Berkeley Energia Limited

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action you should take, you should immediately consult a person authorised for the purposes of the Financial Services and Markets Act 2000 (as amended) who specialises in advising on the acquisition of shares and other securities.

This document comprises a prospectus (the “ Prospectus ”) relating to Berkeley Energia Limited (the “ Company ” or “ Berkeley ”) and has been prepared in accordance with the Prospectus Rules of the Financial Conduct Authority (the “ FCA ”) made under section 73A of FSMA and has been filed with the FCA. This Prospectus constitutes a prospectus within a form of a single document within the meaning of Article 5 item 3 of the Directive 2003/71/EC (“ Prospectus Directive ”) and has been prepared in accordance with the provisions of the Commission Regulation (EC) No 809/2004 of 29 April 2004 implementing Directive 2003/71/EC of the European Parliament and of the Council as regards information contained in the prospectus as well as the format, incorporation by reference and publication of such prospectuses and dissemination of advertisements (“ Regulation 809/2004 ”). This Prospectus has been approved by FCA in its capacity as the competent authority in the United Kingdom as the Company’s home member state within the meaning of the Prospectus Directive. The Company will be authorised to apply for the admission and introduction of the Shares to trading on the Spanish Stock Exchanges once the Comisión Nacional del Mercado de Valores (the “ CNMV ”) is notified of the approval of this Prospectus by the FCA and receives from the FCA a copy of the approved Prospectus together with a Spanish translation of the section containing the summary of the information. This document shall be made available to the public as required by the Prospectus Rules and by the Spanish Royal Legislative Decree 4/2015, of 23 October, approving the consolidated text of the Spanish Securities Market Act (the “ Spanish Act ”) and the Spanish Royal Decree 1310/2005, of 4 November, implementing the Securities Market Act on the admission and public offers of securities and the required prospectus. This Prospectus shall be made available in an electronic form on the Company's website from 1 June 2018. This document does not constitute a prospectus for the purposes of the Australian Corporations Act 2001 (Cth).

Application has been made to the FCA for all of the issued Ordinary Shares to be admitted to the standard listing segment of the Official List of the FCA (the “ Official List ”) and to the London Stock Exchange plc (the “ London Stock Exchange ”) for such Ordinary Shares to be admitted to trading on its main market for listed securities (together “ Admission ”). Admission to trading on the London Stock Exchange constitutes admission to trading on a regulated market. It is expected that Admission will become effective and that unconditional dealings will commence in the Ordinary Shares on the London Stock Exchange at 8:00 am (BST) on 6 June 2018.

Pursuant to this Prospectus, an application will be made to the Spanish Stock Exchanges for 254,684,420 Ordinary Shares with no par value, issued by the Company, to be admitted and introduced to the Spanish Stock Exchanges (the “ Spanish Admission ”). Spanish Admission constitutes admission to trading on a regulated market within the meaning of the Spanish Act. It is expected that Spanish Admission will become effective and that dealings will commence in the Ordinary Shares on the Spanish Stock Exchanges at 12 noon (CET) on 7 June 2018.

(Registered in Australia under the Australian Corporations Act 2001 with ABN 40 052 468 569)

Admission to the standard listing segment of the Official List of the UK Listing Authority and to trading on the London Stock Exchange’s Main Market for listed securities and admission and introduction of 254,684,420 ordinary shares of the Company with no par value to the main market of the Spanish Stock Exchanges

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The Ordinary Shares are already listed on ASX and are admitted to trading on AIM. Following Admission, the Ordinary Shares will cease to be admitted to trading on AIM, but will continue to be traded on ASX. No application has been made, or is currently intended to be made, for the Ordinary Shares to be admitted to listing or traded on any stock exchange other than the Main Market of the London Stock Exchange and the Spanish Stock Exchanges.

The Company and its Directors (whose names appear on page 35 of this Prospectus) accept responsibility for the information contained in this Prospectus. To the best of the knowledge of the Company and its Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and contains no omission likely to affect the import of such information.

Although the whole text of this document should be read, the attention of persons receiving this prospectus is drawn to the section headed “Risk Factors” contained on pages 15 to 29 of this Prospectus.

This prospectus does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities other than the Ordinary Shares to which it relates or any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, such Ordinary Shares by any person in any circumstances in which such offer or solicitation is unlawful and is not for distribution in or into the United States, Canada or Japan. The Ordinary Shares have not been and will not be registered under the US Securities Act or the applicable securities laws of Canada or Japan and may not be offered or sold within the United States, Canada or Japan or to, or for the account or benefit of, citizens or residents of the United States, Canada or Japan.

SUMMARY.................................................................................................................................................... 3 RISK FACTORS.......................................................................................................................................... 15 GENERAL INFORMATION .........................................................................................................................30 DIRECTORS, SECRETARY, REGISTERED OFFICE AND ADVISERS.....................................................35 EXPECTED TIMETABLE OF PRINCIPAL EVENTS...................................................................................37 PART 1 - INFORMATION ON THE COMPANY .........................................................................................38 PART 2 - DIRECTORS AND CORPORATE GOVERNANCE.....................................................................63 PART 3 - OPERATING AND FINANCIAL REVIEW ..................................................................................71 PART 4 - TAXATION ...................................................................................................................................87 PART 5 - HISTORICAL FINANCIAL INFORMATION ON THE GROUP.....................................................94 PART 6 - ADDITIONAL INFORMATION ...................................................................................................232 PART 7 - DEFINED TERMS AND GLOSSARY OF TECHNICAL COMPLETION....................................277 ANNEXURE 1 – APPENDIX 5B ...............................................................................................................286

SUMMARY

Summaries are made up of disclosure requirements known as ‘Elements’. These elements are numbered in Sections A – E (A.1 – E.7).

This summary contains all the Elements required to be included in a summary for this type of security and issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements.

Even though an Element may be required to be inserted in the summary because of the type of securities and issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of the words ‘not applicable’.

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SECTION A - Introduction and warnings
Element Disclosure Disclosure
requirement
A.1 Introduction This summary should be read as introduction to the Prospectus.
Any decision to invest in the Ordinary Shares should be based on
consideration of this Prospectus as a whole by the investor.
Where a claim relating to the information contained in this
Prospectus is brought before a court, the plaintiff investor might,
under the national legislation of the Member States, have to bear the
costs of translating this Prospectus before the legal proceedings are
initiated.
Civil liability attaches only to those persons who have tabled the
summary, including any translation thereof, but only if the summary
is misleading, inaccurate or inconsistent when read together with
the other parts of this Prospectus or it does not provide, when read
together with the other parts of this Prospectus, key information in
order to aid investors when considering whether to invest in the
Ordinary Shares.
A.2 Consent for Not applicable
intermediaries
SECTION B - Issuer
Element Disclosure Disclosure
requirement
B.1 Legal and Commercial Berkeley Energia Limited
Name
B.2 Domicile/Legal Form/ A company incorporated under the laws of Australia, pursuant to the
Legislation/Country of Australian Corporations Act 2001 with a principal office in London
Incorporation and a registered office in Perth, Western Australia.
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B.3 Current Operations/ The Company is an emerging uranium mining company with its
principal place of business in London a project office in Spain and
Principal Activities and its registered office in Western Australia. The Salamanca Project is
Markets a large scale uranium project with a total Mineral Resource Estimate
of 82.6Mt at 514ppm containing 89.3Mlbs of U3O8 (at a cut-off grade
of 200 ppm).
A Definitive Feasibility Study was published by the Company in July
2016.
B.4a Significant Trends All European Union, national, regional and provincial level approvals
necessary for the initial infrastructure development of the
Salamanca Project were received by October 2015. Development
work on the project began in August 2016 (having received all
necessary approvals for that phase), with the re-routing of an
existing electrical power service and realignment of a five kilometre
stretch of road.
The next stage in the Salamanca Project’s development is
dependent on obtaining the urbanism licence and NSC II which will
allow for the construction of the plant as a radioactive facility. The
Company applied for these approvals in November 2016, with both
currently outstanding.
Funds raised from a US$30 million capital raising announced on 4
November 2016 enabled the Company to complete part of the land
acquisition process, with over 600 hectares of land either acquired
or leased. Following the land acquisition, the Company commenced
clearing of the land where the processing plant, voltage substation
and storage facilities are to be constructed.
In July 2017, the Company released the results from the Front-End
Engineering and Design study which reported that the capital costs
are 1% below the estimates from the DFS. The Company has begun
procuring equipment with the first of two primary crushers delivered
to site in July 2017.
The spot price of uranium dropped to below US$18.75 per pound in
October 2016 and has averaged US$21.93 per pound during 2018.
Chinese demand, resulting from a substantial new-build reactor
program, is also expected to keep uranium supply in a deficit and
place upward pressure on prices in the long term. The positive long
term outlook for uranium is reflected in current long term contract
pricing, which is generally trading at a $10-20 per pound premium
over spot prices, and higher in some instances. Consensus
Economics’ long term spot price projections as at October 2017
show a recovery to around US$42.73 per pound in 2021.
Uranium demand is on the rise and the nuclear energy industry is
on a steady recovery since the Japanese nuclear power plant crisis
at Fukushima in March 2011, with Asian and Eastern European
countries embracing nuclear power generation in view of reducing
greenhouse gas emissions. Around the world policymakers are
increasingly recognising the combination of renewables and nuclear
generated electricity as the pathway to a low carbon future with at
least 57 reactors now under construction across the world. The rise
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in gas prices is also increasing the demand for alternative energy
sources such as nuclear power, further increasing the demand for
uranium.
China’s government policy underpins its uranium consumption, as
the Chinese government aims to have 80 gigawatts of nuclear
electricity generating capacity in place and under construction by
2020. Japan, which closed its nuclear power plants for testing after
the Fukushima disaster in early 2011, plans to restart its reactors
over the coming years, further driving global supply.
B.5 Description of Issuer’s The Company is the holding company of the Group and has three
Group wholly owned subsidiaries:
Berkeley Exploration Limited (incorporated in the UK)
Berkeley Exploration España S.L.U. (incorporated in Spain)
Berkeley Minera España S.L.U. (incorporated in Spain)
B.6 Shareholders The Company is not directly or indirectly owned or controlled by any
person.
The following persons have notified the Company of their interests
as set out below:
Substantial Holder Percentage of issued
shares
FIL Limited 9.74
Resource Capital Fund 9.65
Global X Management 9.36
Anglo Pacific Group PLC 6.92
River and Mercantile Asset Management 5.17
LLP
The above persons do not have different voting rights.
Key Income Year Ended Year Ended Year Ended
Statement Data 2017 2016 2015
B.7 Selected key historical
financial information (Audited) (Audited) (Audited)
(A$) (A$) (A$)
Revenue 463,639 248,868 588,829
Exploration and (11,045,135) (9,213,493) (6,677,550)
evaluation
expenses
Loss before income (16,049,740) (13,641,054) (7,865,605)
tax
Net profit/(loss) for (16,049,740) (13,641,054) (7,865,605)
the year
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Total (16,394,135) (13,516,038) (7,909,948)
comprehensive
income/(loss) for
the year
Basic (6.88) (7.47) (4.36)
earnings/(loss) per
share
(Australian cents)
Key balance sheet
data
Total assets 54,197,783 28,410,547 29,862,110
Total liabilities 5,731,173 2,108,570 1,323,575
Net assets/Equity 48,466,610 26,301,977 28,538,535
Key cash flow
data
Net cash outflow (12,240,232) (11,277,472) (6,819,976)
from operating
activities
Net cash (1,603,940) (346,679) (64,260)
inflow/(outflow)
from investing
activities
Net cash inflow 37,538,661 9,574,681 -
from financing
activities
Net 23,694,489 (2,049,470) (6,884,236)
increase/(decrease)
in cash and cash
equivalents
Net foreign (227,575) (1,090) 37,452
exchange
differences
Cash and cash 34,814,971 11,348,057 13,398,617
equivalents at the
end of the year
Key Income Half Year Half Year
Statement Data Ended 31 Ended 31
December December
2017 2016
(Reviewed) (Reviewed)
(A$) (A$)
Revenue 140,000 179,000
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Exploration and (7,817,000) (4,440,000)
evaluation
expenses
Fair value (24,868,000) -
movements on
non-cash settled
financial liabilities
Loss before income (40,714,000) (6,509,000)
tax
Net profit/(loss) for (40,714,000) (6,509,000)
the half year
Total (40,500,000) (6,416,000)
comprehensive
income/(loss) for
the half year
Basic (16.00) (3.08)
earnings/(loss) per
share (Australian
cents)
Key balance sheet
data
Total assets 126,500,000 54,198,000
Total liabilities 118,266,000 5,731,000
Net assets/Equity 8,234,000 48,467,000
Key cash flow
data
Net cash outflow (10,001,000) (7,127,000)
from operating
activities
Net cash (550,000) 1,432,000
inflow/(outflow)
from investing
activities
Net cash inflow 83,126,000 37,514,000
from financing
activities
Net increase/ 72,575,000 31,819,000
(decrease) in cash
and cash
equivalents
Net foreign (2,015,000) 12,000
exchange
differences
Cash and cash 105,375,000 43,179,000
equivalents at the
end of the half year
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During the financial year ended 30 June 2015:
• the Company announced an updated inferred Mineral
Resource Estimate for the Zona 7 deposit of 23.2Mt
averaging 589 ppm U3O8 for a contained 30.1Mlbs of U3O8
at a lower cut-off grade of 200 ppm U3O8; and
• the Mineral Resource Estimate was updated in April 2015
incorporating additional drilling and sampling information from
the 2014 drilling campaign. The MRE was classified as
Measured (4.8Mt averaging 412 ppm U3O8 for a contained
4.4Mlbs of U3O8), Indicated (11.7Mt averaging 349 ppm
U3O8 for a contained 9.0Mlbs of U3O8) and Inferred (0.2Mt
averaging 373 ppm U3O8 for a contained 0.1Mlbs of U3O8)
and a total resource of (16.6Mt averaging 367 ppm U3O8 for
a contained 13.5Mlbs of U3O8).
During the financial year ended 30 June 2016:
• on 4 November 2015, the Company released the results of
an updated pre-feasibility study for the Salamanca Project,
which also for the first time incorporated Zona 7 and
transformed the economics of the Salamanca Project;
• in January 2016, an upgrade to the Zona 7 MRE was
completed resulting in a 15% increase in grade; and
• on 10 May 2016, the Company announced a royalty and
equity financing with major shareholder, RCF. The equity
financing comprised of the issue of US$5 million worth of
Ordinary Shares in the Company at a price of A$0.625
(£0.32) per share. RCF also agreed to provide an additional
US$5 million though the sale of a 0.375% fully secured net
smelter royalty over the project.
During the financial year ended 30 June 2017:
• on 28 November 2016, the Company announced that it had
signed a binding off-take agreement with Curzon Resources
Limited, formerly Interalloys Trading Limited, for the sale of
the first production from the Salamanca Project mine. An
average price of US$42.43 per pound (fixed and spot pricing)
of contracted and optional volumes was agreed between the
parties;
• on 6 December 2016, the Company completed major land
acquisitions at the Salamanca Project in order to accelerate
the initial development infrastructure at the mine; and
• on 16 December 2016, the Company completed a placement
of 53.6 million shares at an issue price of 45 pence per
share, including to a number of London’s generalist blue chip
institutions to raise gross proceeds of US$30 million.
During the six months ended 31 December 2017:
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• on 6 July 2017, the Company announced that the capital cost
for the construction of the Salamanca Project had reduced to
€82.3 million (US$93.8 million), a 1% reduction over previous
estimates, confirming the Salamanca Project's status as one
of the lowest cost uranium mine developments in the world
today;
• on 12 July 2017, the Company announced that the primary
crusher for the Salamanca Project had been delivered to
site, marking a key milestone in the development of the
Salamanca Project; and
• on 30 November 2017, the Company completed an
investment agreement with SGRF who agreed to invest up
to US$120 million to fund the Salamanca Project through
the issue of a US$65 million convertible note and the SGRF
Options.
B.8 Selected pro forma Not applicable .
financial information
B.9 Profit forecast/ Not applicable .
estimate
B.10 Audit report – Not applicable. There have been no qualifications on the audit
qualifications reports relating to the audits conducted for the years ending 30 June
2017, 30 June 2016 and 30 June 2015.
B.11 Insufficient working Not applicable. The Company is of the opinion that the working
capital capital available to the Group is sufficient to cover the Group's
present requirements, that is for at least 12 months from the date of
this Prospectus.
SECTION C - Securities
Element Disclosure Disclosure
requirement
C.1 Description of the No new Ordinary Shares are being offered. All of the issued Ordinary
Offer Shares (being 254,684,420 Ordinary Shares) are to be admitted
to trading on the standard listing segment of the Official List and
to trading on the London Stock Exchange’s Main Market for listed
securities.
The ISIN of the ordinary shares in AU00000BKY0. The Company's
Ordinary Shares will trade using the ticker code "BKY".
254,684,420 Ordinary Shares are to be admitted and introduced to
trading on the Spanish Stock Exchanges.
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C.2 Currency of Issue Not applicable. No Ordinary Shares are being offered.
C.3 Issued Share Capital As at the Latest Practicable Date, there were 254,684,420 issued
Ordinary Shares. All issued Ordinary Shares are fully paid.
The Ordinary Shares have no par value.
C.4 Rights attaching to the The rights attaching to Ordinary Shares arise from a combination of
Ordinary Shares the Company's Constitution, statute and general law.
Ordinary Shares issued following the exercise of Unlisted Options or
the conversion of Performance Rights will rank equally in all respects
with the Company's existing Ordinary Shares.
The clauses of the Constitution contain the internal rules of the
Company and define matters such as the rights, duties and powers
of its shareholders and Directors, including provisions to the
following effect (when read in conjunction with the Australian
Corporations Act 2001 or ASX Listing Rules):
Shares
The issue of shares in the capital of the Company and options
over unissued shares by the Company is under the control of the
Directors, subject to the Australian Corporations Act 2001, the ASX
Listing Rules and any rights attached to any special class of shares.
Meetings of Members
Directors may call a meeting of members whenever they think fit.
Shareholders may call a meeting as provided by the Australian
Corporations Act 2001. The Constitution contains provisions
prescribing the content requirements of notices of meetings of
members and all members are entitled to a notice of meeting. A
meeting may be held in two or more places linked together by audio-
visual communication devices. A quorum for a meeting of members
is two eligible Shareholders.
The Company holds annual general meetings in accordance with the
Australian Corporations Act 2001 and the ASX Listing Rules.
Voting
Subject to any rights or restrictions at the time being attached to
any shares or class of shares of the Company, each member of
the Company is entitled to receive notice of, attend and vote at
a general meeting. Resolutions of members will be decided by a
show of hands unless a poll is demanded. On a show of hands
each eligible Shareholder present has one vote. However, where
a person present at a general meeting represents personally or by
proxy, attorney or representative more than one member, on a show
of hands the person is entitled to one vote only despite the number
of members the person represents.
On a poll each eligible Shareholder has one vote for each Ordinary
Share held.
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Changes to the Constitution
The Company’s Constitution can only be amended by a special
resolution passed by at least three quarters of the members present
and voting at a general meeting of the Company. At least 28 days’
written notice specifying the intention to propose the resolution as a
special resolution must be given.
C.5 Restrictions on Not applicable.
transfer
C.6 Admission to trading The Ordinary Shares are currently traded on ASX and admitted to
trading on AIM under the code “BKY”. Following Admission, the
Ordinary Shares will cease to be admitted to trading on AIM, but will
continue to be traded on ASX.
An application has been made to the FCA for all of the Ordinary
Shares to be admitted to the Official List of the FCA (by way of a
standard listing under Chapter 14 of the Listing Rules) and to trading
on the London Stock Exchange’s main market for listed securities.
Pursuant to this Prospectus an application will be made to the
Spanish Stock Exchanges for the admission and introduction of all
of the Ordinary Shares to trading on the main market of the Spanish
Stock Exchanges.
C.7 Dividend Policy The Directors do not intend to declare or pay a dividend in the
short to medium term and if any dividend is to be paid it will be,
subject to the Directors being satisfied, on reasonable grounds,
that immediately after the payment of a dividend, the value of the
Company's assets will exceed its liabilities and the Company will
be able to pay its debts as and when they fall due. The Directors
only intend to commence the payment of dividends when it becomes
commercially prudent to do so.
SECTION D - Risks
Element Disclosure Disclosure
requirement
D.1 Risks that are specific The Company needs to apply for and maintain all required permits
to the Issuer or its and licences to complete construction and subsequently enter into
industry production. There is a risk the government approvals may not be
granted, or may be significantly delayed.
There can be no assurances that the Company’s interest in its
properties is free from defects.
The legal systems operating in Spain are different to those operating
in Australia and the United Kingdom. Berkeley cannot predict how
existing laws and regulations may be interpreted by enforcement
agencies or court rulings, whether additional laws and regulations
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will be adopted, or the effect such changes may have on Berkeley’s business or financial condition. The price of uranium is volatile and is affected by numerous factors beyond the control of the Company. If uranium prices decline, this may have a material adverse effect on Berkeley's business, financial condition and results of operations. The Company currently does not engage in any hedging or derivative transactions to manage commodity price risk. The expenditure of Berkeley will be incurred in Australian Dollars and Euro currencies, exposing Berkeley to the fluctuations and volatility of the rate of exchange between the United States dollar, the Australian dollar and Euro as determined in international markets. There are various project development risks associated with exploration, appraisal, funding development and mining of uranium projects globally. The Company has no history of earnings and no production revenues. There can be no assurance that the Company will be profitable in the future. The Company may not be able to secure further sales or off-take agreements in the future. The Company may depend upon a small number of large customers, the loss of any of which, or inability to collect payment from, could adversely affect the Company’s results of operations and financial condition. Mineral development is speculative and uncertain and involves a high degree of risk. The marketability of minerals acquired or discovered by the Company may be affected by numerous factors that are beyond the control of the Company and that cannot be accurately predicted, The Company’s Mineral Resources and Ore Reserves are estimates and may be recalculated and reduced. The results of certain studies carried out by the Company are uncertain. Metal and/or mineral recoveries are dependent upon the metallurgical process, and by its nature contain elements of significant risks. The mineral resource industry is competitive in all of its phases. The Company competes with other companies, including major uranium mining companies. Some of these companies have greater financial and other resources than the Company and, as a result, may be in a better position to compete for future business opportunities. The Company’s activities are subject to various regulations that may result in it incurring liabilities. Such regulations are subject to change in the future. The Company is dependent on a number of key management personnel, including the services of certain key employees and

