Berkeley Energia Limited — AGM Information 2016

Oct 20, 2016

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NOTICE OF ANNUAL GENERAL MEETING

The Annual General Meeting of the Company will be held at the Conference Room, Ground Floor, BGC Centre, 28 The Esplanade, Perth, Western Australia on Tuesday 22 November 2016 commencing at 2:00pm (WST).

This Notice and the accompanying Explanatory Memorandum should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their stock broker, investment advisor, accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss any matter please do not hesitate to contact the Company Secretary by telephone on + 61 8 9322 6322.

Shareholders are urged to attend or vote by lodging the Proxy Form attached to the Notice.

BERKELEY ENERGIA LIMITED ACN 052 468 569

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the annual general meeting of shareholders of Berkeley Energia Limited ( Company ) will be held at the Conference Room, Ground Floor, BGC Centre, 28 The Esplanade, Perth, Western Australia on Tuesday 22 November 2016 commencing at 2:00pm (WST) ( Meeting ).

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

The Directors have determined pursuant to regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on Sunday 20 November 2016 at 5:00pm (WST).

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

AGENDA

1. Annual Report

To consider the Annual Report of the Company and its controlled entities for the financial year ended 30 June 2016, which includes the Financial Report, the Directors' Report and the Auditor's Report.

2. Resolution 1 – Remuneration Report

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 section 250R(2) of the Corporations Act and for all other purposes, approval is given by the Shareholders for the adoption of the Remuneration Report on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

A vote on this Resolution must not be cast:

• (a) by or on behalf of a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such member, regardless of the capacity in which the vote is cast; or

• (b) by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member.

However, a vote may be cast by such persons if the vote is not cast on behalf of a person who is excluded from voting on this Resolution, and:

• (a) the person is appointed as a proxy that specifies the way the proxy is to vote on this Resolution; or

• (b) the person is the Chairperson and the appointment of the Chairperson as proxy does not specify the way the proxy is to vote on this Resolution, but expressly authorises the Chairperson to exercise the proxy even if this Resolution is connected with the remuneration of a member of the Key Management Personnel.

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3. Resolution 2 – Re-election of Director – Mr Ian Middlemas

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 14.4, Articles 6.3(b) and 6.3(c) of the Constitution and for all other purposes, Mr Ian Middlemas, Director, retires and being eligible pursuant to Article 6.3(f) of the Constitution, is re-elected as a Director on the terms and conditions in the Explanatory Memorandum."

4. Resolution 3 – Ratification of Prior Placement

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 7.4 and for all other purposes, Shareholders approve and ratify the prior issue of 11,011,700 Shares at an issue price of $0.625 each, 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 participated in the Placement and any associate of that person (or those persons).

The Company will not disregard a vote if:

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

• (b) it is cast by the Chairperson 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.

5. Resolution 4 – Approval of Additional 10% Placement Capacity

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

"That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities of up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a person (and any associates of such a person) who may participate in the 10% Placement Capacity and a person who might obtain a benefit if this Resolution is passed, except a benefit solely in the capacity of a holder of Shares, and any associate of that person (or those persons).

The Company will not disregard a vote if:

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

• (b) it is cast by the Chairperson 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.

BY ORDER OF THE BOARD

Dylan Browne Company Secretary

Dated: 21 October 2016

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BERKELEY ENERGIA LIMITED ACN 052 468 569

EXPLANATORY MEMORANDUM

1. Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at the Conference Room, Ground Floor, BGC Centre, 28 The Esplanade, Perth, Western Australia on Tuesday 22 November 2016 commencing at 2:00pm (WST).

This Explanatory Memorandum forms part of the Notice which should be read in its entirety. This Explanatory Memorandum contains the terms and conditions on which the Resolutions will be voted.

This Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions:

Section 2:	Action to be taken by Shareholders
Section 3:	Annual Report
Section 4:	Resolution 1 – Remuneration Report
Section 5:	Resolution 2 – Re-election of Director – Mr Ian Middlemas
Section 6:	Resolution 3 – Ratification of Prior Placement
Section 7:	Resolution 4 – Approval of Additional 10% Placement Capacity
Schedule 1:	Definitions
Schedule 2:	Listing Rule 7.3A.6 Disclosure

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

2. Action to be taken by Shareholders

Shareholders should read the Notice (including this Explanatory Memorandum) carefully before deciding how to vote on the Resolutions.

2.1 Proxies

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

Please note that:

• (a) a Shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy;

• (b) a proxy need not be a Shareholder; and

• (c) a Shareholder entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. Where the proportion or number is not specified, each proxy may exercise half of the votes.

Proxy Forms must be received by the Company no later than 2:00pm (WST) on Sunday 20 November 2016, being at least 48 hours before the Meeting

The Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

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2.2 Voting Prohibition by Proxy Holders (Remuneration of Key Management Personnel)

A vote on Resolution 1 must not be cast:

• (a) by or on behalf of a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such member, regardless of the capacity in which the vote is cast; or

• (b) by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member.

However, a vote may be cast by such persons if the vote is not cast on behalf of a person who is excluded from voting on Resolution 1, and:

• (a) the person is appointed as a proxy that specifies the way the proxy is to vote on Resolution 1; or

• (b) the person is the Chairperson and the appointment of the Chairperson as proxy does not specify the way the proxy is to vote on Resolution 1, but expressly authorises the Chairperson to exercise the proxy even if Resolution 1 is connected with the remuneration of a member of the Key Management Personnel.

3. Annual Report

In accordance with section 317 of the Corporations Act, the Annual Report for the financial year ended 30 June 2016 must be laid before the Meeting.

At the Meeting, Shareholders will be offered the opportunity to:

• (a) discuss the Annual Report which is available online at http://berkeleyenergia.com/;

• (b) ask questions about, or comment on, the management of the Company; and

• (c) ask the Auditor questions about the conduct of the audit and the preparation and content of the Auditor’s Report.

In addition to taking questions at the Meeting, written questions to the Chairperson about the management of the Company, or to the Auditor about:

• (a) the preparation and contents of the Auditor’s Report;

• (b) the conduct of the audit;

• (c) accounting policies adopted by the Company in relation to the preparation of the financial statements; and

• (d) the independence of the Auditor in relation to the conduct of the audit,

may be submitted no later than 5 business days before the Meeting to the Company Secretary at the Company's registered office.

4. Resolution 1 – Remuneration Report

In accordance with section 250R(2) of the Corporations Act, the Company must put the Remuneration Report to the vote of Shareholders. The Directors' Report contains the Remuneration Report which sets out:

• (a) the Company's remuneration policy; and

• (b) the remuneration arrangements in place for the executive Directors, specified executives and non-executive Directors.

In accordance with section 250R(3) of the Corporations Act, Resolution 1 is advisory only and does not bind the Directors. If Resolution 1 is not passed, the Directors will not be required to alter any of the arrangements in the Remuneration Report.

Pursuant to the Corporations Act, Shareholders will have the opportunity to remove the whole Board except the Managing Director if the Remuneration Report receives a 'no' vote of 25% or more ( Strike ) at two consecutive AGMs.

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If a resolution on the Remuneration Report receives a Strike at two consecutive AGMs, the Company will be required to put to Shareholders at the second AGM, a resolution on whether another meeting should be held (within 90 days) at which all Directors (other than the Managing Director) who were in office at the date of approval of the applicable Directors' Report must stand for re-election.

The Company's Remuneration Report did not receive a Strike at the Company's 2015 AGM. If the Remuneration Report receives a Strike at the Meeting, Shareholders should be aware that if a second Strike is received at the Company's 2017 AGM, this may result in the re-election of the Board.

The Chairperson will allow a reasonable opportunity for Shareholders as a whole to ask about, or make comments on the Remuneration Report.

Resolution 1 is an ordinary Resolution.

The Chairperson intends to exercise all available proxies in favour of Resolution 1.

