Berkeley Energia Limited — Capital/Financing Update 2017

Nov 29, 2017

NEWS RELEASE | 30 November 2017 | AIM/ASX: BKY

Berkeley completes strategic investment of up to US$120m with Oman sovereign wealth fund

Berkeley Energia is pleased to announce that shareholders have voted to approve the strategic investment agreement with the sovereign wealth fund of the Sultanate of Oman.

All Conditions Precedent have been met and the Company has now received the initial

US$65 million tranche of funding.

The investment comprises an interest-free and unsecured loan of US$65 million which can be converted into ordinary shares at 50 pence per share upon commissioning of the mine, as well as an options package exercisable at an average price of 85 pence per share contributing an additional US$55 million if exercised.

The receipt of this first US$65 million fully funds the capital costs for production at the Salamanca mine, the only uranium mine under construction in the world today.

With the funding now completed, the Company will award the major construction and mining contracts and commence major earthworks early in the new year.

Mr Deepankar Panigrahi, Investment Manager in the Private Equity division of the State General Reserve Fund (“SGRF”) of Oman will join the Board as a Non-Executive Director effective immediately.

Mr Panigrahi has extensive experience across a variety of sectors and geographies covering all stages of the private equity process, including post investment management. Mr Panigrahi holds an Undergraduate and Master’s degree in Economics with Distinction and Honours from the University of Michigan followed by an MBA from Cambridge University.

Managing Director, Paul Atherley, commented:

"We are delighted to have now closed the Oman financing transaction, which fully derisks the capital costs required to bring the Salamanca mine into production. We welcome the Oman fund as a strategic, long term investor and shareholder in the Company and we welcome Mr Deepankar Panigrahi to our Board.

With the funding in place we will now award the main EPC and mining contracts and begin major earthworks in the new year, focusing first on the installation of the crushing circuit.

Spot uranium prices have risen sharply since the announcement in early November by Cameco that it has temporarily suspended production from the McArthur River due to continued uranium price weakness.

Over the coming months, we expect more supply to be removed from global markets as higher cost operations are forced into closure when historical sales contracts roll off.

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The Salamanca mine, with some of the lowest operating costs globally, is being constructed at the bottom of the uranium price cycle and when production commences the market is expected to be dominated by US utilities looking to re-contract, who will at the same time be competing with Chinese and Japanese reactor demand.”

An Appendix 3B is attached to this announcement.

For further information please contact:

Paul Atherley Hugo Schumann Managing Director Chief Commercial Officer +44 203 903 1930 info@berkeleyenergia.com

Buchanan Communications Ltd. Bobby Morse Anna Michniewicz Senior Partner Account Director +44 207 466 5000 BKY@buchanan.uk.com

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2

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Berkeley Energia Limited

ABN

40 052 468 569

We (the entity) give ASX the following information.

Part 1 - All issues

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

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 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)	a) Convertible Loan Note b) Unlisted Options
	a) Convertible loan note convertible into 100,880,000 ordinary shares b) 50,443,124
	a) Convertible loan note convertible ordinary shares at £0.50 per share expiring 30 November 2021 b) 10,088,625 Unlisted Options exercisable at £0.60 each, vesting on conversion of the Convertible Loan Note and expiring the earlier of 12 months after vesting or on 30 November 2022 15,132,937 Unlisted Options exercisable at £0.75 each, vesting on conversion of the Convertible Loan Note and expiring the earlier of 18 months after vesting or on 30 May 2023 25,221,562 Unlisted Options exercisable at £1.00 each, vesting on conversion of the Convertible Loan Note and expiring the earlier of 24 months aftervesting oron30 November 2023

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 1

Appendix 3B New issue announcement

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 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 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 6b The date the security holder resolution under rule 7.1A was passed 6c Number of +securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)	No – not listed
	a) £0.50 b) Nil –see below
	Proceeds will be used to bring the Salamanca mine into production and for ongoing working capital requirements
	Yes
	28 November 2017
	Nil
	Nil
	151,323,124 – 28 November 2017

• See chapter 19 for defined terms.

