Havelock Street, West Perth, Western Australia on Tuesday 20th September 2011 at 10.00am (WST).

This Explanatory Memorandum should be read in conjunction with and forms part of the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions in the Notice.

A Proxy Form is located at the end of the Explanatory Memorandum.

Shareholders should read the Notice and Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative ("proxy") to vote in their place. All Shareholders are invited and encouraged to attend the General Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the General Meeting in person.

3.1 General

Resolution 1 seeks Shareholder's approval pursuant to Listing Rule 10.11 for the Company to issue a total of 2,000,000 Incentive Options to Mr Brendan James (or his nominee).

Mr James was appointed as the Managing Director and Chief Executive Officer of the Company in March 2011. The Incentive Options to be granted pursuant to this Resolution 1 are an incentive component of his remuneration.

Resolution 1 is an ordinary resolution.

3.2 Listing Rule 10.11

Pursuant to Listing Rule 10.11, a "related party" of a listed company is precluded from participating in any issue of securities in a company without a prior approval of Shareholders.

Shareholder approval is required under Listing Rule 10.11 because Mr James is a Director and therefore a related party of the Company. Shareholder approval is sought under Listing Rule 10.11 and as such approval under Listing Rule 7.1 is not required.

3.3 Engagement of Mr James by the Company

On 11 March 2011, the Company announced that that it had engaged Mr James to become a Managing Director and Chief Executive Officer of the Company with effect from 30 May 2011. The Incentive Options the subject of the Resolution 1 form part of Mr James' contract of employment.

Mr James is a metallurgical engineer, with a background in developing, commissioning and optimising a number of large uranium, copper and gold operations. His technical background includes outstanding senior management experience in uranium mining and processing, project management, re-designing and commissioning previously decommissioned brown-fields operations, biological heap leaching and hydrometallurgy. His industry experience has been strongly complemented with a thorough grounding in financial markets, on both the buy and sell sides.

The Board has chosen to issue Incentive Options to Mr James as a key component of the incentive portion of his remuneration, in order to attract and retain his services and to provide an incentive linked to the performance of the Company. The Board considers that Mr James's experience in the resources industry will greatly assist the Company in progressing its projects to the next stage of development and the identification of new projects. As such, the Board believes that the number of Incentive Options granted to Mr James is commensurate to his value to the Company.

The Board has a policy of granting Incentive Options with exercise prices at and/or above market Share price (at the time of engagement). As such, Incentive Options granted will generally only be of benefit if the Directors perform to the level whereby the value of the Company increases sufficiently to warrant exercising the Incentive Options granted.

The proposed grant of Incentive Options to Mr James was agreed and announced at the time of his appointment as Managing Director and Chief Executive Officer. Since that time, with the recent events in Japan and the issues encountered with Enusa Industrias Avanzadas, S.A. (refer to the announcements of the Company dated 24 May 2011, 31 May 2011 and 25 July 2011), the Board has agreed to adjust the exercise price for the Incentive Options from $1.70 each to a price that is equal to 1.25 x the 5 day VWAP on the day that the Incentive Options are approved by Shareholders, to ensure that the incentive is reasonable to the employee. The Incentive Options will only vest after 3 years of service on 1 June 2014 as previously advised, or a Change of Control Event (as defined in Schedule 2). The average closing price of Shares during the twenty trading days up to the date of this Notice was $0.41.

Other than service-based vesting conditions, there are no additional performance criteria on the Incentive Options granted, as given the speculative nature of the Company's activities and the small management team responsible for its running, it is considered the performance of the Directors and the performance and value of the Company are closely related.

In addition to the Incentive Options to be issued in accordance with Resolution 1, Mr James receives a fixed remuneration component of A$300,000 per annum plus 9% superannuation contributions.

3.4 Specific Information Required by Listing Rule 10.13

For the purposes of Listing Rule 10.13, information regarding the issue of Incentive Options to Mr James is provided as follows:

(a) The Company will grant 2,000,000 Incentive Options to Mr James (who is a Director of the Company).

(b) The Company will grant the Incentive Options no later than one month after the date of the General Meeting (or such longer period of time as ASX may in its discretion allow).

(c) Mr James is a Director and therefore is a related party of the Company.

(d) The Incentive Options will be granted for nil cash consideration so no funds will be raised from the grant of the Incentive Options.

(e) The Incentive Options to be granted to Mr James will have the terms and conditions in Schedule 2.

(f) A voting exclusion statement is included in the Notice.