If the Chairperson is appointed as your proxy and you have not specified the way the Chairperson is to vote on Resolution 1, by signing and returning the Proxy Form, you are considered to have provided the Chairperson with an express authorisation for the Chairperson to vote the proxy in accordance with the Chairperson's intention, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

5. Resolution 2 – Re-election of Director – Mr Ian Middlemas

In accordance with Listing Rule 14.4 and Article 6.3(b) of the Constitution, a director must not hold office (without re-election) past the third AGM following the director's appointment, or three years, whichever is longer.

Article 6.3(c) of the Constitution requires that one third of the Directors (rounded down, if necessary, to the nearest whole number), excluding:

• (a) the Managing Director; and

(b) any Director that was appointed by the Directors under Article 6.2(b) of the Constitution and is required to retire under Article 6.3(j) of the Constitution,

must retire at each AGM.

Article 6.3(f) provides that a Director who retires under Article 6.3(b) or 6.3(c) of the Constitution is eligible for re-election.

Mr Ian Middlemas was last re-elected as a Director on 19 November 2013 and must retire from office under Listing Rule 14.4 and Article 6.3(b) of the Constitution. A Director that retires under Article 6.3(b) is not excluded for the purposes of Article 6.3(c).

Resolution 2 provides that Mr Ian Middlemas retires from office for the purposes of Listing Rule 14.4 and Articles 6.3(b) and 6.3(c) of the Constitution and seeks re-election as a Director.

Details of Mr Ian Middlemas’ qualifications and experience are set out in the Annual Report.

Resolution 2 is an ordinary resolution.

The Chairperson intends to exercise all available proxies in favour of Resolution 2.

The Board (excluding Mr Ian Middlemas) unanimously supports the re-election of Mr Ian Middlemas as a Director and recommends that Shareholders vote in favour of Resolution 2.

6. Resolution 3 – Ratification of Prior Placement

6.1 General

On 19 May 2016, the Company issued 11,011,700 Shares at an issue price of $0.625 each to raise US$5,000,000 ($6,882,313) before costs ( Prior Placement ).

All 11,011,700 Shares were issued pursuant to the Company's capacity under Listing Rule 7.1.

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Listing Rule 7.1 provides that the Company is entitled to issue Equity Securities up to 15% of its issued share capital through placements during any 12 month period, without needing prior shareholder approval ( 15% Placement Capacity ).

Listing Rule 7.4 provides that if the Company in general meeting ratifies the previous issue of Equity Securities made pursuant to Listing Rule 7.1 (and provided that the previous issue did not breach Listing Rule 7.1) those Equity Securities will be deemed to have been made with shareholder approval for the purpose of Listing Rule 7.1.

The effect of passing Resolution 3 will be to allow the Company to retain the flexibility to issue equity securities in the future up to the 15% Placement Capacity set out in Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

Resolution 3 seeks ratification of the issue of 11,011,700 Shares under the Prior Placement.

Resolution 3 is an ordinary resolution.

The Chairperson intends to exercise all available proxies in favour of Resolution 3.

6.2 Specific information required by Listing Rule 7.5

In accordance with Listing Rule 7.5, information is provided in relation to the Prior Placement as follows:

• (a) On 19 May 2016 the Company issued 11,011,700 Shares to RCF V Annex Fund.

• (b) The Shares were issued for $0.625 per Share.

• (c) The Shares issued were all fully paid ordinary shares in the capital of the Company and were issued on the same terms and conditions as the Company's existing Shares.

• (d) The Company will use the funds raised to progress major development infrastructure work and exploration programmes at the Salamanca Project and for working capital.

• (e) A voting exclusion statement is included in the Notice for Resolution 3.

6.3 Directors' recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 3.

7. Resolution 4 – Approval of Additional 10% Placement Capacity

7.1 General

Listing Rule 7.1A enables an eligible entity to issue Equity Securities up to 10% of its issued share capital through placements over a 12 month period after an annual general meeting ( 10% Placement Capacity ). The 10% Placement Capacity is in addition to the Company's 15% Placement Capacity.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. As at 17 October 2016, the Company is an eligible entity and has a market capitalisation of $162.57 million.