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consultants.
The Company has certain uninsured risks.
The Company’s partners, contractors and agents may become
insolvent.
The Spanish legal system is subject to frequent changes, including
the changes in the interpretation and application of the law as Spain
continues to harmonise domestic legislation with EU law and
Directives.
The Group may need to invest in the construction of mining and
auxiliary infrastructure to be able to mine, transport and export
uranium.
Legal proceedings may arise from time to time in the course of the
Group's activities. There have been a number of cases where the
rights and privileges of mining and exploration companies have been
the subject of litigation.
Changes in the general economic and political climate in Spain,
Australia, the UK (including the risk stemming from the UK's
prospective exit from the European Union and the ongoing
negotiations surrounding the terms and conditions for exit) and on a
global basis that could impact on economic growth, uranium prices,
interest rates, the rate of inflation, taxation and tariff laws, domestic
security which may affect the value and viability of any uranium
activity that may be conducted by Berkeley.
D.3 Risks relating to the The value of Ordinary Shares may go down as well as up and the
Ordinary Shares market price of Ordinary Shares may not reflect the underlying value
of the Company.
The share price of listed emerging companies can be highly volatile
and shareholdings illiquid.
The Company is subject to requirements for takeovers under
Australian law which may affect a bidder’s ability to freely acquire
Ordinary Shares.
Certain provisions of Spanish takeover law may be applicable to
holders of the Ordinary Shares.
The Company may be unable to list the Ordinary Shares .
Trading in the Ordinary Shares may be suspended.
The Company may be excluded from trading .
There can be no assurance regarding the future development of the
market for the Ordinary Shares and its liquidity.
Triple listing of the Ordinary Shares will result in differences in
liquidity, settlement and clearing systems, trading currencies, prices
and transaction costs between the exchanges where the Ordinary
Shares will be listed. These and other factors may hinder the
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transferability of the Ordinary Shares between the three exchanges.
Both the market price and trading volume of the Ordinary Shares
may depend on the opinions of the securities analysts monitoring the
operations of the Company and publishing their research reports on
its future performance.
The Company does not have a dividend history.
The ability of a Shareholder to bring or enforce an action against the
Company may be limited under law.
Shareholders may be subject to risks arising from adverse
movements in the value of their local currency against the Australian
Dollar.
Non-Australian shareholders may have difficulties exercising rights
which are governed by Australian law.
Tax treatment of non-Australian investors in an Australian company
may vary.
SECTION E - Securities
Element Disclosure Disclosure
requirement
E.1 Net Proceeds/ Not applicable. No proceeds will be received (or expenses incurred
Expenses in issuing Ordinary Shares) as no Ordinary Shares are being offered
pursuant to this Prospectus.
E.2a Reasons for the offer/ Not applicable. No Ordinary Shares are being offered.
Use of Proceeds
E.3 Terms and Conditions Not applicable. No Ordinary Shares are being offered.
of the Offer
E.4 Material Interests Not applicable. No interests are known to the Company that are
material to the admission of the Ordinary Shares to the London
Stock Exchange and the Spanish Stock Exchanges or which are
conflicting interests.
E.5 Selling Shareholder/ Not applicable. There are no selling shareholders or lock-up
Lock up Arrangement arrangements .
E.6 Dilution Not applicable. No Ordinary Shares are being offered.
E.7 Estimated expenses Not applicable. No Ordinary Shares are being offered.
charged to investor
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RISK FACTORS

Any investment in the Ordinary Shares is subject to a number of risks. Prior to investing in the Ordinary Shares, prospective investors should consider carefully the factors and risks associated with any such investment in the Ordinary Shares, the Group’s business and the industries in which it operates, together with all other information contained in this Prospectus including, in particular, the risk factors described below.

Prospective investors should note that the risks relating to the Group, its business and industries and the Ordinary Shares summarised in the section of this Prospectus entitled “Summary” are the risks that the Directors believe to be the most essential to an assessment by a prospective investor of whether to consider an investment in the Ordinary Shares. However, as the risks which the Group faces relate to events, and depend on circumstances, that may or may not occur in the future, prospective investors should consider not only the information on the key risks summarised in the section of this Prospectus entitled “Summary” but also, among other things, the risks and uncertainties described below.

The risks and uncertainties described below represent those that the Directors consider to be material and known as at the date of this document.

However, the following is not an exhaustive list or explanation of all risks that prospective investors may face when making an investment in the Ordinary Shares and should be used as guidance only. These risks and uncertainties are not the only ones facing the Group. The order in which risks are presented is not necessarily an indication of the likelihood of the risks actually materialising, of the potential significance of the risks or of the scope of any potential harm to the Group’s business operations, prospects, financial condition and operational results. Additional risks and uncertainties relating to the Group that are not currently known to the Group, or that the Group currently deems immaterial, may individually or cumulatively also have a material adverse effect on the Group’s business operations, prospects, financial condition and operational results. If any such risks should occur, the price of the Ordinary Shares may decline and investors could lose all or part of their investment. Investors should consider carefully whether an investment in the Ordinary Shares is suitable for them in the light of the information in this Prospectus and their personal circumstances.

RISKS RELATING TO THE GROUP'S OPERATIONS AND INDUSTRY

Mining licences and government approvals

With the mining licence, environmental licence and the authorisation of exceptional land use already obtained for Retortillo, the remaining approvals for initial production from Retortillo includes the urbanism licence by the relevant municipal authority and the construction works authorisation and the final operating authorisation by the Ministry of Energy, Tourism and Digital Agenda for the treatment plant as a radioactive facility (who already granted the prior authorisation), which are currently in process (the request for the final operating authorisation for the plant will be filed once the plant is constructed). Various appeals have been made against a number of permits and approvals discussed above and below, as allowed for under Spanish law, and the Company expects that further appeals will be made against these and future authorisations and approvals in the ordinary course of events. Whilst none of these appeals have been finally determined, no precautionary or interim measures have been granted in relation to the appeals regarding the award of licences and authorisations at the Salamanca Project to date. However, the successful development of the Salamanca Project will be dependent on the granting of all permits and licences necessary for the construction and production phases, in particular the award of the urbanism licence and construction works authorisation which will allow for the construction of the plant as a radioactive facility with both approvals currently outstanding. Permitting for Zona 7 and Alameda will occur progressively after Retortillo has been commissioned. As with any development project, there is no guarantee that the Company will be successful in applying for and maintaining all required permits and licences to complete construction and subsequently enter into production. If the required permits and licences are not obtained, then this could have a material adverse effect on the Group's financial performance, which may lead to a reduction in the carrying value of assets and may materially jeopardise the viability of the Salamanca Project and the price of its Ordinary Shares. The Company has received more than 120 favourable reports and permits for the development of the mine to date. The sections below summarise the status of required permits and licences for each deposit:

Retortillo:

With the mining licence, environmental licence and the authorisation of exceptional land use already obtained, the key remaining approval is the urbanism licence and construction works authorisation for the radioactive facility (which has already obtained the prior authorisation) and the final operating authorisation for the treatment plant as a radioactive facility, which are currently in process.

The current status of permitting for the Retortillo deposit includes the following:

Environmental licence granted October 2013 (environmental impact assessment and Natura 2000 assessment);
Mining licence granted April 2014 (includes exploitation plan, reclamation and closure plan and an environmental licence), valid until April 2044;
Prior authorisation (NSC I - stage 1) was granted in September 2015 for pre-construction of the radioactive plant (this authorisation has been appealed, please refer to Section 18 of Part 6 of this Prospectus for further information);
• Water permits (for water use and discharge) granted;
Urbanism licence application submitted and awaiting approval by the relevant municipal authority ;
Authorisation of exceptional use of the rural land approved July 2017 (this authorisation has been appealed by a non-governmental organisation against the Regional Commission of Salamanca for Urban Planning and the Environment who provided the approval. Please refer to Section 18 of Part 6 of this Prospectus for further information);
Construction works authorisation (NSC II - stage 2) for construction of the radioactive plant was submitted in November 2016 and is still outstanding; and
Final operating authorisation (NSC III - stage 3) for operating authorisation of the radioactive plant will be submitted once the construction works authorisation and actual construction of the plant has taken place.

Zona 7:

The current status of permitting for the Zona 7 deposit includes the following:

Environmental licence submitted November 2016 (including draft environmental impact assessment and Natura 2000 assessment);
Mining licence submitted November 2016 (includes exploitation plan, reclamation and closure plan and an environmental licence);
Prior authorisation (NSC I - stage 1) was submitted in November 2016;
Water permits not yet submitted (planned for 2018);
Urbanism permit not yet submitted (planned for 2018);and
Construction works authorisation (NSC II - stage 2) has not been submitted (planned for when/if the Retortillo plant has been commissioned).

Alameda:

The current status of permitting for the Alameda deposit includes the following:

Exploitation plan and reclamation and closure plan submitted in 2016;

Draft environmental impact assessment prepared but not submitted for environmental licence, awaiting on award of licence for Zona 7; and
Prior authorisation and construction works authorisation (stage 1 and stage 2), water and urbanism permits have not yet been prepared or submitted with the Company waiting on approvals of Retortillo and Zona 7 in first instance.

If the required permits and licences discussed above relating to the Retortillo deposit are not obtained, in particular the urbanism licence construction authorisation (NSC II - stage 2) and construction and operating authorisation (NSC III - stage 3), then this may materially jeopardise the viability of the Salamanca Project.

The Company is currently seeking an express resolution from the local municipality on the award of the urbanism licence. The municipality is currently without a general secretary and the Company understands that a resolution on the urbanism licence will not take place until the role of general secretary is filled. The Company understands that the appointment of a general secretary is underway and the timeline for the award of the licence is expected in the short to medium term but is dependant on the appointment timeframe. The application for NSC II was filed in 2016 and is currently pending. The term of the proceedings for NSC II have been suspended until the NSC issues its mandatory report on the Company’s NSC II application, which is still ongoing. The timing of the express award of the urbanism licence and the NSC II is currently uncertain and outside of the Company's control. As a result, it is expected the Salamanca Project will not reach steady state production prior to 2020. If both the urbanism and NSC II licences are not successfully granted to the Company, then this may materially jeopardise the viability of the Salamanca Project which could have a material adverse effect on the Group's financial performance, which may lead to a reduction in the carrying value of the Company’s assets and price of its Ordinary Shares.