4.1 Background

On 21 June 2007 the Company obtained the approval of Shareholders, in accordance with Listing Rule 7.2 Exception 9(b), for the establishment of, and issue of Options, under the Berkeley Employee Option Scheme on the terms and conditions set out in Schedule 3 of the Notice.

The two main purposes of the Scheme are to give an incentive to the Eligible Employees to provide dedicated and ongoing commitment and effort to the Company aligning the interests of both employees and Shareholders and for the Company to reward Eligible Employees for their efforts. The Scheme contemplates the issue to Eligible Employees of Options to subscribe for Shares.

Listing Rule 7.1 prohibits a Company (unless if it falls within one of the exceptions contained in Listing Rule 7.2) from issuing more than 15% of its securities on issue in any 12 month period, without obtaining shareholder approval.

Listing Rule 7.2 Exception 9(b) provides that an issue of securities to persons participating in an employee option scheme where shareholders have approved the issue of securities under the scheme is an exception to Listing Rule 7.1. Shareholder approval must be given in a general meeting held not more than 3 years before the date of issue where the Notice contains or is accompanied by certain prescribed information (set out below).

The original Shareholder approval of the Scheme expired on 21 June 2010.

The purpose of Resolution 2 is for Shareholders to approve the renewal of the Scheme for a further 3 years period to enable the Company to issue Options under the Scheme without reducing the 15% capacity.

This approval will be effective for a period of 3 years from the date Shareholders pass Resolution 2.

4.2 Specific Information Required by Listing Rule 7.2

In accordance with the requirements of Listing Rule 7.2 Exception 9(b) the following information is provided:

(a) The terms and conditions of the Scheme are summarised in Schedule 3.

(b) Since 21 June 2007, the Company has issued 4,982,500 Options under the Scheme

(c) A voting exclusion statement has been included for the purposes of Resolution 2.

Schedule 1  - Definitions

In this Explanatory Memorandum and Notice of General Meeting:

Associated Body Corporate means:

(a) a related body corporate (as defined in the Corporations Act) of the Company;

(b) a body corporate which has an entitlement to not less than 20% of the voting shares of the Company; and

(c) a body corporate in which the Company has an entitlement to not less than 20% of the voting shares.

ASIC means Australian Securities and Investments Commission.

ASX means ASX Limited and where the context permits the Australian Securities Exchange operated by ASX Limited.

Board means the Company's board of Directors.

Business Day means those days other than a Saturday, Sunday, New Year's Day, Australia Day, Good Friday, Easter Monday, Anzac Day, Christmas Day, Boxing Day and any other day which the ASX shall declare and publish is not a business day.

Company orBerkeley means Berkeley Resources Limited ABN 40 052 468 569.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company and Directors means all of them.

Eligible Employees means any full or part time employees and consultants of the Company or its Associated Bodies Corporate.

Explanatory Memorandum means this explanatory memorandum.

General Meeting has the meaning given in the introductory paragraph of the Notice.

Incentive Option means an incentive option with the terms and conditions set out in Schedule 2.

Listing Rules means the official listing rules of ASX as amended from time to time.

Notice means the Notice of General Meeting to which the Explanatory Memorandum is attached.

Option means an option to acquire a Share.

Proxy Form means the proxy form attached to the Notice.

Resolutionmeans a resolution referred to in the Notice.

Schedule means a schedule to the Notice.

Scheme means the Berkeley Employee Option Scheme in which Eligible Employees may be invited to participate in accordance with the terms and conditions set out in Schedule 3.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a shareholder of the Company.

VWAP means volume-weighted average price.

WST means Western Standard Time.

In this Notice, words importing the singular include the plural and vice versa.

Schedule 2 - Terms and Conditions of Incentive Options

The 2,000,000 Incentive options (Incentive Options) will be issued on the following terms and conditions:

1. Each Incentive Option entitles the holder to subscribe for and be issued one fully paid ordinary share (Share) upon exercise of the Incentive Option.

2. The exercise price of each Incentive Option is 1.25 times the five day VWAP of Shares up to and including the date of the General Meeting (Exercise Price).

3. The Incentive Options will vest on the date which is the earlier of:

(a) the date which is 3 years after 30 May 2011; or

(b) the date a Change of Control Event occurs in respect of the Shares.

4. The expiry date of the Incentive Options is as follows:

(a) 1 May 2016; or

(b) if the Incentive Options have not vested in accordance with paragraph 3, the date the holder ceases to be the managing director of the Company unless the holder and the Company agree otherwise,

and thereafter no party has any claim against any other party arising under or in respect of any of the Incentive Options.