The Company is seeking Shareholder approval by way of a special resolution to have the ability to issue Equity Securities under the 10% Placement Capacity. The number of Equity Securities to be issued under the 10% Placement Capacity will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 7.2(c)).

Resolution 4 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

The Chairperson intends to exercise all available proxies in favour of Resolution 4.

7.2 Listing Rule 7.1A

(a) Shareholder approval

The ability to issue Equity Securities under the 10% Placement Capacity is subject to Shareholder approval by way of a special resolution at an annual general meeting.

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(b) Equity Securities

Any Equity Securities issued under the 10% Placement Capacity must be in the same class as an existing quoted class of Equity Securities of the Company.

The Company, as at the date of the Notice, has on issue one quoted class of Equity Securities being Shares.

(c) Formula for calculating 10% Placement Capacity

Listing Rule 7.1A.2 provides that eligible entities which have obtained Shareholder approval at an annual general meeting may issue or agree to issue, during the 12 month period after the date of the annual general meeting, a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

• A is the number of shares on issue 12 months before the date of issue or agreement:

• (A) plus the number of fully paid shares issued in the 12 months under an exception in Listing Rule 7.2;

• (B) plus the number of partly paid shares that became fully paid in the 12 months;

• (C) plus the number of fully paid shares issued in the 12 months with Shareholder approval under Listing Rule 7.1 and 7.4. This does not include an issue of fully paid shares under the entity's 15% placement capacity without Shareholder approval;

• (D) less the number of fully paid shares cancelled in the 12 months.

Note that A has the same meaning in Listing Rule 7.1 when calculating an entity's 15% placement capacity.

• D is 10%

• E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with Shareholder approval under Listing Rule 7.1 or 7.4.

• (d)

Listing Rule 7.1 and Listing Rule 7.1A

The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the 15% Placement Capacity.

At the date of the Notice, the Company has on issue 200,708,023 Shares[1] and has the capacity to issue:

• (i) 16,758,749 Equity Securities[2] under Listing Rule 7.1; and

• (ii) subject to Shareholder approval of Resolution 4, 18,953,632 Equity Securities[3] under Listing Rule 7.1A.

The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 7.2(c)).

(e) Minimum Issue Price

1 The total number of Shares on issue for the Company includes issues of Equity Securities that are included as "C" and "E" in the formulas for calculating the 15% Placement Capacity and 10% Placement Capacity respectively and so "A" does not equal the total number of Shares on issue.

2 This takes into account 15% Placement Capacity already used and does not take into account Shareholder approval of Resolution 3.

3 This does not take into account Shareholder approval of Resolution 3.

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The issue price of Equity Securities issued under Listing Rule 7.1A must be not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 Trading Days on which trades in that class were recorded immediately before:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed; or

• (ii) if the Equity Securities are not issued within 5 Trading Days of the date described in Section 7.2(e)(i), the date on which the Equity Securities are issued.

• (f) 10% Placement Period

• Shareholder approval of the 10% Placement Capacity under Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained and expires on the earlier to occur of:

• (i) the date that is 12 months after the date of the annual general meeting at which the approval is obtained; or

• (ii) the date of Shareholder approval of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),

( 10% Placement Period ).

7.3 Listing Rule 7.1A

• The effect of Resolution 4 will be to allow the Directors to issue Equity Securities under Listing Rule 7.1A during the 10% Placement Period without using the Company’s 15% Placement Capacity.

7.4 Specific information required by Listing Rule 7.3A

In accordance with Listing Rule 7.3A, information is provided as follows:

• (a) Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company's Equity Securities over the 15 Trading Days on which trades in that class were recorded immediately before:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed; or

• (ii) if the Equity Securities are not issued within 5 Trading Days of the date described in Section 7.4(a)(i), the date on which the Equity Securities are issued.

• (b) If Resolution 4 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Capacity, the existing Shareholders' voting power in the Company will be diluted as shown in the below table. There is a risk that:

• (i) the market price for the Company's Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting; and

• (ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company's Equity Securities on the issue date or the Equity Securities are issued as part of consideration for the acquisition of a new asset,

• which may have an effect on the amount of funds raised by the issue of the Equity Securities.