Further, there can be no assurances that the Company’s interest in its properties is free from defects. The Company has investigated its rights and believes that these rights are in good standing. There is no assurance, however, that such rights and title interests will not be revoked or significantly altered to the detriment of the Company. There can be no assurances that the Company’s rights and title interests will not be challenged or impugned by third parties or governments.

Uranium mining is subject to extensive regulation by the Spanish Government and European Union in relation to the exploration, development, production, exports, taxes, royalties, labour standards, occupational health, waste disposal, protection and rehabilitation of the environment, mine reclamation, mine safety, toxic and radioactive substances, and other matters. The cost of compliance with such laws and regulations will ultimately increase the cost of drilling, developing, constructing, operating and closing mines and other production facilities. These approvals are more rigorous than for mining of other minerals. There is a risk the government approvals may not be granted, or may be significantly delayed or may make the deposit uneconomic.

The legal systems operating in Spain are different to those operating in Australia and the United Kingdom and this may result in risks such as:

(i) different forms of legal redress in the courts whether in respect of a breach of law or regulation, or in an ownership dispute;
(ii) a higher degree of discretion on the part of governmental agencies;
(iii) differences in political and administrative guidance on implementing applicable rules and regulations including, in particular, as regards local taxation and property rights; or
(iv) different attitudes of the judiciary and courts in such matter.

The commitment by local business people, government officials and agencies and the judicial system to abide by legal requirements and negotiated agreements may be more uncertain, creating particular concerns with respect to licences and agreements for business. These may be susceptible to revision or cancellation and legal redress may be uncertain or delayed. There can be no assurance that licences, licence application or other legal arrangements will not be adversely affected by the actions of the government authorities or others and the effectiveness of and enforcement of such arrangements cannot

be assured.

Furthermore, uranium mining is an industry that has become subject to increasing environmental responsibility and liability. The potential for liability is an ever present risk and Berkeley cannot predict how existing laws and regulations may be interpreted by enforcement agencies or court rulings, whether additional laws and regulations will be adopted, or the effect such changes may have on Berkeley’s business or financial condition.

Uranium Price Volatility and Exchange Rate Risks

The price of uranium has fluctuated widely since the Fukushima nuclear power plant disaster in March 2011 and is affected by further numerous factors beyond the control of the Company. Future production, if any, from the Salamanca Project will be dependent upon the price of uranium being adequate to make the Salamanca Project economical. The heightened volatility in prices over this period is still said to be attributable to on-going environmental concerns and government restrictions resulting from Fukushima. The uranium spot price fell to a 12-year low of US$18.75 per pound in October 2016, and has averaged US$22.93 per pound over the calendar year to date. With the spot price dropping below US$19.00 per pound in October 2016, the near term recovery of uranium spot prices is unlikely however, there is a bullish long term outlook due to the lack of fossil fuel alternatives to provide stable baseload power. Chinese demand, resulting from a substantial new-build reactor program, is also expected to keep uranium supply in a deficit and place upward pressure on prices in the long term. The positive long term outlook for uranium is reflected in the forward curve for uranium and in the recent long term contract pricing, which is generally trading at a $10-20 per pound premium over spot prices, and higher in some instances. Consensus Economics’ long term spot price projections as at October 2017 show a recovery to around US$42.73 per pound in 2021. If uranium prices continue to decline, then this may have a material adverse effect on Berkeley's business, financial condition and results of operations.

In addition to adversely affecting future reserve estimates, if any, of the Company and its financial condition, declining commodity prices can impact operations by requiring a reassessment of the feasibility of a particular project. Such a reassessment may be the result of a management decision or may be required under financing arrangements related to a particular project. Even if a project is ultimately determined to be economically viable, the need to conduct such a reassessment may cause substantial delays or may interrupt operations until the reassessment can be completed.

The Company currently does not engage in any hedging or derivative transactions to manage commodity price risk. As the Company’s operations change and advance, the Directors will review this policy periodically going forward. There can be no assurance that fluctuations in uranium prices will not have a material adverse effect upon the Company’s financial performance and results of operations. Furthermore, international prices of various commodities such as uranium are denominated in United States dollars, whereas the expenditure of Berkeley will be incurred predominately in Australian Dollars and Euro currencies, exposing Berkeley to the fluctuations and volatility of the rate of exchange between the United States dollar, the Australian dollar and Euro as determined in international markets.

Project development risks

The Company has limited operating history on which it can base an evaluation of its prospects. Despite this, members of the Company’s Board of Directors and management team have considerable experience in the exploration, appraisal, funding development and mining of uranium projects globally. The future success of the Company is dependent upon a number of factors, including the successful:

(i) design and construction of efficient development and production infrastructure within capital expenditure budgets;
(ii) securing and maintaining title to interests including authorisation to construct the plant as a radioactive facility;
(iii) obtaining consents and approvals necessary for the conduct and handling of uranium including at the development and production phases; and

(iv) access to competent operational management and prudent financial administration, including the availability and reliability of appropriately skilled and experienced employees, contractors and consultants.

Whether or not income will result from the development and construction programs at the Salamanca Project depends on establishment of production facilities. Factors including costs and commodity prices affect successful project development and operations.

Construction activities carry risk and, as such, activities may be curtailed, delayed or cancelled as a result of weather conditions, mechanical difficulties, shortages or delays in the delivery of infrastructure items or other equipment.

Industry operating risks include fire, explosions, industrial disputes, unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment, mechanical failure or breakdown and environmental hazards such as accidental spills or leakage of liquids, gas leaks, ruptures, discharges of toxic gases or geological uncertainty. The occurrence of any of these risks could result in legal proceedings against Berkeley and substantial losses to Berkeley due to injury or loss of life, damage to or destruction of property, natural resources or equipment, pollution or other environmental damage, clean-up responsibilities, regulatory investigation, and penalties or suspension of operations. Damage occurring to third parties as a result of such risks may give rise to claims against Berkeley.

If Technical Completion has not occurred by the date that is three years after the issue of the Convertible Note (or subject to the election of the Company, the date that is four years after the issue of the Convertible Note), and provided that the Convertible Note has not already been converted, all of the principal amount will automatically be converted into Ordinary Shares at a price of £0.27 per Ordinary Share resulting in a higher dilution for Shareholders.

The Company has no history of earnings and no production revenues

The Company has no recent history of earnings and has not commenced commercial production on any of its properties. The Company has experienced losses from exploration and development operations and expects to continue to incur losses for the foreseeable future. There can be no assurance that the Company will be profitable in the future. The Company’s operating expenses and capital expenditures are likely to increase in future years as consultants, personnel and equipment associated with development and, potentially, commercial production of its properties, are added. The amounts and timing of expenditures will depend on the progress of ongoing development, the results of consultants’ analyses and recommendations, the rate at which operating losses are incurred, the Company’s acquisition of additional properties, government regulatory processes and other factors, many of which are beyond the Company’s control. The Company expects to continue to incur losses unless and until such time as its properties enter into commercial production and generate sufficient revenues to fund its continuing operations. The development of the Company’s properties will require the commitment of substantial resources. There can be no assurance that the Company will generate any revenues or achieve profitability.

Failure to enter into further agreements, or reliance on major customers, for sales or offtake

The Group currently has 2.75Mlbs of U3O8 concentrate under long term contracts over the first six years of production. Potential exists to increase annual contracted volumes further as well as extend the contracts by a total of 1.25Mlbs.

The Company has maintained its preference to combine fixed and market related pricing across its contracts in order to secure positive margins in the early years of production whilst ensuring the Company remains exposed to potentially higher prices in the future.

Across the portfolio, the average fixed price per pound of contracted and optional volumes is above US$42 per pound. This compares favourably with the current spot price of around US$22.75 per pound.

The investment agreement signed with SGRF grants SGRF the right to match future uranium offtake transactions. This right to match is subject to an annual cap (on a rolling 12-month basis) which cannot exceed the greater of 1Mlbs of U3O8 concentrate per annum or 20% of annual production.

The Company intends to increase its offtaking activity once the construction works authorisation (stage 2) at Retortillo has been awarded, and will participate in public and private offtake opportunities with global utilities, reporting regularly on progress.

The Company intends to sign contracts with a combination of fixed and market related pricing to lock in positive margins in the early years of production whilst ensuring the Company remains exposed to upside from potentially higher prices in the future.

Assuming the Company is able to secure further sales or off-take agreements in the future, the Company may depend upon a small number of large customers, the loss of any of which, or inability to collect payment from, could adversely affect the Company’s results of operations and financial condition. Furthermore, the Company’s ability to receive payment for U3O8 concentrate sold and delivered depends on the continued creditworthiness of its customers. If the Company is unable to collect payments from any of these customers, the Company’s financial condition and results of operations could be materially adversely affected. Should the Company be unable to find customers to purchase its produced volume, its financial results may be adversely affected. If the Company is unable to secure further sales or offtake agreements in the future, it would need to trade in the uranium spot market.

Mineral development is speculative and uncertain and involves a high degree of risk

The development of mineral deposits involves a high degree of risk. Few properties which are explored are ultimately developed into producing mines. Resource exploration and development is a speculative business, characterized by a number of significant risks, including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits, but also from finding mineral deposits that, although present, are insufficient in quantity and quality to return a profit from production. The marketability of minerals acquired or discovered by the Company may be affected by numerous factors that are beyond the control of the Company and that cannot be accurately predicted, such as market fluctuations, the proximity and capacity of end users, mineral markets and processing equipment, and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals, and environmental protection, the combination of which factors may result in the Company not receiving an adequate return on investment capital.

Whether a mineral deposit will be commercially viable depends on a number of factors, which include, without limitation, the particular attributes of the deposit, such as size, grade and proximity to infrastructure, commodity prices, which fluctuate widely, and government regulations, including, without limitation, regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The combination of these factors may result in the Company expending significant resources (financial and otherwise) on a property without receiving a return.

The Company has relied on and may continue to rely on consultants and others for mineral exploration project development and exploitation expertise. The Company believes that those consultants and others are competent and that they have carried out their work in accordance with internationally recognized industry standards. However, if the work conducted by those consultants or others is ultimately found to be incorrect or inadequate in any material respect, the Company may experience delays or increased costs in developing its properties.

There can be no assurance that the Company’s development activities will be successful. If such commercial viability is never attained, the Company may seek to transfer its property interests or otherwise realise value or may even be required to abandon its business and fail as a “going concern”.

The Company’s Mineral Resources and Ore Reserves are estimates and may be recalculated and reduced

The Salamanca Project has been extensively explored using modern drilling and exploration techniques and as a result the resources and reserves are at an advanced stage of exploration/development.

Despite this the Company’s MRE and Ore Reserve estimates are expressions of judgment based on knowledge, experience and industry practice. Estimates that were valid when originally estimated may alter significantly when new information or techniques become available. In addition, by their very nature,

resource and reserve estimates are imprecise and depend to some extent on interpretations, which may prove to be inaccurate. As further information becomes available through additional drilling and analysis the estimates are likely to change. This may result in alterations to development and production plans which may in turn, adversely affect Berkeley's operations.

For most new mine developments, the actual quality and characteristics of mineral deposits cannot be known until actual mining takes place and will almost always differ from the assumptions used to develop resources. Further, ore reserves are valued based on future costs and future prices and consequently, the actual ore reserves and mineral resources may differ from those estimated, which may result in either a positive or negative effect on operations.

Results of studies are uncertain

The Company has completed a DFS on the Salamanca Project as well as releasing the results of the FEED which came in 1% lower than DFS estimates. These studies have been completed within certain parameters designed to determine the technical and economic feasibility of the project within certain limits. There can be no guarantee that the Salamanca Project will be successfully brought into production.

The proposed development of the Salamanca Project may exceed the currently envisaged timeframe or cost for reasons outside of Berkeley’s control. These reasons may include delays in obtaining relevant approvals or in construction of mine infrastructure or the plant. In addition, the contractual terms for the procurement and delivery of the various components of construction are yet to be established, which could also have an impact on the cost of construction. There are many milestones which need to be met in a timely fashion for production to commence in accordance with any proposed mine plan and there is a risk that circumstances (including unforeseen circumstances) may cause a delay, resulting in the receipt of revenue at a later date than expected or not at all.

Metallurgy

Metal and/or mineral recoveries are dependent upon the metallurgical process, and by its nature contain elements of significant risk such as:

(i) identifying a metallurgical process through test work to produce a saleable metal and/or concentrate;
(ii) developing an economic process route to produce a metal and/or concentrate; and
(iii) changes in mineralogy in the ore deposit can result in inconsistent metal recovery, affecting the economic viability of the Salamanca Project.

The Company’s activities are subject to environmental risks

Uranium mining is an industry that has become subject to increasing environmental responsibility and liability. The potential for liability is an ever present risk. The operations and proposed activities of the Company are subject to laws and regulations concerning the environment. As with all exploration projects and mining operations, the Company’s activities are expected to have an impact on the environment, particularly if mine development proceeds. The Company will be subject to environmental laws and regulations in connection with operations it may pursue in the uranium industry in particular with its operation in the EU and Spain. This may include a wide variety of matters, such as radioactive handing and monitoring, prevention of waste (and the discharge of hazardous wastes and materials), pollution and protection of the environment, labour regulations and worker safety. The Company intends to conduct its activities in an environmentally responsible manner and in accordance with applicable laws. The Government and other authorities that administer and enforce environmental laws determine these requirements and also have the potential to set trends that encourage renewable energy over fossil fuel use. However, Berkeley may be the subject of accidents or unforeseen circumstances that could subject Berkeley to extensive liability. In particular, the acceptable level of exposure to radioactive matter or pollution and the potential clean-up costs and obligations and liability for toxic or hazardous substances for which Berkeley may become liable as a result of its activities which may be impossible to assess against the current legal framework and current enforcement practices. There is no assurance that future changes

in environmental regulation will not adversely affect the activities of Berkeley.

Further, the Company may require approval from the relevant authorities before it can undertake activities that are likely to impact the environment. Failure to obtain such approvals will prevent the Company from undertaking its desired activities. The Company is unable to predict the effect of additional environmental laws and regulations, which may be adopted in the future, including whether any such laws or regulations would materially increase the Company's cost of doing business or affect its operations in any area.

The Company is unable to predict the effect of additional environmental laws and regulations that may be adopted in the future, including whether any such laws or regulations would materially increase Berkeley’s cost of doing business or affect its operations in any area.

The Company has not incurred any significant costs for contamination resulting from its activities to date and the Board believes that it is in material compliance with all applicable laws relating to the protection of the environment, including laws regulating the discharge of materials. However, there can be no assurances that new environmental laws, regulations or stricter enforcement policies, once implemented, will not oblige the Company to incur significant expenses and undertake significant investments in such respect which could have a material adverse effect on the Company's business, financial condition and results of operations.

Further, the cost and complexity of complying with any applicable environmental laws and regulations may render the Salamanca Project uneconomical.

Additional requirements for capital

The issue of the US$65 million Convertible Note and SGRF Options to SGRF will provide the Company the funds to complete the upfront capital items at the Salamanca Project, subject to the SGRF Options being exercised early.

Due to the delays in the receipt of final permits (the receipt of express resolution on the urbanism licence and NSC II) the Company has been funding its ongoing working capital requirements which has reduced the amount available to fund full construction. This position will continue for so long as the final permits remain outstanding, unless the SGRF Options are exercised early. As a result of these delays, whilst the Company has sufficient working capital for its present requirements, being at least 12 months from the date of this Prospectus, the Company expects that following receipt of the permits and in order to fully fund the full construction of the Salamanca Project into steady state production, it will be required to raise additional funding in order to meet the capital costs of the mine development and to fund working capital until positive cash flows are achieved. As shown in the Appendix 5B for the nine month March 2018 quarter, as appended at Annexure 1 to this Prospectus, the Company’s net cash used in operating activities in the first three months of 2018 amounted to approximately A$6.465 million. In the three months to 31 December 2017 the net cash used in operating activities amounted to approximately A$4.938 million. Those parts of this expenditure from completion of the SGRF financing and any future expenditure which fall outside the full construction budget will require replacement in order to fully fund full construction. This additional funding is likely only to be required late in the full 12 month construction phase of the Salamanca Project, following the express award of the urbanism licence and NSC II. The timing of the express award of the urbanism licence and NSC II is currently uncertain and outside of the Company’s control as the urbanism licence is dependent on governmental appointments being made and the Company’s application being actioned following such appointment and so are unlikely to be received imminently. As a result, it is expected that the Salamanca Project will not reach steady state production prior to 2020 and that fully funding full construction and reaching steady state production will be dependent on the SGRF Options being exercised or alternative funding being secured.