Appendix 3B Page 2

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Appendix 3B New issue announcement

6f Number of+securities issued under an exception in rule 7.2 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. 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 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 +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. 8 Number and+class of all+securities quoted on ASX (_including_the +securities in section 2 if applicable)	Nil	Nil
	Not applicable
	Not applicable
	Rule 7.1 – 38,129,052 Rule 7.1A – 25,444,998
	30 November 2017
	Number	+Class
	254,534,420	Ordinary shares

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 3

Appendix 3B New issue announcement

9 Number and+class of all+securities not quoted on ASX (_including_the +securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	3,500,000 150,000 150,000 200,000 3,500,000 8,610,000 100,880,000 10,088,625 15,132,937 25,221,562	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 Convertible loan note with a principal amount of US$65 million, convertible into 100,880,000 ordinary shares at a conversion price of £0.50 per share expiring 30 November 2021 Options exercisable at £0.60 each, vesting on conversion of the Convertible Loan Note and expiring the earlier of 12 months after vesting or on 30 November 2022 Options exercisable at £0.75 each, vesting on conversion of the Convertible Loan Note and expiring the earlier of 18 months after vesting or on 30 May 2023 Options exercisable at £1.00 each, vesting on conversion of the Convertible Loan Note and expiring the earlier of 24 months after vesting oron30 November 2023.
	Not applicable

Part 2 - Pro rata issue

11 Is security holder approval required? Not applicable

• See chapter 19 for defined terms.

Appendix 3B Page 4

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Appendix 3B New issue announcement

12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 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. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 5

Appendix 3B New issue announcement

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 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do security holders sell their entitlements_in full_through a broker? 31 How do security holders sell_part_of their entitlements through a broker and accept for the balance? 32 How do security holders dispose of their entitlements (except by sale through a broker)? 33 +Issue date	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable

Part 3 - Quotation of securities

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

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

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If 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

• See chapter 19 for defined terms.

Appendix 3B Page 6

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Appendix 3B New issue announcement

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

Entities that have ticked box 34(b)

38 Number of+securities for which +quotation is sought 39 +Class of +securities for which quotation is sought 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 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) 42 Number and+class of all+securities quoted on ASX (_including_the +securities in clause 38)	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Number	+Class

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 7

Appendix 3B New issue announcement

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

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

• There is no reason why those[+] securities should not be granted[+] quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

[lodged electronically without signature]

Sign here: ............................................................ Date: 30 November 2017

( ~~Director/~~ Company secretary)

Print name: Dylan Browne

== == == == ==

• See chapter 19 for defined terms.

Appendix 3B Page 8

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Appendix 3B New issue announcement

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

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

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Insert number of fully paid [+] ordinary 236,420,404
securities on issue 12 months before the
+issue date or date of agreement to issue
Add the following:
• Number of fully paid [+] ordinary 17,869,572 (16 December 2016)
securities issued in that 12 month
200,000 (23 December 2016)
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
Subtract the number of fully paid Nil
+ordinary securities cancelled during that
12 month period
“A” 254,489,976
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• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 9

Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	38,173,496
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber 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	22,222 (26 May 2017) 22,222 (3 November 2017)
“C”	44,444
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	38,173,496
Subtract“C” Note: number must be same as shown in Step 3	44,444
Total[“A” x 0.15] – “C”	38,129,052 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

Appendix 3B Page 10

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Appendix 3B New issue announcement

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated “A” 254,449,976 Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of “A” “D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 25,444,998

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

• Insert number of[+] equity securities Nil 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

• “E” Nil

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 11

Appendix 3B New issue announcement

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	25,444,998
Subtract“E” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.10] – “E”	25,444,998 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 12

04/03/2013