• (c) The table below shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of Ordinary Securities for variable 'A' calculated in accordance with the formula in Listing Rule 7.1A(2) as at the date of the Notice.

• (d) The table also shows:

• (i) two examples where variable 'A' has increased, by 50% and 100%. Variable 'A' is based on the number of Ordinary Securities the Company has on issue. The number of Ordinary Securities on issue may increase as a result of issues of Ordinary Securities that do not require Shareholder approval (for example, a pro

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rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future general meeting; and

(ii) two examples of where the issue price of Ordinary Securities has decreased by 50% and increased by 100% as against the current market price.

Variable 'A' in Listing Rule 7.1A.2
			Dilution
		$0.42	$0.81	$1.62 100% increase in Issue Price
		50% decrease in Issue Price	Issue Price
Current Variable 'A' 200,708,023 Shares	10% voting dilution	20,070,802 Shares	20,070,802 Shares	20,070,802 Shares
	Funds raised	$8,128,675	$16,257,350	$32,514,700
50% increase in current Variable 'A' 301,062,034 Shares	10% voting dilution	30,106,203 Shares	30,106,203 Shares	30,106,203 Shares
	Funds raised	$12,193,012	$24,386,024	$48,772,049
100% increase in current Variable 'A' 401,416,046 Shares	10% voting dilution	40,141,605 Shares	40,141,605 Shares	40,141,605 Shares
	Funds raised	$16,257,350	$32,514,700	$65,029,400

The table has been prepared on the following assumptions:

• (i) The Company issues the maximum number of Equity Securities available under the 10% Placement Capacity.

• (ii) No Options are converted into Shares before the date of the issue of the Equity Securities.

• (iii) The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

• (iv) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Capacity, based on that Shareholder’s holding at the date of the Meeting.

• (v) The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% Placement Capacity.

• (vi) The issue of Equity Securities under the 10% Placement Capacity consists only of Shares. If the issue of Equity Securities includes Options, it is assumed that those Options are converted into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.

• (vii) The issue price is $0.81, being the closing price of the Shares on ASX on 17 October 2016.

• (e) The Company will only issue Equity Securities during the 10% Placement Period. The approval under Resolution 4 for the issue of Equity Securities will cease to be valid in the event that Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or Listing Rule 11.2 (disposal of main undertaking).

• (f) The Company may seek to issue Equity Securities for the following purposes:

• (i) cash consideration for the continued exploration and development of the Company's resource projects, general working capital, the acquisition of new resource assets or investments or a combination of those purposes; or

• (ii) non-cash consideration for the acquisition of the new resource assets and investments (in such circumstances the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3).

• (g) The Company will comply with the disclosure obligations under Listing Rules 7.1A.4 and 3.10.5A upon issue of any Equity Securities.

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• (h) The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Capacity. The identity of the subscribers of Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:

• (i) the methods of raising funds that are available to the Company, including but not limited to, a rights issue or other issue in which existing security holders can participate;

• (ii) the effect of the issue of the Equity Securities on the control of the Company;

• (iii) the financial situation and solvency of the Company; and

• (iv) advice from corporate, financial and broking advisers (if applicable).

• (i) The subscribers under the 10% Placement Capacity have not been determined as at the date of the Notice but may include existing substantial Shareholders or new Shareholders (or both) who are not a related party or an associate of a related party of the Company.

• (j) Further, if the Company is successful in acquiring new resource assets or investments, it is likely that the subscribers under the 10% Placement Capacity will be the vendors of the new resources assets or investments.

• (k) The Company previously obtained Shareholder approval under Listing Rule 7.1A at its 2015 AGM. In the 12 months preceding the date of the Meeting, the Company issued a total of 24,651,700 Equity Securities which represents 12.2% of the total number of Equity Securities on issue 12 months prior to the date of the Meeting (at the date of the Notice). Further detail as required under Listing Rule 7.3A.6 in respect of these Equity Securities issues is set out in Schedule 2.