Further, Berkeley’s general capital requirements also depend on numerous other factors. Depending on Berkeley’s ability to generate income from its operations, Berkeley may require further financing in the future for general operational and/or working capital purposes. Any additional equity financing will dilute shareholders, and debt financing, if available, may involve restrictions on future financing and operating activities. If Berkeley is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back development activities as the case may be.

Competition

The mineral resource industry is competitive in all of its phases. The Company competes with other companies, including major uranium mining companies. Some of these companies have greater financial and other resources than the Company and, as a result, may be in a better position to compete for future business opportunities. The Company competes with other mining companies for the acquisition of leases and other mineral interests as well as for the recruitment and retention of qualified employees and other personnel. Specifically, the Company also competes with many other companies in Spain, including companies with established mining or construction operations. Some of these companies have greater financial resources and political influence than the Company and, as a result, may be in a better position to compete with or impede the Company’s current or future activities. There can be no assurance that the Company can compete effectively with these companies. If it cannot do so, this may have a material adverse effect on the Company.

The Company’s activities are subject to various regulations

The Company’s activities are subject to various laws governing exploration/development, taxes, labour standards and occupational health, safety, toxic substances, land use, water use, land claims of local people and other matters. No assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could limit or curtail the Company’s activities.

Amendments to current laws, regulations and permits governing activities of exploration and mining companies, or more stringent implementation thereof, could have a material adverse impact on the Company and cause increases in expenses or require abandonment or delays in activities.

Failure to comply with any applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing activities to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in the exploration or development of mineral properties may be required to compensate those suffering loss or damage by reason of the activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations. If any member of the Group was required to compensate any persons or was subject to any fine or penalty, this may have a material or adverse effect on the Company.

The Company relies on key personnel

The Company is dependent on a number of key management personnel, including the services of certain key employees and consultants. The Company’s ability to manage its development and mining activities will depend in large part on the ability to retain current personnel and attract and retain new personnel, including management, technical and a skilled workforce. The loss of the services of one or more key management personnel could have a material adverse effect on the Company’s ability to manage and expand the business. However, as the Company and the Salamanca Project moves from the development phase to full construction (subject to the award of requisite permits and approvals), additional staff and key managers will will need to be recruited while there is a risk that existing staff and managers could leave the Group.

It may be difficult for the Company to attract and retain suitably qualified and experienced people, given the modest size of the Company compared with other industry participants. If the Company cannot do so, this could have a material adverse effect on the Company’s ability to manage and expand the business.

The Company has uninsured risks

The business of the Company is subject to a number of risks and hazards generally, including adverse environmental conditions, industrial accidents, labour disputes, unusual or unexpected geological conditions, changes in the regulatory environment and natural phenomena such as inclement weather conditions and floods. Such occurrences could result in damage to mineral properties or production facilities, personal injury or death, environmental damage to properties of the Company or others, delays in mining, monetary losses and possible legal liability.

Although the Company maintains insurance to protect against certain risks in such amounts as it considers to be reasonable, its insurance will not cover all the potential risks associated with its operations and insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. It is not always possible to obtain insurance against all such risks and the Company may decide not to insure against certain risks because of high premiums or other reasons. Moreover, insurance against risks such as environmental pollution or other hazards as a result of exploration and production is not generally available to the Company or to other companies in the mining industry on acceptable terms. Losses from these events may cause the Company to incur significant costs that could have a material adverse effect upon its financial performance and results of operations.

The Company’s partners, contractors and agents may become insolvent

The Directors are unable to predict the risk of financial failure or default by a participant in any venture to which the Company is, or may become a party; or insolvency or other managerial failure by any of the contractors used by the Company in any of its activities; or insolvency or managerial failure by any of the other service providers used by the Company for any activity.

Changes to Spanish law and the Spanish tax system

The Spanish legal system is subject to frequent changes, including the changes in the interpretation and application of the law as Spain continues to harmonise domestic legislation with EU law and Directives. New or amended regulations (particularly in relation to tax law or geological and mining law, as well as in the field of occupational safety and health, labour law or social security) may cause unexpected expenditures to adapt the Company’s operations to these requirements. Considering the frequency and the complexity of such changes, the Company may not be able to adapt its operations in time and may incur additional costs as well as penalties or damages.

Tax regulations are frequently amended, often to the detriment of the taxpayers. The frequent changes in regulations governing the taxation of business activities can be unfavourable to the Company. In practice, tax regulators applying the law rely not only on regulations but also on interpretations thereof made by higher authorities or courts. Such interpretations are also subject to change, or can be replaced by new acts, or remain in force but conflict with other regulations. The lack of consistency is further exacerbated by the lack of clarity of many regulations in the Spanish tax system, and, to a limited extent, by the lack of clarity of judicial decisions. The Group may be required to pay material additional taxes, fees as well as interest and penalties. The above factors may have a significant adverse effect on the operations, results, financial standing or development prospects of the Company.

Requirement for infrastructure

The Salamanca Project has the significant advantage of being located in proximity to good infrastructure including electrified railway lines on the national grid, extensive road networks, power supplies, bridges and water sources.

Mining, processing and development activities depend on adequate infrastructure. The lack of infrastructure can negatively impact mining capital and operating costs. Unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure could materially adversely impact the Group’s activities and profitability.

Litigation risks

Legal proceedings may arise from time to time in the course of the Group's activities. There have been a number of cases where the rights and privileges of mining and exploration companies have been the subject of litigation. The Directors cannot preclude that such litigation may be brought against the Company or a member of the Group in the future from time to time. Various appeals have been made against a number of permits and approvals awarded to the Company at the Salamanca Project, as allowed for under Spanish law, and the Company expects that further appeals will be made against future authorisations and approvals in the ordinary course of events. Whilst none of these appeals have been finally determined, no precautionary or interim measures have been granted in

relation to the appeals regarding the award of licences and authorisations at the Salamanca Project to date. However, the successful development of the Salamanca Project will be dependent on the granting of all permits and licenses necessary for the construction and production phases at the project. If the required permits and licences are not obtained, then this could have a material adverse effect on the Group's financial performance, which may lead to a reduction in the carrying value of assets and may materially jeopardise the viability of the Salamanca Project.

A non-governmental organisation, Plataforma Stop Uranio, and the city council of Villavieja de Yeltes have filed two appeals against the authorisation for exceptional use of rural land for mining activities in the Retortillo municipality in 2017. The administrative appeals were filed against the authority body, the Regional Commission of Salamanca for Urban Planning and the Environment, that provided the exceptional land authorisation and not against BME. The appeals are still currently being processed. Although no resolution has been issued yet, one of the appellants lodged a judicial appeal against the aforementioned authorisation. The judicial appeal is in a very early stage and the appellant has not yet filed its claim. Once the appellant files its claim, first the relevant authority, and then BME, will have the opportunity to oppose it. BME decided to participate as an “interested person” in the administrative appeals (with the right to be heard, make submissions and be informed on the status of the proceedings); and as an “opposing party” to make submissions in the judicial appeal. As at the date of this Prospectus, the authorisation remains fully valid, fully enforceable and has not been suspended but there is a risk that the exceptional land authorisation could be suspended or cancelled, which could have a material adverse effect on the Group's financial performance, and which may lead to a reduction in the carrying value of assets and may materially jeopardise the viability of the Salamanca Project.

In February 2016, a contentious administrative appeal against the award of the prior authorisation (NSC I) for the Retortillo deposit was filed before the Spanish courts by groups Asociación Foro de Izquierdas los Verdes and Ecologistas en Acción. The appeal was filed against the decision and not against the Company. The court proceedings are currently ongoing. As at the date of this Prospectus, the prior authorisation remains fully valid, fully enforceable and has not been suspended but there is a risk that the prior authorisation could be suspended or cancelled, which could have a material adverse effect on the Group's financial performance, and which may lead to a reduction in the carrying value of assets and may materially jeopardise the viability of the Salamanca Project.

General economic and political risks

Changes in the general economic and political climate in Spain, Australia the UK (including the risk stemming from the UK's prospective exit from the European Union and the ongoing negotiations surrounding the the terms and conditions of such exit) and on a global basis that could impact on economic growth, uranium prices, interest rates, the rate of inflation, taxation and tariff laws, domestic security which may affect the value and viability of any uranium activity that may be conducted by Berkeley.

RISKS RELATING TO THE ORDINARY SHARES

Investment in publicly quoted securities

Prospective investors should be aware that the value of Ordinary Shares may go down as well as up and that the market price of Ordinary Shares may not reflect the underlying value of the Company. Investors may therefore realise less than, or lose all of, their investment.

Potentially volatile share price and liquidity

The share price of listed emerging companies can be highly volatile and shareholdings illiquid. The price at which Ordinary Shares are quoted and the price at which investors may realise their Ordinary Shares may be influenced by a significant number of factors, some specific to the Company and its operations and some which affect quoted companies generally. These factors could include the performance of the Company, large purchases or sales of Ordinary Shares, legislative changes and general, economic, political or regulatory conditions.

Takeovers

The Company is subject to requirements for takeovers under Australian law which may affect a bidder’s ability to freely acquire Ordinary Shares. In particular, the Australian Foreign Acquisitions and Takeovers Act generally prohibits a “foreign person” (generally, any person or entity that is not an Australian resident but including any Australian company in which a “foreign person” has voting power of at least 20%, or two or more "foreign persons" hold an aggregate interest of at least 40%), together with its associates, from either directly or indirectly acquiring an interest in 20% or more of the Company’s issued shares, without first giving notice to the Australian Treasurer through the Foreign Investment Review Board, and complying with certain other requirements, and either the Australian Treasurer having stated that there is no objection to the acquisition or a statutory period having expired without the Australian Treasurer objecting. Please see Section 12.2 of Part 6 of this document for further information about the restrictions imposed under these laws.

In addition, the Constitution contains provisions in relation to “proportional takeover bids” designed to protect Shareholders in the event that a bidder makes a bid for a proportion, but not all, of the Ordinary Shares. Such provisions may affect a bidder’s ability to freely acquire Ordinary Shares. In particular, the Constitution provides that a majority of Shareholders in general meeting must approve a proportional takeover bid in order for it to proceed. Please see Section 3.8 of Part 6 of this document for further details of the restrictions imposed under the Constitution.

The Company may be unable to list the Ordinary Shares

The admission of the Ordinary Shares to trading on the Spanish Stock Exchanges requires, inter alia, that: (i) the Ordinary Shares are registered with the clearing and settlement system of Iberclear, and (ii) the Spanish Stock Exchanges approves the listing and trading of the Ordinary Shares on the Spanish Stock Exchanges. To obtain the Spanish Stock Exchanges’s approval, the Company has to meet certain requirements provided for in the respective regulations of the Spanish Stock Exchanges and other applicable laws. Such requirements include, but are not limited to: (i) the appropriate free float of the Ordinary Shares; (ii) the appropriate market value of the Ordinary Shares or the equity of the Company; (iii) a lack of restrictions on the transferability of the Ordinary Shares; (iv) the approval of this Prospectus by the FCA and its notification to the CNMV; and (v) a lack of bankruptcy or liquidation proceedings pending with respect to the Company. Furthermore, while examining the Company’s application for admission of the Ordinary Shares to trading on the Spanish Stock Exchanges, the Spanish Stock Exchanges will take into consideration: (i) the Company’s current and projected financial standing; (ii) the Company’s development perspectives, in particular, assessment of investment objectives taking into account its financial resources; (iii) the experience and qualifications of the members of the Board; (iv) the terms on which the securities were issued and the compliance of these terms with the principles of the public nature laid out in the applicable Spanish laws and regulations; and (v) the security of public trading on the Spanish Stock Exchanges and of the interests of trading participants. Some of the conditions mentioned above are discretionary in nature and, therefore, the Company cannot provide any assurance that the Spanish Stock Exchanges will conclude that the Company meets all of them. There is no guarantee that all of the aforementioned conditions will be met and that the Shares will be admitted to trading on the Spanish Stock Exchanges on the date indicated in this Prospectus, or at all.

The rules of the Spanish Stock Exchanges require the Company to file an application for introduction of the Ordinary Shares to trading on the Spanish Stock Exchanges within a period of six months from the date on which the Ordinary Shares have been admitted to such trading. If the Company fails to comply with this obligation, the decision of the Spanish Stock Exchanges on the admission of the Ordinary Shares to trading on the Spanish Stock Exchanges could be annulled.

Trading in the Shares may be suspended

The Spanish Stock Exchanges has the right to suspend trading in the Ordinary Shares for up to three months: (i) at the request of the Company; (ii) if the Company fails to comply with the respective regulations of the Spanish Stock Exchanges (such as specific disclosure requirements); or (iii) if it concludes that the suspension is necessary to protect the interests and safety of market participants.

Furthermore, the Spanish Stock Exchanges shall suspend trading in the Ordinary Shares for up to one

month upon the request of the CNMV, if the CNMV concludes that trading in the Ordinary Shares is being conducted under circumstances which may pose a possible threat to the proper functioning of the Spanish Stock Exchanges, or the safety of trading on that exchange, or may harm investors’ interests.

There is a risk that trading in the Ordinary Shares may also be suspended from trading on the LSE or the ASX.

The Company may be excluded from trading

If the CNMV, which is the competent authority of a host EU Member State of the Company, finds that the Company is responsible for irregularities or has infringed its obligations, it shall refer its findings to the FCA, which is the competent authority of the Company’s home EU Member State. If, despite the measures taken by the FCA, or because such measures prove inadequate, the Company persists in infringing the relevant legal or regulatory provisions, the CNMV shall, after informing the FCA, take all appropriate measures in order to protect investors. The CNMV shall notify the European Commission and the European Securities and Markets Authority immediately upon the application of such measures.

If the Company fails to fulfil certain requirements or obligations under the applicable provisions of securities laws, including but not limited to the requirements and obligations provided for under the Spanish Act, the CNMV could impose a fine on the Company or delist its Shares from trading on the Spanish Stock Exchanges.

The Spanish Stock Exchanges shall delist the Ordinary Shares from trading upon the request of the CNMV, if the CNMV concludes that trading in the Ordinary Shares imposes a significant threat to the proper functioning of the Spanish Stock Exchanges or the safety of trading on that exchange, or infringes investors’ interests. Moreover, mandatory delisting will also be effected by the Spanish Stock Exchanges where: (i) the transferability of Ordinary Shares has become restricted; (ii) the Ordinary Shares are no longer in book entry form; (iii) the CNMV has requested such, in accordance with the Spanish Act on Trading in Financial Instruments, and (iv) the Ordinary Shares have been delisted from the regulated market by a competent supervisory authority of such market, provided that the Ordinary Shares were traded on another, regulated market.

The Spanish Stock Exchanges may also delist the Ordinary Shares where: (i) the Ordinary Shares cease to meet all the requirements for admission to trading on the Spanish Stock Exchanges; (ii) the Company persistently violates the regulations of the Spanish Stock Exchanges; (iii) the Company has requested such; (iv) the Company has been declared bankrupt or a petition for bankruptcy has been dismissed by the court because the Company’s assets do not suffice to cover the costs of the bankruptcy proceedings; (v) the Spanish Stock Exchanges considers it necessary in order to protect the interests of the market’s participants; (vi) following a decision on a merger, demerger or transformation of the Company; (vii) when no trading has been effected in the Ordinary Shares within the three preceding months; (viii) the Company has become involved in a business that is illegal under the applicable provisions of laws; and (ix) the Company is in liquidation proceedings.

The Company believes that as at the date of this Prospectus there are no circumstances which could provide grounds for the delisting of the Ordinary Shares from the Spanish Stock Exchanges in the foreseeable future. However, there can be no assurance that any such circumstances will not arise in relation to the Ordinary Shares in the future. Delisting of the Ordinary Shares from the Spanish Stock Exchanges could have an adverse effect on the liquidity of the Ordinary Shares and, consequently, on investors’ ability to sell the Ordinary Shares at a satisfactory price.

The Company's Ordinary Shares may also be delisted from the LSE or the ASX.