5. For the purposes of paragraph 3(b) "Change in Control Event" means:

(a) the occurrence of:

(i) the offeror under a takeover offer in respect of all Shares announcing that it has received acceptances in respect of 50.1% or more of the Shares; and

(ii) that takeover bid has become unconditional (except any condition in relation to the cancellation or exercise of the Incentive Options); or

(b) the announcement by the Company that:

(i) shareholders of the Company have at a court convened meeting of shareholders voted in favour, by the necessary majority, of a proposed scheme of arrangement under which all Shares are to be either:

(A) cancelled; or

(B) transferred to a third party; and

(ii) the Court, by order, approves the proposed scheme of arrangement.

6. The notice attached to this certificate has to be completed when exercising the Incentive Options (Notice of Exercise).

7. Incentive Options may be exercised by the holder completing and forwarding to the Company a Notice of Exercise and payment of the Exercise Price for each Incentive Option being exercised.

8. Shares issued on exercise of the Incentive Options rank equally with the then shares of the Company.

9. Application will be made by the Company to ASX for official quotation of the shares issued upon the exercise of the Incentive Options.

10. Within 15 Business Days after the later of the following:

(a) receipt of a Notice of Exercise given in accordance with these terms and conditions and payment of the Exercise Price for each Incentive Option being exercised by the Company if the Company is not in possession of excluded information (as defined in section 708A(7) of the Corporations Act); and

(b) the date the Company ceases to be in possession of excluded information in respect to the Company (if any) following the receipt of the Notice of Exercise and payment of the Exercise Price for each Incentive Option being exercised by the Company,

the Company will:

(c) allot and issue the Shares pursuant to the exercise of the Incentive Options;

(d) give ASX a notice that complies with section 708A(5)(e) of the Corporations Act or lodge a prospectus with ASIC that qualifies the Shares for resale under section 708A(11) of the Corporations Act; and

(e) apply for official quotation on ASX of Shares issued pursuant to the exercise of the Incentive Options.

11. There are no participation rights or entitlements inherent in the Incentive Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Incentive Options.

12. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least ten Business Days after the issue is announced. This will give the holders of Incentive Options the opportunity to exercise their Incentive Options prior to the date for determining entitlements to participate in any such issue.

13. If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction, of dividends or by way of dividend reinvestment):

(a) the number of Shares which must be issued on the exercise of an Incentive Option will be increased by the number of Shares which the holder of the Incentive Option would have received if the holder of the Incentive Option had exercised the Incentive Option before the record date for the bonus issue; and

(b) no change will be made to the Exercise Price.

14. If the Company makes an issue of Shares pro rata to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) the Exercise Price of an Incentive Option will be reduced according to the following formula:

New exercise price = 

O = the old Exercise Price of the Incentive Option.

E = the number of underlying Shares into which one Incentive Option is exercisable.

P = average market price (as defined in the Listing Rules) per Share weighted by reference to volume of the underlying Shares during the 5 trading days ending on the day before the ex rights date or ex entitlements date.

S = the subscription price of a Share under the pro rata issue.

D = the dividend due but not yet paid on the existing underlying Shares (except those to be issued under the pro rata issue).

N = the number of Shares with rights or entitlements that must be held to receive a right to one new share.

15. If there is any reconstruction of the issued share capital of the Company, the rights of the holders of the Incentive Options will, be varied to the extent necessary to comply with the Listing Rules which apply to the reconstruction at the time of the reconstruction.

16. No application for quotation of the Incentive Options will be made by the Company.

17. The Incentive Options are not transferable.

18. Cheques shall be in Australian currency made payable to the Company and crossed "Not Negotiable". The application for Shares on exercise of the Incentive Options with the appropriate remittance should be lodged at the Company's Registry.

Schedule 3 - Terms and Conditions of the Berkeley Employee Option Scheme

The Directors are empowered to operate the Scheme in accordance with the Listing Rules and on the following terms and conditions:

1. Subject to paragraph 4(d), the Directors may offer to issue Options to Eligible Employees in accordance with Class Order 03/184, the Scheme and in such manner and on such terms and conditions as they in their absolute discretion determine.

2. If the Company has offered you Options, to accept the offer complete the Acceptance Form or accept in such other form as the Directors may in their absolute discretion approve from time to time.

3. The Eligible Employees to participate in the Scheme shall be as the Directors in their absolute discretion determine and shall take into account skills, experience, length of service with the Company, remuneration level and such other criteria as the Directors consider appropriate in the circumstances.