• (l) A voting exclusion statement is included in the Notice for Resolution 4.

• (m) At the date of the Notice, the Company has not approached any particular Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of Equity Securities. No Shareholder's votes will therefore be excluded under the voting exclusion in the Notice.

7.5 Directors' Recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 4.

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Schedule 1 - Definitions

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

$ means Australian Dollars.

10% Placement Capacity has the meaning given to that term in Section 7.1.

10% Placement Period has the meaning given to that term in Section 7.2(f).

15% Placement Capacity has the meaning given to that term in Section 6.1.

AGM means an annual general meeting of the Shareholders.

Annual Report means the Directors’ Report, the Financial Report, and Auditor’s Report, in respect to the year ended 30 June 2016.

ASX means the ASX Limited ABN 98 008 624 691 and where the context permits the Australian Securities Exchange operated by ASX Limited.

Auditor means the Company's auditor from time to time (being Deloitte as at the date of the Notice).

Auditor's Report means the Auditor's report on the Financial Report.

Board means the board of Directors of the Company.

Chairperson means the person appointed to chair the Meeting convened by the Notice.

Closely Related Party means in relation to a member of a Key Management Personnel:

(a) a spouse or child of the member; or

• (b) has the meaning given in section 9 of the Corporations Act.

Company means Berkeley Energia Limited ACN 052 468 569.

Constitution means the constitution of the Company as at the commencement of the Meeting.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Directors' Report means the annual directors' report prepared under chapter 2M of the Corporations Act for the Company and its controlled entities.

Equity Security has the meaning given to that term in the Listing Rules.

Explanatory Memorandum means this explanatory memorandum which forms part of the Notice.

Financial Report means the annual financial report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities.

Key Management Personnel means persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company.

Listing Rules means the listing rules of ASX.

Managing Director means the managing Director.

Meeting has the meaning given to that term in the introductory paragraph of the Notice.

Notice means the notice of the Meeting and includes the agenda, Explanatory Memorandum and the Proxy Form.

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Option means an option which entitles the holder to subscribe for a Share.

Ordinary Securities has the same meaning given to that term in the Listing Rules.

Performance Right means an unlisted performance share right that converts into one Share in the capital of the Company upon the satisfaction of various performance conditions.

Proxy Form means the proxy form attached to the Notice.

Remuneration Report means the remuneration report of the Company contained in the Directors’ Report.

Resolution means a resolution proposed pursuant to the Notice.

Schedule means a schedule to this Explanatory Memorandum.

Section means a section of this Explanatory Memorandum.

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

Shareholder means a registered holder of a Share.

Strike means a 'no' vote of 25% or more on the resolution approving the Remuneration Report.

Trading Day means a day determined by ASX to be a trading day in accordance with the Listing Rules.

VWAP means volume weighted average price.

WST means Australian Western Standard Time, being the time in Perth, Western Australia.

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Schedule 2 – Listing Rule 7.3A.6 Disclosure

No.	Date of	Number	Class	Persons to whom	Issue price	Discount to market price	Consideration	Consideration
	Issue			the securities were issued
1.	23 December 2015	500,000	Ordinary Shares	Other employees and consultants	$0.475 – exercise of Incentive Options	Not applicable	Total consideration:	$237,500
							Amount of consideration spent:	$237,500
							What consideration was spent on:	Major development infrastructure work and exploration programs at the Salamanca Project and for workingcapital.
							Intended use for remaining consideration:	Not applicable
2.	23 December 2015	830,000	Ordinary Shares	Key Management Personnel and other employees and consultants as part of the Company’s Performance Rights Plan	Nil – issued on conversion of Performance Rights. Market price of traded shares on date of issue was $0.46. Based on this issue price, the shares had a value of $381,000. Based on the market price of traded shares on 17 October 2016 of $0.81, the shares would have a value of$672,300.	Not applicable	Total consideration:	Nil
							Amount of consideration spent:	Not applicable
							What consideration was spent on:	Not applicable
							Intended use for remaining consideration:	Not applicable
3.	23 December 2015	120,000	Ordinary Shares	Key consultant (GMP Securities) as part of their annual fee	Nil - market price of traded shares on date of issue was $0.46. Based on this issue price, the shares had a value of $55,200. Based on the market price of traded shares on 17 October 2016 of $0.81, the shares would have a value of $97,200.	Not applicable	Total consideration:	Nil
							Amount of consideration spent:	Not applicable
							What consideration was spent on:	Not applicable
							Intended use for remaining consideration:	Not applicable
4.	12 February 2016	2,905,000	Performance Rights	Key Management Personnel and other employees and consultants as part of the Company’s Performance Rights Plan	Nil – Performance Rights remain unvested until specific performance conditions are met prior to relevant expiry dates. Market price of traded shares on date of issue was $0.43. Based on this issue price and assuming the conversion of the Performance Rights, the shares would have a value of $1,249,150. Based on the market price of traded shares on 17October 2016 of$0.81	Not applicable	Total consideration:	Nil
							Amount of consideration spent:	Not applicable
							What consideration was spent on:	Not applicable
							Intended use for remaining consideration:	Not applicable