There can be no assurance regarding the future development of the market for the Ordinary Shares and liquidity

The Ordinary Shares are listed on the ASX and up to Admission will be admitted to trading on AIM. Nevertheless, the past performance of the Ordinary Shares on AIM and the ASX cannot be treated as indicative of the likely future development of the market and future demand for the Ordinary Shares. The lack of a liquid public market for the Ordinary Shares on the ASX and/or London Stock Exchange and/or

Spanish Stock Exchanges may have a negative effect on the ability of shareholders or investors to sell their Ordinary Shares, or adversely affect the price at which the holders are able to sell their Ordinary Shares. There can be no assurance as to the liquidity of any trading in the Ordinary Shares, or that the Ordinary Shares will be actively traded on the ASX, London Stock Exchange or the Spanish Stock Exchanges in the future.

Triple listing of the Ordinary Shares will result in differences in liquidity, settlement and clearing systems, trading currencies, prices and transaction costs between the exchanges where the Ordinary Shares will be listed. These and other factors may hinder the transferability of the Ordinary Shares between the three exchanges

The Ordinary Shares are listed on the ASX and up to Admission will be admitted to trading on AIM. An application will be made to list the Ordinary Shares on the London Stock Exchange and on the Spanish Stock Exchanges. Consequently, the trading in and liquidity of the Ordinary Shares will be split between these three exchanges. Moreover, the price of the Ordinary Shares may fluctuate, and may at any time be different on the ASX, London Stock Exchange and on the Spanish Stock Exchanges, and vice versa. Differences that occur in settlement and clearing systems, trading currencies, transaction costs and other factors may hinder the transferability of the Ordinary Shares between the exchanges. This could adversely affect the trading of the Ordinary Shares on these exchanges and increase their price volatility and/or adversely affect the price and liquidity of the Ordinary Shares on these exchanges.

The Ordinary Shares are quoted and traded in Australian Dollars on the ASX. The Ordinary Shares will be quoted and traded in pounds sterling on the London Stock exchange and in Euros on the Spanish Stock Exchanges. The market price of the Ordinary Shares on those exchanges may also differ due to exchange rate fluctuations. The shares traded on the ASX are settled and cleared through the ASX Settlement. The shares traded on the London Stock Exchange will be settled and cleared through CREST and the shares traded on the Spanish Stock Exchanges will be settled and cleared through Iberclear.

Impact of securities or industry analysts

Both the market price and trading volume of the Ordinary Shares may depend on the opinions of the securities analysts monitoring the operations of the Company and publishing their research reports on its future performance. The Company has no control over these analysts, who may downgrade their recommended prices for the Ordinary Shares at any time, issue opinions which are not in conformity with the Board’s view, or may drop coverage of the Company altogether.

All the above-mentioned events may have an adverse impact on the trading volume and price of the Ordinary Shares.

The Company does not have a recent dividend history

No dividends on the Ordinary Shares have recently been paid by the Company. The Company anticipates that for the foreseeable future it will retain future earnings and other cash resources for the operation and development of its business. Payment of any future dividends will be at the discretion of the Company’s board of Directors after taking into account many factors, including the Company’s financial condition and current and anticipated cash needs.

The ability of a Shareholder to bring or enforce an action against the Company may be limited under law

The Company is incorporated under the laws of Australia and its assets are located in Spain. The majority of the Directors and officers reside outside the United Kingdom and Spain and all or a substantial portion of the Company’s assets and the assets of the Directors and officers are located outside the United Kingdom. As a result, it may not be possible for investors to effect service of process within the United Kingdom upon the Company or the Directors and officers or to enforce against them in Australia, Western Australia or Spain any judgments of the courts of England and Wales including judgments predicated upon the civil liability provisions of the UK or European securities laws. The ability of a Shareholder to bring an action against the Company may be limited under law. The rights of Shareholders are governed by the laws of Australia and the Constitution. These rights may differ from the rights of shareholders in a typical company

incorporated in England and Wales or Spain.

Shareholders may be subject to risks arising from adverse movements in the value of their local currency against the Australian Dollar

The Ordinary Shares have no nominal value, and will be quoted and traded:

(i) in pounds sterling on the London Stock Exchange;
(ii) in Australian Dollars on ASX; and
(iii) in Euros on the Spanish Stock Exchanges.

In addition, any potential dividends the Company may pay in the future will be declared and paid in Australian Dollars. Shareholders buying shares on the LSE or on the Spanish Stock Exchanges should take into account a potential risk arising from adverse movements in the value of their local currency against the Australian Dollar.

Non-Australian shareholders may have difficulties exercising rights which are governed by Australian law

The Company is organised and exists under Australian law. Accordingly, the rights and obligations of the Company’s shareholders are regulated by Australian corporate law and the Company’s shareholders must follow Australian legal requirements in order to exercise their rights, in particular the resolutions of the shareholders in general meeting may be passed with majorities different from the majorities required for the adoption of equivalent resolutions under Spanish law, English law or other laws. Additionally, to the extent that pre-emptive rights are granted, shareholders in the Company in some jurisdictions may experience difficulties, or may be unable to exercise their pre-emptive rights. Should the Company’s share capital be increased in the future, the Company’s shareholders who will not exercise their priority right to subscription of new shares should take into account that their interest in the Company’s share capital may be diluted upon the issuance of new shares.

Furthermore, the Company’s shareholders holding their Ordinary Shares through CREST and Iberclear should also take into consideration the arrangements between CHESS, Iberclear and CREST, as well as CREST rules governing settlement of securities in non-UK registered companies (for details see Sections 4.1, 4.2 and 5 in Part 6 of this Prospectus) in this respect. As a result, the exercise of certain shareholder rights may be more difficult or costly than the exercise of rights in other companies listed on the Spanish Stock Exchanges.

Tax treatment of non-Australian investors in an Australian company may vary

The Company is organised and exists under the laws of Australia and, as such, the Australian tax regime applies to the distribution of profit and other payments from the Company to its shareholders. The taxation of income from such payments, as well as other income, for instance, from the sale of the Ordinary Shares, may vary depending on the tax residence of the shareholder, as well as the existence and provisions of double tax treaties between a shareholder’s country of residence and Australia. Tax provisions applying to particular shareholders may be unfavourable and/or may change in the future, in a way which has an adverse effect on the tax treatment of a shareholder’s holding of the Ordinary Shares.

GENERAL INFORMATION

Forward Looking Statements

Some of the statements in this document include forward looking statements which reflect the Directors’ current views with respect to financial performance, business strategy, plans and objectives of management for future operations (including development plans relating to the Group’s products and services). These statements include forward looking statements both with respect to the Group and the sectors and industries in which the Group operates. Statements which include the words “expects”, “intends”, “plans”, “believes”, “projects”, “anticipates”, “will”, “targets”, “aims”, “may”, “would”, “could”, “continue” and similar statements are of a future or forward looking nature.

All forward looking statements address matters that involve risks and uncertainties. Accordingly, there are or will be important factors that could cause the Group’s actual results to differ materially from those indicated in these statements. These factors include but are not limited to those described in the part of this document entitled “Risk Factors”, which should be read in conjunction with the other cautionary statements that are included in this document. Any forward looking statements in this document reflect the Directors’ current views with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to the Group’s operations, results of operations and growth strategy.

These forward looking statements speak only as of the date of this Prospectus. Subject to any obligations under the Prospectus Rules, the Listing Rules, the ASX Listing Rules, the Spanish Act on Public Offering or MAR or the DTR, the Company undertakes no obligation to publicly update or review any forward looking statement, whether as a result of new information, future developments or otherwise. All subsequent written and oral forward looking statements attributable to the Group or individuals acting on behalf of the Group are expressly qualified in their entirety by this paragraph. Prospective investors should specifically consider the factors identified in this document which could cause actual results to differ before making an investment decision.

Investors should note that the contents of these paragraphs relating to forward-looking statements do not qualify the statement made as to working capital in Section 16 of Part 6 of this document.

Third party information

Where information contained in this document has been sourced from a third party, the Company and the Directors confirm that such information has been accurately reproduced and, so far as they are aware and have been able to ascertain from information published by third parties, no facts have been omitted which would render the reproduced information inaccurate or misleading. The sources of such third party information have been disclosed at the location in this Prospectus where such third party information is presented.

Presentation of financial and other information

The financial information on the Company set out in this document has, unless otherwise indicated, been extracted from the Company’s audited consolidated statement of financial position and consolidated statements of profit or loss and other comprehensive income, cash flows and changes in equity and related notes as of and for the years ended 30 June 2015, 2016, 2017, and reviewed (unaudited) financial statements for the half-year ended 31 December 2017, set forth in Part 5 of this Prospectus.

The financial statements were prepared in accordance with Australian Accounting Standards and comply with IFRS. The financial statements for the years ended 30 June 2015, 2016, 2017 were audited by the Company’s independent auditors at the relevant time, Ernst & Young (in respect of the years ended 30 June 2016 and 2017) and Stantons International Audit and Consulting Pty Ltd (in respect of the year ended 30 June 2015). The financial statements for the half-year ending 31 December 2017 were reviewed by Ernst & Young. Ernst & Young and Stantons International Audit and Consulting Pty Ltd were each members of the Chartered Accountants Australia and New Zealand at the relevant time.

Certain figures contained in this document, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum of the numbers in a column or a row in tables

contained in this document may not be the precise arithmetic sum of the figures that precede them.

References to defined terms

Certain terms used in this document, including certain capitalised terms and certain technical and other terms, are defined in Part 7 of this document.

Consequences of a standard listing and summary of the differences between standard and premium categories of listing

Application will be made for all of the Ordinary Shares to be admitted, to the Official List pursuant to Chapter 14 of the Listing Rules which sets out the requirements for standard listings.

As a company with a standard listing, the Company will not be required to comply with the provisions of, amongst other things:

Chapter 7 of the Listing Rules setting out the Premium Listing Principles as contained in Listing Rule 7.2.1A that companies with a standard listing are not required to comply with.
Chapter 8 of the Listing Rules regarding the appointment of a listing sponsor to guide the company in understanding and meeting its responsibilities under the Listing Rules in connection with certain matters. The Company has not appointed and does not intend to appoint such a sponsor in connection with the Admission.
Chapter 10 of the Listing Rules relating to significant transactions. Nonetheless, the Company is required under Chapter 11 of the ASX Listing Rules to consult with ASX and (in certain circumstances), seek shareholder approval before making a significant change to the nature of its activities, disposing of its main undertaking or disposing of its major assets.
Chapter 11 of the Listing Rules regarding related party transactions. Nonetheless, the Company is required to comply with Chapter 10 of the ASX Listing Rules which require that the Company not enter into any transaction with a person of influence relating to the acquisition or disposal of any substantial assets of the Company, not issue securities to a related party and not make certain payments to related parties without seeking shareholder approval.
Chapter 12 of the Listing Rules regarding purchases by the Company of Ordinary Shares. Nonetheless, the Company must comply with the Australian Corporations Act 2001 and the ASX Listing Rules in relation to any purchases of its own shares which require that the Company seek shareholder approval to purchase of Ordinary Shares, subject to minimal exceptions.
Chapter 13 of the Listing Rules regarding the form and content of circulars to be sent to shareholders. However, the Company is required to comply with the requirements of the ASX Listing Rules, which contain certain obligations in relation to the form and content of any notices of meeting sent to its shareholders where shareholder approval is being sought pursuant to an ASX Listing Rule.

In addition to the above:

Companies with a standard listing are not eligible for inclusion in the UK series of FTSE indices.
Companies with a standard listing are not required to: (i) control the majority of their assets and to have done so for the last three years; or (ii) carry on an independent business as their main activity.
The UK Corporate Governance Code does not apply directly to companies with a standard listing. The ASX Corporate Governance Council's Corporate Governance Principles and Recommendations apply to the Company. However, pursuant to paragraph 7.2 of the Disclosure and Transparency Rules, companies with a standard listing are still required to make a statement in the directors' report covering the governance code to which the issuer is subject in relation to the financial reporting process and certain details of its share capital. The directors of companies with a standard listing are also required to include a description of the internal control and risk management

systems and the composition of committees. The Company will comply with such requirements set out in DTR 7.2.

A standard listing does not require a company to offer pre-emption rights pursuant to the Listing Rules. However, the Company will be required to comply with the ASX Listing Rules which require (among other things) that it seek shareholder approval before issuing shares representing more than 15% (or 25% in certain circumstances) of its expanded share capital in any 12 month period (subject to certain exceptions).

Application of the City Code on Takeovers and Mergers

The Company is incorporated in, has its registered office and is resident in Australia. Accordingly, transactions involving the Ordinary Shares will not be subject to the provisions of the City Code which regulates takeovers in the UK. However, Chapter 6 of the Australian Corporations Act 2001 contains provisions that are similar or analogous to certain provisions of the City Code.

The Company is subject to requirements for takeovers under the Australian Corporations Act 2001 and other applicable Australian law which may affect a bidder’s ability to freely acquire Ordinary Shares.

Certain provisions of the Spanish takeover act may be applicable to holders of the Ordinary Shares

The Company is organised and exists under the laws of Australia. The Ordinary Shares are listed on the ASX and it is expected that the Ordinary Shares will be listed on the London Stock Exchange and on the Spanish Stock Exchanges. As a result, trading in the Ordinary Shares may be subject to requirements stemming from the regulations of different jurisdictions, in this case those of Australia, the UK and Spain, which are not necessarily coherent.

The Spanish Takeover Act does not provide clear guidance as to which of its provisions regarding acquisition of shares in listed companies should apply in relation to a public company with its registered office in a non-EEA country. Spanish law is unclear on whether certain provisions of the Spanish Takeover Act apply only to companies incorporated in Spain, or whether they apply to all companies listed on a Spanish regulated market (irrespective of the country of incorporation of these companies). There is a lack of practice and precedent to provide guidance on the interpretation of the appropriate Spanish provisions of law. Such situations may cause uncertainty or ambiguity when exercising shareholder rights or fulfilling shareholders obligations, or when fulfilling obligations related to trading in significant block of shares in accordance with the laws of the different jurisdictions.

It may result in the minority shareholders of the Company having lower protection than the minority shareholders of Spanish listed companies. If an investor fails to fulfil its obligations or violates relevant Spanish regulations with respect to trading in the Ordinary Shares, it may be fined for such non-compliance or may be unable to exercise its voting rights in respect of the Ordinary Shares.

Australian takeover regulations

The takeover provisions of the Australian Corporations Act 2001 apply to dealings in the Ordinary Shares and other securities in the Company. Subject to certain exceptions, the Australian Corporations Act 2001 prohibits the acquisition of a relevant interest in the voting shares of an Australia company that is either listed on a prescribed stock exchange (including ASX) or has more than 50 shareholders if, as a result of the acquisition, the voting power of the acquirer (or any other person) in the company would increase from 20% or below to more than 20%. Similarly, such an acquisition is forbidden if any person who already has more than 20% but less than 90% of the voting power increases their voting power in the target company. However, it is not mandatory for a person who exceeds these thresholds to make a takeover bid for all the shares in the relevant company.

A person’s voting power for these purposes is equal to the aggregate relevant interest of the person and their associates in the voting shares of the relevant company. In relation to the Company, the Ordinary Shares are the only class of voting shares in the Company.

A person has a relevant interest in a share if they have the power to control disposal of that share or to

control the exercise of the right to vote in respect of that share. A person also has a relevant interest in any share held by a body corporate or managed investment scheme they control or in which they have voting power above 20%. These concepts are broad and, for example, a person can have a relevant interest and voting power in a share as a result of an agreement to purchase the share (even a conditional agreement) or a call option to acquire the share.

There are several exceptions which allow acquisitions which would otherwise be prohibited from taking place. These exceptions include acquisitions (provided certain requirements are met):

under a formal takeover offer in which all shareholders can participate;
with the approval of a majority of shareholders who are not parties to the transaction, given at a general meeting of the company;
in 3% increments every six months (provided that the acquirer has had voting power of at least 19% in the company at all times during the six months prior to the acquisition);
pro rata offers of new shares in which all shareholders can participate; or
by an underwriter or sub-underwriter to offers of securities in the company in certain circumstances.

Please see Section 12.2 of Part 6 below for further details.