4. Options may not be offered under this Scheme without the issue of a prospectus in accordance with Chapter 6D of the Corporations Act, if the aggregate of:

(a) the number of Options to be issued;

(b) the number of Shares which would be issued if all the current Options issued under any employment incentive scheme were exercised;

(c) the number of Shares which have been issued as a result of the exercise of Options issued under any employee incentive scheme, where the Options were issued during the preceding five years; and

(d) all other Shares issued pursuant to any employee incentive scheme during the preceding five years;

but disregarding any offer made, Options or Shares issued by way of or as a result of:

(e) an offer to a person situated at the time of receipt of the offer outside Australia;

(f) an offer that was an excluded offer or invitation within the meaning of the Corporations Act as it stood prior to the commencement of Schedule 1 of the Corporate Law Economic Reform Program Act 1999;

(g) an offer that did not need disclosure to investors because of section 708 of the Corporations Act; or

(h) an offer under a disclosure document,

would exceed 5% of the then current number of Shares on issue.

5. The Directors may, in their absolute discretion, offer to Eligible Employees Options under the Scheme, notwithstanding that it has previously issued more than the 5% limit in paragraph (d), up to a maximum of 10%, provided that the issue is made in accordance with the requirements of Chapter 6D of the Corporations Act.

6. Options will be issued free of charge to Eligible Employees. The exercise price of the Options shall be as the Directors in their absolute discretion determine, provided that it shall not be less than that amount which is equal to 90% of the average market price of the Shares in the 5 days in which sales in the Shares were recorded immediately preceding the day on which the Directors resolve to offer the Options.

7. The Directors may limit the total number of Options which may be exercised under the Scheme in any year.

8. The Directors, in their absolute discretion, having regard to skills, experience, length of service with the Company, remuneration level and such other criteria as the Directors consider appropriate in the circumstances, shall determine criteria to establish the periods during which the Options may be exercised.

9. All Options with a common expiry date shall have the same exercise price and rights to participate in issues of securities by the Company.

10. Unless the Directors in their absolute discretion determine otherwise, Options shall lapse upon the earlier of:

(a) the expiry of the exercise date;

(b) the Option holder ceasing to be an Eligible Employee by reason of dismissal, resignation or termination of employment, office or services for any reason;

(c) the expiry of 30 days after the Option holder ceases to be an Eligible Employees by reason of retirement; or

(d) a determination by the Directors that the Option holder has acted fraudulently, dishonestly or in breach of his or her obligations to the Company or an Associated Body Corporate;

11. If an Eligible Employee accepts an offer from the Company to participate in the Scheme then the Company will evidence the issue of an Option to an Eligible Employee by issuing that Eligible Employee a Certificate for that Option.

12. Each Option entitles the holder to subscribe for and be issued with one Share.

13. Shares issued pursuant to the exercise of Options will in all respects, including bonus issues and new issues, rank equally and carry the same rights and entitlements as other Shares on issue.

14. There are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 7 business days after the issue is announced. This will give Option holders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.

15. The Options will not be quoted on the ASX. However, application will be made to the ASX for official quotation of the Shares issued on the exercise of the Options if the Shares are listed on the ASX at that time.

16. An application to be issued Options may be made by Eligible Employees invited to participate in the Scheme in such form and on such terms and conditions concerning the closing date for applications as the Directors in their absolute discretion determine.

17. If at any time the issued capital of the Company is reconstructed, all rights of Option holders are to be changed in a manner consistent with the Listing Rules.

18. Subject to and in accordance with the Listing Rules (including any waiver issued under such Listings Rules), the Directors (without the necessity of obtaining the prior or subsequent consent of shareholders of the Company in a general meeting) may from time to time amend (including the power to revoke, add to or vary) all or any provisions of the Terms and Conditions in any respect whatsoever, by an instrument in writing, provided that rights or entitlements in respect of any Option issued before the date of amendment shall not be reduced or adversely affected unless prior written approval from the affected holder(s) is obtained.

19. At the absolute discretion of the Directors, the terms upon which Options will be issued may incorporate performance related factors. Such factors may reflect, inter alia, profitability levels, increases in production or decreases in production costs and may, subject to clause (r) above, be amended from time to time in a manner favourable to the Option holder. However such performance related factors, if included in the Option terms or so amended shall not act in any way to constitute a breach of the Terms and Conditions.