No.	Date of	Number	Class	Persons to whom	Issue price	Discount to market price	Consideration	Consideration
	Issue			the securities were issued
					and assuming the conversion of the Performance Rights, the shares would have a value of$2,353,050.
5.	12 February 2016	500,000	Incentive Options	Key Management Personnel and other employees and consultants	Nil - market price of traded shares on date of issue was $0.43. Based on this issue price and assuming the exercise of the Incentive Options, the shares had a value of $215,000. Based on the market price of traded shares on 17 October 2016 of $0.81 and assuming the exercise of the Incentive Options, the shares would have a value of$405,000.	Not applicable	Total consideration:	Nil
							Amount of consideration spent:	Not applicable
							What consideration was spent on:	Not applicable
							Intended use for remaining consideration:	Not applicable
6.	18 March 2016	900,000	Performance Rights	Director (Mr Paul Atherley)	Nil – issued as part of remuneration arrangements. The Performance rights remain unvested until specific performance conditions are met prior to relevant expiry dates. Market price of shares on date of issue was $0.48. Based on this issue price and assuming conversion of the Performance Rights, the shares had a value of $432,000. Based on the market price of traded shares on 17 October 2016 of $0.81 and assuming conversion of the Performance Rights, the shares would have a value of$729,000.	Not applicable	Total consideration:	Nil
							Amount of consideration spent:	Not applicable
							What consideration was spent on:	Not applicable
							Intended use for remaining consideration:	Not applicable
7.	19 May 2016	500,000	Ordinary Shares	Other employees and consultants	$0.45 – exercise of Incentive Options	Not applicable	Total consideration:	$225,000
							Amount of consideration spent:	$225,000
							What consideration was spent on:	Major development infrastructure work and exploration programs at the Salamanca Project and for workingcapital.
							Intended use for remaining consideration:	Not applicable

No.	Date of	Number	Class	Persons to whom	Issue price	Discount to market price	Consideration	Consideration
	Issue			the securities were issued
8.	19 May 2016	11,011,700	Ordinary Shares	Resource Capital Funds as part of a royalty financing completed with the Company	$0.625	Premium of 15% to the 30-day VWAP	Total consideration:	$6,882,313
							Amount of consideration spent:	$680,466
							What consideration was spent on:	Major development infrastructure work and exploration programs at the Salamanca Project and for workingcapital.
							Intended use for remaining consideration:	Major development infrastructure work and exploration programs at the Salamanca Project and for workingcapital.
9.	8 June 2016	5,000,000	Ordinary Shares	Directors (Mr Ian Middlemas and Mr Robert Behets)	$0.45 – exercise of Incentive Options	Not applicable	Total consideration:	$2,250,000
							Amount of consideration spent:	Nil
							What consideration was spent on:	Not applicable
							Intended use for remaining consideration:	Not applicable
10.	29 July 2016	2,345,000	Ordinary Shares	Key Management Personnel and other employees and consultants as part of the Company’s Performance Rights Plan	Nil – issued on conversion of Performance Rights. Market price of shares on date of issue was $0.85. Based on this issue price, the shares had a value of $1,993,250. Based on the market price of traded shares on 17 October 2016 of $0.81, the shares would have a value of $1,899,450.	Not applicable	Total consideration:	Not applicable
							Amount of consideration spent:	Not applicable
							What consideration was spent on:	Not applicable
							Intended use for remaining consideration:	Not applicable
11.	28 September 2016	40,000	Ordinary Shares	Key consultant (Stocks Digital) as part of their service fee	Nil – market price of shares on date of issue was $0.80. Based on this issue price, the shares had a value of $32,000. Based on the market price of traded shares on 17 October 2016 of $0.81, the shares would have a value of$32,400.	Not applicable	Total consideration:	Not applicable
							Amount of consideration spent:	Not applicable
							What consideration was spent on:	Not applicable
							Intended use for remaining consideration:	Not applicable