Competent persons statement for purposes of ASX and JORC

The information in this Prospectus that relates to the FEED was extracted from the ASX announcement entitled ‘Capital costs for Salamanca reduced by 1% to € 82.3 million’ dated 6 July 2017, which is available to view on Berkeley’s website at www.berkeleyenergia.com.

Berkeley confirms that: a) it is not aware of any new information or data that materially affects the information included in the original announcement; b) all material assumptions and technical parameters underpinning the FEED results included in the original announcement continue to apply and have not materially changed; and c) the form and context in which the relevant Competent Persons’ findings are presented in this announcement have not been materially modified from the original announcements.

The information in the original announcement that relates to the FEED costs is based on, and fairly represents, information compiled by Mr Francisco Bellon, a Competent Person who is a member of the Australasian Institute of Mining and Metallurgy. Mr Bellon is the Chief Operating Officer for Berkeley and a holder of shares, options and performance rights in Berkeley. Mr Bellon has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’.

The information in this Prospectus that relates to the DFS, Ore Reserve Estimates, Mining, Uranium Preparation, Infrastructure, Production Targets, Cost Estimation and MRE is extracted from the ASX announcement entitled ‘Study confirms the Salamanca Project as one of the world’s lowest cost uranium producers’ dated 14 July 2016, which is available to view on Berkeley’s website at www.berkeleyenergia.com.

Berkeley confirms that: a) it is not aware of any new information or data that materially affects the information included in the original announcement; b) all material assumptions and technical parameters underpinning the Mineral Resources, Ore Reserve Estimate, Production Target, and related forecast financial information derived from the Production Target included in the original announcement continue to apply and have not materially changed; and c) the form and context in which the relevant Competent Persons’ findings are presented in this report have not been materially modified from the original announcements.

The information in the original announcement that relates to the DFS is based on, and fairly represents, information compiled or reviewed by Mr. Jeffrey Peter Stevens, a Competent Person who is a Member of The Southern African Institute of Mining & Metallurgy, a ‘Recognised Professional Organisation’ (‘RPO’)

included in a list posted on the ASX website from time to time. Mr. Stevens is employed by MDM Engineering (part of the Amec Foster Wheeler Group). Mr. Stevens has sufficient experience that is relevant to the style of mineralization and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’.

The information in the original announcement that relates to the Ore Reserve Estimates, Mining, Uranium Preparation, Infrastructure, Production Targets and Cost Estimation is based on, and fairly represents, information compiled or reviewed by Mr. Andrew David Pooley, a Competent Person who is a Member of The Southern African Institute of Mining and Metallurgy’, RPO included in a list posted on the ASX website from time to time. Mr. Pooley is employed by Bara Consulting (Pty) Ltd. Mr. Pooley has sufficient experience that is relevant to the style of mineralization and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’.

The information in the original ASX announcement that relates to the Mineral Resources for Zona 7 is based on, and fairly represents, information compiled or reviewed by Mr Malcolm Titley, a Competent Person who is a Member of The Australasian Institute of Mining and Metallurgy. Mr Titley is employed by Maja Mining Limited, an independent consulting company. Mr Titley has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’.

The information in this Prospectus that relates to the Mineral Resources for Retortillo is extracted from the ASX announcement entitled ‘Increase in Retortillo grade expected to boost economics’ dated 7 January 2015 which is available to view on Berkeley’s website at www.berkeleyenergia.com. The information in the original announcement is based on, and fairly represents, information compiled by Mr Malcolm Titley, a Competent Person who is a Member of The Australasian Institute of Mining and Metallurgy. Mr Titley is employed by Maja Mining Limited, an independent consulting company. Mr Titley has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. The Company confirms that it is not aware of any new information or data that materially affects the information included in the original market announcement and, in the case of estimates of Mineral Resources that all material assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply and have not materially changed. The Company confirms that the form and context in which the Competent Person’s findings are presented have not been materially modified from the original market announcement.

The information in this Prosectus that relates to the Mineral Resources for Alameda (refer ASX announcement dated 31 July 2012) is based on information compiled by Mr Craig Gwatkin, who is a Member of The Australasian Institute of Mining and Metallurgy and was an employee of Berkeley Energy Limited at the time of initial disclosure. Mr Gwatkin has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr Gwatkin consents to the inclusion in the announcement of the matters based on his information in the form and context in which it appears. This information was prepared and first disclosed under the JORC Code 2004. It has not been updated since to comply with the JORC Code 2012 on the basis that the information has not materially changed since it was last reported.

DIRECTORS, SECRETARY, REGISTERED OFFICE AND ADVISERS

Directors	Ian Peter Middlemas	Chairman
	Paul Campbell Atherley	Managing Director and Chief
		Executive Officer
	Robert Arthur Behets	Non-Executive Director
	Nigel Hanson Jones	Non-Executive Director
	Adam Charles Woodward Parker	Non-Executive Director
	Deepankar Panigrahi	Non-Executive Director
	Further information on the Directors is contained inPart 2of this
	document
Company Secretary	Dylan Paul Browne
Principal Place of Business	Unit 1B, 38 Jermyn Street
	London SW1Y 6DN
	United Kingdom
Project Office	Carretera SA-322, KM 30
	37495 Retortillo
	Salamanca
	Spain
Registered Office	Level 9
	BGC Centre
	28 The Esplanade
	Perth WA 6000
	Australia
UK Solicitors to the Company	Bryan Cave Leighton Paisner LLP
	Adelaide House
	London Bridge
	EC4R 9HA
	United Kingdom
Spanish legal counsel to the	Uría Menéndez Abogados, S.L.P.
Company	c/Príncipe de Vergara, 187 Plaza
	de Rodrigo Uría 28002 Madrid
	Spain
Spanish Broker	Renta 4
	Paseo de la Habana 74,
	28036
	Madrid
	Spain
UK Brokers	Joh, Berenberg, Gossler & Co. KG
	60 Threadneedle Street
	London
	EC2R 8HP
	United Kingdom
	Tamesis Partners LLP
	3rd floor
	15 Eldon Street
	London
	EC2M 7LD
	United Kingdom
Australian Solicitors to the	DLA Piper
Company	Level 31, Central Park
	152-158 St Georges Terrace

	Perth WA 6000
	Australia
Australian Registrars	Computershare Investor Services
	Pty Ltd
	Level 11
	172 St Georges Terrace
	Perth WA 6000
UK Registrars	Computershare Investor Services
	PLC
	The Pavilions, Bridgewater Road
	Bristol BS13 8AE
	United Kingdom
Spanish Registrars	Iberclear
	Plaza de la Lealtad
	1 Madrid
	28014
	Spain
Auditors to the Company	Ernst & Young (in respect of the
	financial year ended 30 June 2016
	and 30 June 2017 and for the half
	year ended 31 December 2017)
	11 Mounts Bay Road
	Perth WA 6000
	Stantons International Audit and
	Consulting Pty Limited (in respect
	of the financial year ended 30
	June 2015)
	Level 1, 1 walker Avenue, West
	Perth, WA 6005, Australia

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Each of the times and dates is subject to change without further notice.

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|||
|---|---|
|Publication of this Prospectus|1 June 2018|
|Admission|8.00 am (BST) on 6 June 2018|
|Spanish Admission|12.00 noon (CET) on 7 June 2018|

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NO ACTION TO BE TAKEN BY SHAREHOLDERS

Shareholders are not required to take any action upon receipt of this Prospectus, which is being made available publicly for information purposes only.

This Prospectus has been published solely to enable the Company to obtain Admission of the Ordinary Shares to the standard listing segment of the Official List and to trading on the London Stock Exchange’s Main Market in the United Kingdom and to seek admission and introduction to trading of the Ordinary Shares on the Spanish Stock Exchanges.

PART 1 - INFORMATION ON THE COMPANY

1 INTRODUCTION

The Company is a high impact, clean energy company focused on bringing its wholly owned Salamanca Project into production where initial construction began in 2017.

The Salamanca Project is being developed in a historic mining area about three hours west of Madrid, Spain. Following ministerial approval, the Company has now received all the European Union and national level approvals required for the initial development of the Salamanca Project.

2 HISTORY OF THE COMPANY

The Company is an Australian public company limited by shares that was incorporated on 2 July 1991 and admitted to the official list of the ASX on 16 September 2003. The Company is incorporated under the Australian Corporations Act 2001 with an Australian Company Number of 052 468 569. Below is a brief historical summary of the Company:

The Company was incorporated on 2 July 1991 as Project Constructions (Australia) Pty Ltd;
On 1 July 1994, the Company changed its name to Baracus Services Pty Ltd;
On 19 September 2001, the Company changed its name to Berkley Diamonds and Resources Pty Ltd;

• On 3 April 2002, the Company changed its name to Berkeley Resources Pty Ltd;

On 2 August 2002, the Company became a public limited company;
On 16 September 2003, the Company was admitted to the official list of the ASX under the name Berkeley Resources Limited;
On 1 July 2005, the Company announced the acquisition of the Salamanca Project through the 100% purchase of MRA;
• On 6 December 2006, the Company’s shares were admitted to trading on AIM;
On 22 December 2009, the Company entered into the Royalty Agreement with the Founding Shareholders for a 1% net smelter royalty on all of the Company's future uranium production in Spain and Portugal;
• On 24 July 2012, the Company announced that it had reached an agreement with ENUSA on terms which provide the Company with a 100% interest in the exploitation rights to, State Reserves 28 and 29 (" Addendum Reserves ") whilst waiving its rights to mine in State Reserves where ENUSA had undertaken rehabilitation. The Addendum Reserves include the Alameda and Villar deposits. Under the agreement ENUSA will receive a production fee equivalent to 2.5% of the net sale value of any uranium produced within the Addendum Reserves;
On 7 August 2013, the Company announced that it had intersected high grade mineralisation at Zona 7;
On 8 October 2013, the Company was granted with an environmental licence for Retortillo by the Regional Government of Castilla y León following submission and review of the Company’s ESIA;
• On 25 April 2014, a mining licence for Retortillo was granted to the Company by the Regional Government of Castilla and Leon. The mining licence is valid for an initial period of 30 years and may be renewed may be renewed for two additional periods of 30 years;
On 31 October 2014, the Company completed an intragroup restructure with MRA merging into BME);

On 20 July 2015, the Spanish Nuclear Safety Council issued a favourable report for the grant of the prior authorisation of the proposed process plant as a radioactive facility at Retortillo;
On 31 July 2015, the Company changed its name to Berkeley Energy Limited;
On 17 September 2015, the Ministry of Energy, Tourism and Digital Agenda granted the Company with the prior authorisation of the proposed process plant as a radioactive facility at Retortillo, which was gazzeted on 25 September 2015;
On 27 November 2015, the Company changed its name to Berkeley Energia Limited;
On 10 May 2016, the Company completed a US$10 million financing with substantial shareholder, RCF, which comprised US$5 million through the issue of 11,011,700 shares at a price of 32 pence per share and an additional US$5 million through the sale of a 0.375% fully secured net smelter royalty over the Salamanca Project;
On 14 July 2016, the Company published the results of a Definitive Feasibility Study which confirmed the Salamanca Project as a low-cost uranium producer;
On 28 November 2016, the Company announced that it had entered into a sales agreement with Curzon for a total of two Mlbs of product from the Salamanca Project over a five-year period, at an average fixed price of US$42.43 per pound for fixed and spot pricing including additional optional volumes. The offtake agreement includes an option to increase the volume and term of the contract to three Mlbs. Please refer to Section 14.7 of Part 6 of this Prospectus for further details;
On 6 July 2017, the Company released the results of the Front End Engineering and Design study (“ FEED ”) reporting that the capital costs of the Salamanca Project are one per cent below the Definitive Feasibility Study estimates; and
On 30 November 2017, the Company completed an agreement with SGRF under which the Company’s shareholders approved the issue of a US$65 million interest-free and unsecured convertible note which can be converted into Ordinary Shares of the Company at 50 pence per share upon commissioning test (“ Technical Completion ”) being completed at the centralised processing plant at Retortillo, provided that there is no event of default existing. As part of the agreement, SGRF were also issued with 50,443,124 unlisted SGRF Options in the Company with an average exercise price of 85 pence per share contributing a further US$55 million if exercised.

Further information on the milestones in the development of the Salamanca Project to date are set out in Section 3 of this Part 1.

The Company is a ‘disclosing entity’ for the purposes of the Australian Corporations Act 2001 and is therefore subject to regular reporting obligations under the Australian Corporations Act 2001 and also under the ASX Listing Rules.

3 THE BUSINESS

The Company’s primary focus is the development of the Salamanca Project .

3.1 Salamanca Project

3.1.1 Project Description and Location

The Salamanca Project is wholly owned by the Company and is located in the Province of Salamanca, in Western Spain. The Company acquired the uranium deposits following the acquisition of MRA, in July 2005, and has invested €70 million over the past decade exploring and developing the Salamanca Project. The Salamanca Project comprises of the development of three separate mining sites called Retortillo, Alameda and Zona 7, with a centralised processing facility being constructed at Retortillo.

All EU, National, Regional and Provincial level approvals necessary for the initial infrastructure development of the Salamanca Project were received by October 2015. In July 2016, the Company

published the results of DFS confirming the Salamanca Project as a low-cost uranium project. Development work on the Salamanca Project began in August 2016 (having received all necessary approvals for that phase), with the re-routing of an existing electrical power service and realignment of a five kilometre stretch of road.

Funds raised from a US$30 million capital raising announced on 4 November 2016 enabled the Company to complete part of the land acquisition process, with over 600 hectares of land either acquired or leased. Following the land acquisition, the Company commenced clearing of the land where the processing plant, voltage substation and reagent storage facilities and mine contractor facilities are to be constructed. As part of the Environmental Licence granted to the Company, for every one tree being cleared six will be planted in its place.

In July 2017, the Company released the results from a FEED reporting that the capital costs are one per cent below the estimates from the DFS. The Company has begun procuring equipment with the primary and secondary crushers delivered in July 2017 with other equipment such as the vibrating grizzly, screens and vibrating feeders, now in fabrication. A key focus for the Company as part of the procurement process will be the management of cost escalation over the term of these contracts.

Construction and commission phases of the Salamanca Project are expected to continue throughout 2018 and 2019, subject to the award of all relevant permits and approvals (the next stage in the Salamanca Project’s development is dependent on obtaining the urbanism licence and NSC II which will allow for the construction of the plant as a radioactive facility. The Company applied for these approvals in November 2016 with both currently outstanding). It is expected that the Salamanca Project will not reach steady state production prior to 2020. The Company is currently seeking an express resolution from the local municipality on the award of the urbanism licence. The municipality is currently without a general secretary and the Company understands that a resolution on the urbanism licence will not take place until the role of general secretary is filled. The Company understands that the appointment of a general secretary is underway and the timeline for the award of the licence is expected in the short to medium term but is dependant on the appointment timeframe. The application for NSC II was filed in 2016 and is currently pending. The term of the proceedings for NSC II have been suspended until the NSC issues its mandatory report on the Company’s NSC II application, which is still ongoing. The timing of the express award of the urbanism licence and the NSC II is currently uncertain and outside of the Company's control. As a result, it is expected the Salamanca Project will not reach steady state production prior to 2020. If both the urbanism and NSC II licences are not successfully granted to the Company, then this may materially jeopardise the viability of the Salamanca Project which could have a material adverse effect on the Group's financial performance, and which may lead to a reduction in the carrying value of the Company’s assets and price of its Ordinary Shares. In parallel with the ongoing development of the project area, the Company continues to conduct further exploration programmes with the aim to increase the production profile and mine life of the Salamanca Project. The Company is continuing to award major contracts ahead of commencing full construction. As part of its commitment to develop the project in partnership with Spanish engineering excellence, Sanchez y Lago, one of Spain’s major construction companies and contract mining firms, has been selected as the preferred mining contractor

As at the Latest Practicable Date, the Group has 2.75 Mlbs of uranium from the project under long term contracts over the first six years of production (combination of fixed and spot pricing) at an average price of approximately US$42 per pound.

3.1.2 Geology and Exploration

Geological Setting

The three deposits comprising the DFS include Retortillo, Zona 7 and Alameda for which the geology and mineralisation are well understood. The deposits at the Salamanca Project are described as stratiform, partly vein style deposits hosted in metasedimentary units with cordierite and in proximity to granitic intrusions. Metasediments have undergone a number of brittle and ductile deformation phases.