20. Notwithstanding the Terms and Conditions, upon the occurrence of a Trigger Event the Directors may determine:

(a) that the Options may be exercised at any time from the date of such determination, and in any number until the date determined by the Directors acting bona fide so as to permit the holder to participate in any change of control arising from a Trigger Event provided that the Directors will forthwith advise in writing each holder of such determination. Thereafter, the Options shall lapse to the extent they have not been exercised; or

(b) to use their reasonable endeavours to procure that an offer is made to holders of Options on like terms (having regard to the nature and value of the Options) to the terms proposed under the Trigger Event in which case the Directors shall determine an appropriate period during which the holder may elect to accept the offer and, if the holder has not so elected at the end of that period, the Options shall immediately become exercisable and if not exercised within 10 days, shall lapse.

21. An Option may not be transferred or assigned except that a legal personal representative of a holder of an Option who has died or whose estate is liable to be dealt with under laws relating to mental health will be entitled to be registered as the holder of that Option after the production to the Directors of such documents or other evidence as the Directors may reasonably require to establish that entitlement.

22. An Option is exercisable by the holder lodging with the Company a Notice of Exercise of Option together with a cheque for the exercise price of each Option to be exercised and the relevant Option Certificate. If not all of the holder's Options are being exercised, a holder must exercise Options in multiples of 1,000.

23. Neither participation in the Scheme by the Company or an Associated Body Corporate or any Eligible Employees or Option holders or anything contained in these Terms and Conditions shall in any way prejudice or affect the right of the Company or an Associated Body Corporate to dismiss any Eligible Employees or Option holder or to vary the terms of employment of any Eligible Employees or Option holder. Nor shall participation or the rights or benefits of an Eligible Employees or Option holder under the Terms and Conditions be relevant to or be used as grounds for granting or increasing damages in any action brought by an Eligible Employees or Option holder against the Company or an Associated Body Corporate whether in respect of any alleged wrongful dismissal or otherwise.

24. At all times during which Eligible Employees may subscribe for or purchase Shares upon exercise of an Option issued pursuant to the Scheme, the Company shall provide, within a reasonable period of a request by Eligible Employees, the current market price of the Shares. Contact the Company Secretary to obtain this information.

25. The Scheme shall be administered by the Directors who shall have power to:

(a) determine appropriate procedures for administration of the Scheme consistent with these Terms and Conditions;

(b) resolve conclusively all questions of fact or interpretation or dispute in connection with the Scheme and settle as the Directors in their absolute discretion determine expedient any difficulties or anomalies howsoever arising with or by reason of the operation of the Scheme;

(c) delegate to any one or more persons for such period and on such conditions as it may determine the exercise of any of the Directors' powers or discretions arising under the Scheme; and

(d) subject to the Listing Rules, waive strict compliance with, amend or add to the Terms and Conditions of the Scheme except for the provisions of clause (d), and where such actions are taken such actions shall be conclusive, final and binding on Option holders.

In this Schedule the following terms shall bear the following meaning:

Acceptance Form means the Acceptance Form which will accompany the invitation to the Eligible Employee to participate in the Scheme.

Associated Body Corporate means:

(a) a related body corporate (as defined in the Corporations Act) of the Company;

(b) a body corporate which has an entitlement to not less than 20% of the voting shares of the Company; and

(c) a body corporate in which the Company has an entitlement to not less than 20% of the voting shares.

ASX means the Australian Stock Exchange Limited.

Business Day means those days other than a Saturday, Sunday, New Year's Day, Australia Day, Good Friday, Easter Monday, Anzac Day, Christmas Day, Boxing Day and any other day which the ASX shall declare and publish is not a business day.

Certificatemeans a certificate for any Option issued to Eligible Employees which will include all of the terms and conditions of the Option and the Notice of Exercise of Option or such other evidence of ownership that the Directors may in their absolute discretion determine from time to time.

Company means Berkeley Resources Limited ABN 40 052 468 569.

Company Group means the Company and its Associated Bodies Corporate.

Corporations Act means the Corporations Act 2001 (Commonwealth).

Directors mean the directors from time to time of the Company.

Eligible Employees means any full or part time employees and consultants of the Company or its Associated Bodies Corporate.

Listing Rules means the official listing rules of ASX as amended from time to time.

Notice of Exercise of Option means the Notice of Exercise of Option which will accompany the invitation to the Eligible Employee to participate in the Scheme.

Offer Period means the period referred to in the definition of that expression in Section 624 of the Corporations Act, provided that where a takeover bid is publicly announced prior to the service of an off‑market bidder's statement on the Company in relation to that takeover bid the Offer Period shall be deemed to have commenced at the time of that announcement.