BERKELEY ENERGIA LIMITED ACN 052 468 569

P R O X Y F O R M

The Company Secretary Berkeley Energia Limited

By delivery: By post: By facsimile: Level 9, 28 The Esplanade PO Box Z5083 +61 8 9322 6558 PERTH WA 6000 PERTH WA 6831

Name of Shareholder:

Address of Shareholder:

Number of Shares entitled to vote:

Please mark  to indicate your directions. Proxy appointments will only be valid and accepted by the Company if they are made and received no later than 48 hours before the meeting. Further instructions are provided overleaf.

Step 1 – Appoint a Proxy to Vote on Your Behalf

I/we being Shareholder/s of the Company hereby appoint:

The Chairperson (mark box)  OR please write the name of the person or body corporate (excluding if you are NOT appointing the Chairperson as your proxy, the registered shareholder) you are appointing as your proxy

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairperson, as my/our proxy to act generally on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Berkeley Energia Limited to be held at the Conference Room, Ground Floor, BGC Centre, 28 The Esplanade, Perth, Western Australia on Tuesday 22 November 2016 commencing at 2:00pm (WST) and at any adjournment or postponement of such meeting. 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).

Important – If the Chairperson is your proxy or is appointed your proxy by default

The Chairperson intends to vote all available proxies in favour of Resolution 1. If the Chairperson is your proxy or is appointed your proxy by default, unless you indicate otherwise by ticking either the 'for', 'against' or 'abstain' box in relation to Resolution 1, you will be expressly authorising the Chairperson to vote in accordance with the Chairperson's voting intentions on Resolution 1 even if Resolution 1 is connected directly or indirectly with the remuneration of a member of Key Management Personnel.

Step 2 – Instructions as to Voting on Resolutions

INSTRUCTIONS AS TO VOTING ON RESOLUTIONS

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

	For	Against	Abstain*
Resolution 1 Remuneration Report
Resolution 2 Re-election of Director – Mr Ian Middlemas
Resolution 3 Ratification of Prior Placement
Resolution 4 Approval of Additional 10% Placement Capacity

• If you mark the Abstain box for a particular Resolution, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

The Chairperson intends to vote all available proxies in favour of each Resolution.

Authorised signature/s

This section must be signed in accordance with the instructions below to enable your voting instructions to be implemented.

Individual or Shareholder 1 Shareholder 2 Shareholder 3 Sole Director and Sole Company Secretary Director Director/Company Secretary _____ ______ _________ Contact Name Contact Daytime Telephone Date

Proxy Notes:

A Shareholder entitled to attend and vote at the Meeting may appoint a natural person as the Shareholder's proxy to attend and vote for the Shareholder at that Meeting. If the Shareholder is entitled to cast 2 or more votes at the 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 Meeting, the representative of the body corporate to attend the 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 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 9, 28 The Esplanade, Perth, WA, 6000, or by post to PO Box Z5083, Perth, WA, 6831 or Facsimile (08) 9322 6558 if faxed from within Australia or +618 9322 6558 if faxed from outside Australia) not less than 48 hours prior to the time of commencement of the Meeting (WST).