Uranium is principally found as uraninite, coffinite and pitchblende or with polymetallic sulphides along with quartz, cordierite (often altered to pinnite), carbonate, adularia and jasperoid. Mineralisation styles include veins, stockwork veinlets and disseminated in joints and fractures. Mineralisation occurs within partially

weathered and fresh rock zones.

At Retortillo and Zona 7, uranium mineralisation occurs surrounding intrusive granites that have been associated with northwest trending faults through the metasedimentary terrain. There are a number of controls on mineralisation and as such the grades within the deposits are considered to be irregular. In some areas to a depth of approximately 20m some secondary uranium mineralisation has been identified. Zona 7 is shown to be the largest and highest grade of the Salamanca Project, hosted within a folded sequence of metasediments overlain by a conglomerate unit adjacent to a granite intrusive. Mineralisation is sub-horizontal from surface to approximately 100m depth.

Mineralisation at Alameda is principally controlled by geological structure, occurring as veins or veinlet systems. With a preferential orientation, mineralisation is reportedly the result of larger scale structural features.

Exploration History

Exploration for radioactive materials began in Spain in 1951 by state-run JEN focussing on areas of Salamanca, Zamora, Caceres and Badajoz Provinces; during which time the Retortillo, Zona 7 and Alameda deposits were identified, amongst others. In 1957, the Fé uranium deposit was discovered and commenced production in 1974, operating at 300tpa U3O8 until it closed in 2001. In 1972 exploitation near Ciudad Rodrigo and exploration in Salamanca was undertaken by state-run ENUSA.

In 1974, JEN was responsible for a government exploration programme Plan Nacional de Exploración del Uranio – National Plan for the Exploration and Investigation of Uranium (PNEU) that was later the responsibility of ENUSA in 1981, which ended in 1984. Following exploration ENUSA focussed on the continuing exploitation and expansion of the Fé Uranium Mine. Since closure ENUSA has been responsible for site restoration including processing contaminated surface water.

At the Salamanca Project, MRA conducted uranium exploration from 2005 to 2009, with MRA subsequently merging with BME.

Berkeley Exploration

Exploration by Berkeley was initially conducted as MRA and BME; two subsidiaries that were merged in 2014. Exploration has been undertaken at the Salamanca Project since 2005. Exploration, data collection and investigations to-date has utilised a number of techniques including:

Geological mapping;
Mineralogical studies;
Radiometric, magnetic, resistivity and IP geophysical surveys;
Downhole geophysics including natural gamma;
Trenching;
Diamond and percussion drilling;
Topographic surveys;
Petrographic and Scanning Electron Microscope studies;
Metallurgical studies; and
Geological modelling.

Sample analysis was undertaken by Actlabs with further confirmatory testing (including blank and duplicate samples) sent to ALS and Bureau Veritas laboratories as part of QA/QC procedures. Results of QA/QC procedures were considered reliable and without bias following completion of the DFS. Sample preparation of all drill samples involved oven drying, crushing and pulverising to achieve a grind size of 85% passing

75 μm. Sample pulps from the drilling programme were analysed for uranium using either Delayed Neutron Counting or, pressed-powder X-ray fluorescence methods. Historical drilling samples were analysed for uranium using X-ray fluorescence, atomic absorption spectroscopy or fluorometric methods.

Historical borehole collars at Retortillo and Alameda have been confirmed although none were located at Zona 7. All drilling by Berkeley has been confirmed by a differential GPS collar and downhole deviation survey.

Berkeley has drilled in excess of 67,000m of diamond (HQ/HQ3 or PQ) and reverse circulation (140mm) drilling since 2006, both vertical and inclined and on a 100mx100m grid orientated as closely as possible across the interpreted strike of the deposits. Drilling since 2016 has served to close this spacing in some areas to 50mx50m and 35mx35m to improve confidence in the Resource estimates. Drillholes have an average depth of 80-90m with a maximum drilled depth of 200m. It is reported that a minimum core recovery of 90% has been achieved from Berkeley drilling. Data from historical drilling suggests core recoveries are also acceptable.

A total of 1,100 (Retortillo), 428 (Zona 7) and 475 (Alameda) drillholes have been completed across the three deposits including historical (JEN/ENUSA) and recent (Berkeley) drilling. Downhole geophysics was used for all Berkeley drillholes to determine an Equivalent Uranium Grade, used only when no chemical assay was available. The downhole gamma response was converted to equivalent U3O8 after correcting for radon, hole diameter, air/water and application of a deconvolution filter.

3.1.3 Mineral Resource and Ore Reserve Estimate

A Mineral Resource Estimate for the three deposits was prepared using historical JEN/ENUSA and Berkeley data for the purposes of the DFS. The estimate is based on a 200ppm U3O8 cut-off grade and an upper limit applied.

Surpac and Isatis software were used for geological modelling, block modelling, grade estimation, MRE classification and reporting. Sectional geological interpretations were joined to create a series of 3D mineralised wireframe domains that showed continuity above a grade of 100ppm U3O8. Statistical analysis and geostatistical variogram modelling was used to determine appropriate parameters for estimation of uranium grade using Ordinary Kriging (“ OK ”) and Localised Uniform Conditioning (“ LUC ”).

Variography was used to derive appropriate orientation and weighting factors employed by the OK and LUC algorithms. Suitable sample search distances, minimum and maximum sample numbers required to make a grade estimate and search ellipse anisotropy to honour the mineralisation trends were derived. These parameters were chosen to ensure that the Resource model honoured the global and local grade distribution of the uranium mineralisation.

Individual estimates for each deposit were undertaken in January 2016 and December 2011 for Retortillo and Alameda respectively. Zona 7 was estimated in November 2014, October 2015 and February 2016 for different domains of the deposit.

Salamanca Project - DFS Mineral Resource Estimate

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||||||
|---|---|---|---|---|
|Classification|Tonnage (Mt)|U3O8 (ppm)|U3O8 (t)|U3O8 (Mlbs)|
|Measured|9.3|597|5,566|12.3|
|Indicated|41.8|516|21,555|47.5|
|Inferred|6.9|394|2,715|6.0|
|Total|58.0|514|29,837|65.8|

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The DFS was based solely on Measured and Indicated Resources and did not incorporate any Inferred Resources, which total 31.5Mt at 395 ppm containing 29.6Mlbs of U3O8.

The table below later presents the breakdown of Resource classifications for each of the three deposits in accordance with the JORC Code.

Retortillo and Zona 7 approximate a quarter of Resources within the Measured category. Remaining

Resources for Retortillo are principally classified as Indicated whilst Zona 7 also has a small proportion of Inferred Resources. Alameda is principally classified as Indicated with no Resources estimated within the Measured category. In all cases Resource estimates were undertaken using a 200ppm U3O8 cut-off grade. This is consistent with the grade used to report previous estimates for this style of mineralisation for near-surface mineralisation.

Validation of the models included visual inspection of the grade distribution compared to the drill hole data, comparison of block model and drill hole statistics and creation and assessment of swath plots.

Inferred Resources represent only a small proportion (9%) of the total contained U3O8 MRE and demonstrates significantly lower grades than that estimated within the Measured and Indicated classifications.

Salamanca Project Resource estimate classifications

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|||||||
|---|---|---|---|---|---|
|Deposit|Measured|Indicated|Inferred|Proportion of Total|Total Resource|
|U3O8 Resource|Grade (ppm U3O8)|
|Retortillo|26%|73%|1%|22%|442|
|Zona 7|26%|58%|16%|46%|631|
|Alameda|0%|95%|5%|32%|462|

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Retortillo estimate based on a 200ppm U3O8 cut-off by Maja Mining Limited 2016

** Zona 7 estimate based on a 200ppm U3O8 cut-off by Maja Mining Limited 2016

*** Alameda estimate based on a 200ppm U3O8 cut-off by AMC UK 2011

Approximately 50% of the total Resource base has been estimated at the Zona 7 deposit that also demonstrates higher grades compared to that estimated at Retortillo and Alameda. This highlights the importance of the Zona 7 deposit.

Ore Reserve Estimate

The total DFS Ore Reserve estimate, reported in accordance with the JORC Code includes the following:

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|||||
|---|---|---|---|
|Category|Tonnage (Mt)|Grade U3O8 (ppm)|Contained U3O8 (Mlbs)|
|Proven|10.5|487|11.3|
|Probable|50.2|391|43.3|
|Total|60.7|408|54.6|

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3.1.4 Inferred Resources

Salamanca and Satellite deposits

The Retortillo and Alameda deposits of the Salamanca Project have been identified to hold the potential for additional Resources as extensions to the existing ore deposits; referred to as the Retortillo and Alameda " Satellites " for which Inferred Resources have been estimated. Along with the Inferred Resources estimated for the main deposits these areas constitute a total Inferred Resource base for the Salamanca Project .

Gambuta deposit

Berkeley also holds an additional Inferred Resource base at the Gambuta deposit located 145km to the southeast of Retortillo. Gambuta was initially discovered by Junta de Energia Nuclear (“ JEN ”), the Nuclear Energy Board of the Spanish State, who were successful in defining the zone of mineralisation. Since 2007 Berkeley continued exploration within the region which defined and extended the Gambuta resource. The mineralisation style seen at Gambuta is similar to the deposits at Retortillo. The style of the uranium mineralisation includes vein and disseminated mineralisation in joint/fracture filling associated with brittle deformation. Uraninite and coffinite are the primary uranium minerals.

Following continued exploration by Berkeley an Inferred Resource estimate of 12.7Mt at 394ppm for

11.1Mlbs U3O8 was determined at a 200ppm cut-off grade. The Resource was estimated using 62 diamond and reverse circulation drill holes to a depth of up to 90m.

A scoping study for the Gambuta deposit was completed in 2014 and the current Investigation Permit (Almendro) was renewed for 3 years in 2016. A positive outcome was reported for the scoping study that confirmed favourable metallurgical recovery test work, preliminary geotechnical studies, pit designs and early-stage infrastructure concepts.

Inferred Resource Summary

The following table summarises the Inferred Resources estimated for the Salamanca Satellites and the Gambuta deposit.

Combined with 6.9Mt at 394ppm for 6.0Mlbs U3O8 of Inferred Resources estimated at Salamanca (0.2Mlbs, 4.8Mlbs and 1Mlbs for Retortillo, Zona 7 and Alameda respectively) the total Inferred Resource base for the Salamanca and Gambuta deposits is 29.6Mlbs U3O8.

Salamanca Inferred Resource estimates (excluding Ore Reserves)

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||||||
|---|---|---|---|---|
|Deposit|Tonnage (Mt)|U3O8 (ppm)|U3O8 (t)|U3O8 (Mlbs)|
|Retortillo Satellite|2.8|492|1,361|3.0|
|Alameda Satellite|9.1|482|4,309|9.5|
|Gambuta|12.7|394|5,035|11.1|
|Sub-total|24.6|434|10,705|23.6|
|Retortillo|0.2|368|74|0.2|
|Zona 7|6.0|364|2,173|4.8|
|Alameda|0.7|657|468|1.0|
|Total|31.5|425|13,420|29.6|

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Given the small proportion (9%) of Inferred Resources within the main Salamanca Project the potential of the Inferred Resources to be included in future mine plans – to be upgraded to Indicated or Measured classifications – will be principally determined by the perceived exploration potential of the Salamanca Satellites coupled with the results of infill drilling at Alameda to raise Inferred Resources to Indicated category and extend the deposit limits.

Combined with the Measured and Indicated Resource estimates, the total Resource base of contained U3O8 across all classifications held by Berkeley is 89.3Mlbs U3O8.

3.1.5 Definitive Feasibility Study and Front-End Engineering and Design

In July 2016, the Company published the results of a DFS confirming the Salamanca Project as a low cost uranium project.

The DFS has reported that the Salamanca Project has an initial mine life of 14 years based on mining and treating only the Measured and Indicated Resources of 59.8Mlbs. Over an initial ten year period, the Salamanca Project is capable of producing an average of 4.4Mlbs of uranium per year at a cash cost of US$13.30 per pound and at a total cash cost of US$15.06 per pound during steady state.

During this ten year steady state period, based on the UxC forward curve of uranium prices at the time of publication of the DFS in 2016, the Salamanca Project is expected to generate a peak annual EBITDA of US$226.3 million and a post-tax cashflow of US$116 million per annum based on the DFS price assumptions referred to below. As at the Latest Practicable Date, the current spot price was US$22.75 per pound and term contract price US$30 per pound.

The Salamanca Project benefits greatly from the well-established EU funded infrastructure in the region with an initial capital cost of only US$93.8 million.

Other key DFS outputs include:

*Definitive Feasibility Study Results(to a maximum accuracy variation +/- 10%)***:	*Definitive Feasibility Study Results(to a maximum accuracy variation +/- 10%)***:
Net Present Value (Post-tax @ 8%)	US$531.9m
Internal Rate of Return (Post-tax)	60%
Mine Life	14 years
Annual Saleable Production (steady state operation)	4.4 Mlb of U3O8
Annual Saleable Production (life of mine)	3.5 Mlb of U3O8
C1 Cash Cost (steady state operation)	US$13.30 /lb
C1 Cash Cost (life of mine)	US$15.39 /lb
C2 Cash Cost (steady state operation)	US$15.06 /lb
C2 Cash Cost (life of mine)	US$17.15 /lb
Stripping Ratio – Life of Mine (ore:waste)	01:01.4
Peak Annual EBITDA	US$226.3m

DFS Sales Price Assumptions :

The Company utilised the latest UxC annual mid long term base price projections for its sales price assumptions (UxC Uranium Market Outlook report for Q2 2016). UxC is the industry's leading source of publications, data services, consulting on the global nuclear fuel cycle markets.

The forward curve utilised is a projection of long term contracted uranium prices (rather than spot prices) which is consistent with the Company's intention to enter into long term offtake contracts over the significant majority of its offtake.

This forward curve utilised was more conservative than analyst consensus forecasts where long term contract prices were forecast to rise from $43.25 per pound of U3O8 in 2017 to $65 per pound from 2022 onwards.

Sales Price Assumption based on UxC Annual Mid Long Term Base Price Projections:

Year	2017	2018	2019	2020	2021	2022	2023
	($US / lb)	($US / lb)	($US/ lb)	($US/ lb)	($US/ lb)	($US/ lb)	($US/ lb)
Mid-Long Term	39.06	40.1	40.1	41.83	45.07	48.32	52.65
Base
Year	2024	2025	2026	2027	2028	2029	2030
	($US/ lb)	($US/ lb)	($US/ lb)	($US/ lb)	($US/ lb)	($US/ lb)	($US/ lb)
Mid-Long Term	54.09	56.23	58.35	61.59	63.69	66.97	67.69
Base

Net Present Value & Internal Rate of Return :

The (ungeared) NPV after tax in the DFS is US$531.9 million at an 8% discount rate (real), and the (ungeared) IRR after tax is 60%. The project is expected to exhibit levels of profitability that would contribute value to Berkeley shareholders.

Project Net Present Value:

Project Net Present Value:
Discount Rate (Real)	8%		10%
NPV	US$531.9	million	US$464.8	million

NPV Sensitivity Analysis

Sensitivity of the (ungeared) NPV results to changes in the key drivers of the DCF model are presented in the table below.

If a long term contract price of US$44 per pound U3O8 is used flat over the life of mine then the NPV is US$407.2 million and the IRR is 60%.

Project NPV Sensitivity Analysis:

==> picture [470 x 90] intentionally omitted <==

----- Start of picture text -----

|||||||
|---|---|---|---|---|---|
|NPV at 8% discount rate (US$ million)|
|-10%|-5%|Base Case|5%|10%|
|Production|$431|$482|$532|$582|$632|
|U3O8|$431|$482|$532|$582|$632|
|Sales Price|
|Operating Costs|$561|$547|$532|$517|$502|
|Capital Costs|$554|$543|$532|$521|$510|

----- End of picture text -----

3.1.6 Title to the Salamanca Project

The Company’s subsidiary, BME, is developing three main mining deposits at the Salamanca Project in Spain, aimed at the exploitation of uranium resources. These deposits are the Retortillo deposit which includes the construction of a uranium treatment plant; the Zona 7 deposit, which is expected to start once the Retortillio deposit is already in operation and the Alameda deposit.