Option means an option to acquire a Share issued in accordance with the Scheme.

Scheme means the Berkeley Resources Limited ABN 40 052 468 569 Employee Option Scheme in which Eligible Employees may be invited to participate in accordance with the Terms and Conditions.

Share means a fully paid ordinary share in the capital of the Company.

Terms and Conditions means the terms and conditions in this Schedule.

Trigger Event means:

the despatch of a notice of meeting to consider a scheme of arrangement between the Company and its creditors or members or any class thereof pursuant to section 411 of the Corporations Act;

(d) the service of a bidder's statement or a like document on the Company; or

(e) the date upon which a person or a group of associated person becomes entitled, subsequent to the date of issue of the Option, to sufficient Shares to give it or them the ability, in general meeting to replace all, or allow a majority, of Directors in circumstances where such ability was not already held by a person associated with such person or group of associated persons.

BERKELEY RESOURCES LIMITED

P R O X Y F O R M

The Company Secretary

Berkeley Resources Limited

By delivery: By post: By facsimile:

Level 2, 91 Havelock Street PO Box 534 (08) 214 7575

West Perth WA 6005 West Perth WA 6872

I/We 1________________________________________________________________________________________

of __________________________________________________________________________________________

being a Shareholder/Shareholders of the Company and entitled to _______________________________________

votes in the Company, hereby appoint 2 ____________________________________________________________

or failing such appointment the chairman of the General Meeting as my/our proxy to vote for me/us on my/our behalf at the General Meeting of the Company to be held at the offices of Berkeley Resources Limited at Level 2, 91 Havelock Street, West Perth, WA, 6005 on Tuesday 20th September 2011 commencing at 10.00am (WST) and at any adjournment thereof in the manner indicated below or, in the absence of indication, as he thinks fit. If 2 proxies are appointed, the proportion or number of votes that this proxy is authorised to exercise is * [ ]% of the Shareholder's votes*/ [ ] of the Shareholder's votes. (An additional Proxy Form will be supplied by the Company, on request).

INSTRUCTIONS AS TO VOTING ON RESOLUTION

Important:

The proxy is to vote for or against the Resolution referred to in the Notice as follows:

For Against Abstain

Authorised signature/s This section must be signed in accordance with the instructions overleaf to enable your voting instructions to be implemented.

_________________________ _______________________ ___________________

---------1Insert name and address of Shareholder 2 Insert name and address of proxy *Omit if not applicable

Proxy Notes:

A Shareholder entitled to attend and vote at the General Meeting may appoint a natural person as the Shareholder's proxy to attend and vote for the Shareholder at that General Meeting. If the Shareholder is entitled to cast 2 or more votes at the General Meeting the Shareholder may appoint not more than 2 proxies. Where the Shareholder appoints more than one proxy the Shareholder may specify the proportion or number of votes each proxy is appointed to exercise. If such proportion or number of votes is not specified each proxy may exercise half of the Shareholder's votes. A proxy may, but need not be, a Shareholder of the Company.

If a Shareholder appoints a body corporate as the Shareholder's proxy to attend and vote for the Shareholder at that General Meeting, the representative of the body corporate to attend the General Meeting must produce the 'Certificate of Appointment of Representative' prior to admission. A form of the certificate may be obtained from the Company's share registry.

You must sign this form as follows in the spaces provided:

Joint Holding: where the holding is in more than one name all of the holders must sign.

Power of Attorney: if signed under a power of attorney, you must have already lodged it with the registry, or alternatively, attach a certified photocopy of the power of attorney to this Proxy Form when you return it.

Companies: a director can sign jointly with another director or a company secretary. A sole director who is also a sole company secretary can also sign. Please indicate the office held by signing in the appropriate space.

If a representative of the corporation is to attend the General Meeting the appropriate "Certificate of Appointment of Representative" should be produced prior to admission. A form of the certificate may be obtained from the Company's share registry.

Proxy Forms (and the power of attorney or other authority, if any, under which the Proxy Form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the Proxy Form (and the power of attorney or other authority) must be deposited at or received by facsimile transmission at the Perth office of the Company Level 2, 91 Havelock Street, West Perth, WA, 6500, or by post to PO Box 534, West Perth, WA, 6872 or Facsimile (08) 92147575 if faxed from within Australia or +618 9214 7575 if faxed from outside Australia) not less than 48 hours prior to the time of commencement of the General Meeting (WST).