Mining Licences

Retortillo deposit:

The mandatory mining exploitation concession was granted by the General Directorate of Energy and Mining of Castilla y León Region on 15 April 2014 under file no. 6.605-10. The concession allows the exploitation of uranium over 87 mining grids ( cuadrículas mineras ) located in the municipalities of Retortillo and Villavieja de Yeltes. The concession is granted for a term of 30 years, which can be extended if the Company applies for and the extension is justified. At the same time that the exploitation plan was approved, the environmental restoration and closure plans of the project were approved too, while the Company established financial guarantees of up to €2,804,172 for the first year of operation.

Prior to the granting of this concession the NSC issued a favourable report on 30 July 2013. It contained certain terms and conditions related to radiologic protection, such as the obligation to have a radiologic protection service or a technical unit expressly authorised, to obtain prior approval of a radiologic monitoring plan or to obtain prior approval of the radioactive effluents management plan. The complete set of terms and conditions is included in the exploitation concession.

In addition, within the proceedings to grant the exploitation concession, the regional Ministry of Environment granted the Environmental Licence for the Retortillo project on 25 September 2013. It contains the environmental terms and conditions that the project must fulfil to be considered compatible with the environment. For instance, there are obligations regarding perimeter fencing, signalling, wheel washing, granting of an air emissions permit, drafting a report on the conservation status of habitats, establishing periodic archaeological controls, delivering waste to authorised waste producers or drafting an action plan which includes all applicable preventive, corrective and additional measures, among others

Zona 7 deposit:

The required mining exploitation concession, following the investigation permit called Alisos no. 6.650-20, was applied for before the mining regional authorities on 12 January 2016.

No resolution on has been issued yet. Until the favourable environmental impact statement is obtained the exploitation concession cannot be granted.

Alameda deposit:

The Alameda deposit comprises the Addendum Reserves which are located in Salamanca province .

A definitive reserve consists of a declaration of the exclusive right of the State over certain geological resources due to national interest reasons. This reservation is valid up to 30 years, with possible

extensions. In the case of the Addendum Reserves, the term ends on 13 August 2033, with the possibility of a single extension of 30 additional years until 2063.

Under Spanish law, definitive reserves could be directly exploited by the authorities or indirectly exploited by means of a public tender or a consortium.

In this case, the exploitation of the definitive reserve was transferred to ENUSA. After a competitive process, Berkeley was selected to enter into an agreement with ENUSA. The purpose of the agreement was to create a consortium for the exploration, investigation and the exploitation of uranium resources within the Addendum Reserves. The contract constituting the consortium, together with a collaboration agreement which governed the consortium, was signed on 29 January 2009. Afterwards, on 24 April 2009, the Spanish Cabinet authorized the consortium.

On 21 May 2009, Berkeley transferred to BME its rights and obligations under the collaboration agreement.

Once the investigation phase was completed, on 23 May 2011 Berkeley notified ENUSA of the viability of the project. This subsequently, and due to different criteria in the Definitive Feasibility Study, led to an arbitration procedure which was amicably settled by means of an addendum to the consortium agreement of 29 January 2009 (the " Addendum ") as further set out in section 14.6 of Part 6 of this document. This Addendum was registered within the Register Book of State Reserves by resolution dated 25 January 2015 of the Ministry of Industry.

The main terms of the Addendum are: (i) the termination of the initial collaboration agreement; (ii) ENUSA retained the ownership over the mining rights, although ENUSA transferred to BME the exclusive right to investigate and exploit the Addendum Reserves. In this regard, BME is recognized as the owner of the materials extracted; (iii) BME assumed all liability derived from the mining activities regarding the Addendum Reserves and undertook the obligation to hold ENUSA harmless; and (iv) a royalty is recognized in favour of ENUSA. It amounts to 2.5 per cent of the net sales value of the uranium obtained and sold from the Addendum Reserves.

To initiate the exploitation of Addendum Reserves approval of exploitation project and a restoration and closure plan is required. BME has submitted both to the authorities. This notwithstanding, prior to its approval, the project must obtain an environmental licence based on the submitted environmental impact statement. The environmental assessment proceedings are in an early stage (the environmental impact study has not yet been submitted to the authorities, but the scoping document has been already received from authorities, which set up the main parameters to be detailed in the environmental impact assessment).

Given the proximity of the Alameda deposit to Portugal, the Portuguese authorities are to be informed about the environmental assessment proceedings.

Radioactivity permit

Retortillo deposit:

The Retortillo deposit will include a uranium treatment plant and a final storage of the radioactive mining waste backfilled to the exploited pit.

Due to the radioactivity linked with these facilities, the obtaining of three permits from the Ministry of Energy, Tourism and Digital Agenda is required, namely: the prior authorisation ( autorización previa o de emplazamiento ) (“ NSC I ”), the construction works authorisation ( autorización de construcción ) (“ NSC II ”) and the final operating authorisation ( autorización de explotación ) (“ NSC III ”). The first two permits allow for the construction of the radioactive facilities namely the treatment plant and the definitive storage as a pit backfill, while NSC III approval allows for the commencement of radioactive activities once the NSC has conducted a review that the facilities comply with the conditions set out in NSC I and NSC II. For instance, before granting NSC III approval, the NSC must confirm that the facilities are located exactly where authorised, so that the constructions strictly correspond with the approved project or so that it is safe to start operating.

NSC I for the Retortillo deposit was obtained on 15 September 2015. The authorisation was challenged before the contentious-administrative Courts and proceedings are ongoing however, NSC I remains valid

and fully enforceable and has not been suspended.

The application for NSC II was filed on 7 September 2016 and is currently pending. The term of the proceedings were suspended by Resolution of 18 January 2017 until the NSC issues its mandatory report on the NSC II application.

Zona 7 deposit:

On 30 June 2017, NSC I for the radioactive facilities (definitive storage of the radioactive mining waste as a pit backfill, as the uranium would continue to be treated in Retortillo’s treatment plant) was submitted to the Industry and Energy Ministry. A resolution has not been issued yet

Alameda deposit:

None of the aforementioned permits (i.e. NSC I, NSC II and NSC III) have been applied for yet in relation to the radioactive facilities of the project (uranium pre-treatment plant which is expected to treat the uranium before it is transported to Retortillo’s treatment plant).

Land use permit

Retortillo deposit:

The Retortillo deposit comprises the exploitation of five open pits (namely, Retortillo South, Retortillo North, Santidad North, Santidad Center, Santidad South) in the municipalities of Retortillo and Villavieja.

Two land use permits are needed to start the works in each municipality: (i) an authorisation for exceptional use of rural land, and (ii) an urban licence. The authorisation is issued by a regional entity (C omisión Territorial de Medioambiente y Urbanismo ) and the urban licence by local authority.

The Group has obtained the authorisation for exceptional use of rural land for mining activities in the Retortillo municipality on 20 July 2017. An administrative appeal was filed against this authorisation and is currently being processed. The authorisation remains fully valid fully enforceable and has not been suspended.

The application for the Retortillo’s urban licence has been filed and is awaiting approval by the relevant municipality authority.

The authorization for exceptional use of rural land obtained is limited to the activities to be carried out in Retortillo and does not include those to be carried out in Villavieja de Yeltes (i.e. the mining activities in the Santidad Centro and Santidad Sur open pits). Therefore, BME needs to apply for and obtain a specific authorization for the exceptional use of rural land and the urban licence in relation to Villavieja municipality. This does not entail a delay in the Salamanca Project's timing since mining activities in Villavieja de Yeltes are not expected to begin until the sixth year of operation.

Zona 7 and Alameda deposits:

The applications for land use permits have not been filed yet.

Other permits

Retortillo deposit:

The required environmental communication was filed before the City Council on 8 July 2016.

The air emission permit for potentially air polluting activities was granted by the environmental regional authorities on 28 August 2017.

The livestock road occupation permit was granted by the regional authorities on 28 March 2012.

Finally, several permits in relation to water use and water public domain were granted by the Duero Hydrographical Confederation, namely: (i) a surface water concession for industrial use dated on 7 March

2016; (ii) a groundwater concession for industrial use of 7 March 2016; (iii) a wastewater discharge authorization of 9 May 2016; and (iv) two authorizations to carry out works on the hydraulic public domain dated on 6 August 2012 and 15 April 2015.

Zona 7 and Alameda deposits:

No additional permits have been applied for at this stage.

3.2 Infrastructure

The principal infrastructure components of the Salamanca Project are expected to comprise of the following:

Three operating sites at Retortillo, Zona 7 and Alameda;
Stockpiles for pre-stripping, non-inert waste rock and uranium ore (later reclaimed following heap leach treatment);
Heap leach pond and pads;
Bulk service supplies including power, water and waste;
Stormwater run-off and excess water discharge facilities;
Processing facilities at Retortillo and Alameda;
Overland conveyor for 8.2km between Retortillo and Zona 7 to transport ROM material to Retortillo and return ripios to the Zona 7 open pit;
Mining contractor laydown areas including temporary (during construction) for process plant / infrastructure contractors and permanent (during extraction) for the appointed mining contractor;
Mining contractor supporting and general infrastructure facilities at each of the deposits including but not limited to workshops, laboratories, administrative offices, change houses, stores, vehicle decontamination bays, weighbridges, waste disposal/treatment facilities, and security houses; and
Site access roads for each of the deposit sites:
3km re-route from Retortillo village to the Retortillo deposit;
1.3km road upgrade to the Zona 7 deposit; and
6.4km road upgrade to the Alameda deposit.

It is expected that following minor road upgrades for site access, the existing road network will be sufficient to support traffic associated with construction and the transportation of loaded resin between Alameda and Retortillo.

In general, the Salamanca Project is located in an area of well-established infrastructure as has been demonstrated by the limited infrastructure requirements beyond that typically expected for any operation. This is corroborated by the relatively low capital cost requirements, and the small reduction in capital costs during the FEED.

Recently, the Company has been focused on conducting detailed engineering and scheduling reviews to ensure that the optimal capital and operating costs are achieved prior to full construction commencing (once the urbanism licence and NSC II are awarded for Retortillo).

The Company is continuing to award major contracts ahead of commencing full construction. As part of its commitment to develop the project in partnership with Spanish engineering firms, Sanchez y Lago, one of Spain’s major construction companies and contract mining firms has been selected as the preferred mining contractor.

4 SUMMARY OF THE GROUP’S MINING PROJECTS

Set out below is a summary of the Group’s licences/projects:

Location	Tenement Name	Percentage Interest	Status

Spain
Salamanca	D.S.R Salamanca 28	100%	Granted
	(Alameda)
	D.S.R Salamanca 29 (Villar)	100%	Granted
	E.C. Retortillo-Santidad	100%	Granted
	E.C. Lucero	100%	Pending
	I.P. Abedules	100%	Granted
	I.P. Abetos	100%	Granted
	I.P. Alcornoques	100%	Granted
	I.P. Alisos	100%	Granted
	I.P. Bardal	100%	Granted
	I.P. Barquilla	100%	Granted
	I.P. Berzosa	100%	Granted
	I.P. Campillo	100%	Granted
	I.P. Castaños 2	100%	Granted
	I.P. Ciervo	100%	Granted
	I.P. Dehesa	100%	Granted
	I.P. El Águlia	100%	Granted
	I.P. Espinera	100%	Granted
	I.P.Halcón	100%	Granted
	I.P. Horcajada	100%	Granted
	I.P. Mailleras	100%	Granted
	I.P. Mimbre	100%	Granted
	I.P. Oñoro	100%	Granted
	I.P. Pedreras	100%	Granted
	I.P. El Vaqueril	100%	Pending
	I.P. Calixto	100%	Pending
	I.P. Melibea	100%	Pending
	I.P. Clerecía	100%	Pending
	I.P. Clavero	100%	Pending
	I.P. Conchas	100%	Pending
	I.P. Lis	100%	Pending
	E.P. Herradura	100%	Pending

Cáceres	I.P. Almendro	100%	Granted
	I.P. Ibor	100%	Granted
	I.P. Olmos	100%	Granted

Badajoz	I.P. Don Benito Este	100%	Granted
	I.P. Don Benito Oeste	100%	Granted

5 SPANISH REGULATORY OVERVIEW

5.1 Overview

Mining operations in Spain are governed by the Spanish Mining Law 22/1973 dated 21 July, as well as Spanish secondary legislation, mainly the Spanish Royal Decree 2857/1978 dated 25 August which enacts the General Regulation for the Mining Regime. These mining regulation set out, among other things, the terms and conditions for undertaking and extracting minerals from deposit and conditions for applying for exploring, investigation and exploiting geological resources.

The main regulatory framework in Spain for mining exploration and extraction is completed by: (i) the Spanish Constitution (1978), which establishes that the state has exclusive powers over the foundations of mining law. The regions (autonomous communities) can exercise their powers on related areas such as the management of environmental protection, the promotion of regional economic development and the development of basic mining state rules; (ii) Spanish Royal Decree 975/2009 of 12 June, on the management of extractive industries waste and the protection and rehabilitation of the sites affected by mining activities, which refers to the main environmental issues arising from the exploitation of a mine; and (iii) Spanish Law 21/2013 of 9 December, on environmental assessment, which governs the procedure for the environmental assessment of projects, including certain mining projects.

Furthermore, regional legislation must also be considered. Regional powers are broad in this area and it is essential to bear in mind the applicable sectorial rules of each of the autonomous communities.

Mineral resources are divided into the following four categories or sections:

• Section A is composed of minerals with limited economic value (approximately less than €600,000), with less than ten workers employed in its exploitation and where trading is performed locally (within a range of 60 kilometers from the exploitation site); and minerals obtained to be used directly in construction and other activities, which only require previous simple actions to raw material.

• Section B is composed of thermal and mineral waters; underground deposits of material created by an activity governed by the Spanish Law on Mines; and exploitable deposits of mining waste.

• Section C is composed of other resources not included in the other sections.

• Section D is composed of coal minerals; radioactive minerals; geothermal resources; bituminous stones; and other resources with an energy interest.

Pursuant to Spanish law, mineral resources are in the public domain and therefore belong to the State, which can exploit them or allow their exploitation by third parties by means of the corresponding title. This title can be an authorisation or a concession, depending on the type of mineral resource (section A, B, C or D). Also, to explore and investigate a permit is required.

Mining rights can be transferred, leased and levied wholly or partially, on behalf of persons complying with the general requirements to hold mining rights. This transfer, lease or levy must be previously authorised by the authorities.

The holder of a mining right must have a legal personality and the sufficient financial and technical solvency to develop the mining activity. There are no restrictions concerning the foreign investment in and ownership of companies engaged in the exploitation and extraction of mineral resources in Spain.

The holder of mining rights can exploit the land required for mining activities. If agreement with the owner is not possible expropriation proceedings are possible, as a result of the public utility linked with certain mining activities.

5.2 Exploitation Concession (Mining Licence)

In relation to resources included in section D, (which are the specific mining resources related to the Salamanca Project’s deposits) to perform mining operations the interested entity must obtain a mining exploitation concession. Exploitation concessions are granted by the competent body of the regional authority.

Exploitation concessions for minerals have a maximum duration of 30 years, which can be extended for equal periods up to 90 years. The exploitation concessions assign the exclusive right to exploit certain mining resources with regard to the area designated in the concession.

The exploitation concession can be granted directly (that is, without a previous investigation permit - see below) or after having investigated under the corresponding investigation permit. Sometimes, prior exploration permits and subsequent investigation permits could be required, depending on the circumstances.

In general terms, an application for an exploitation concession must include the following information: name and address of the applicant; facts and reasons for the application; identification of the area (mining grids) to be exploited; a detailed report stating the geological nature of the site, the undertaken research, its results and a list of resources and stock; and a feasibility study for the mine concerning the resource exploitation. The study must enclose: a memorandum on how to exploit the mine, an outline of the infrastructure, a budget of the investments to be undertaken and an economic study of their profitability, financial resources and guarantees about their viability.

The exploitation concessions expire upon completion of the period for which it has been granted; serious or repeated infringement of certain material obligations (such as the failure to notify the discovery of resources different from the ones approved for exploitation, failure to start mining activities within a year following the granting of the exploitation concession, failure to file the annual works plan or mining activities without prior authorisation); if the concession holder voluntarily renounces its mining right; lack of payment of certain mining fees or when the mineral deposit has been exhausted.

5.3 Investigation Permit and Exploration Permits

Prior to the exploitation phase (as discussed above), there could be required or advisable other mining activities such as exploration or investigation activities. In both cases, a permit is required.

The procedure for an exploration permit is straight forward, consisting of the filing of an application, an internal report and a resolution leading to the awarding of the permit. In addition to that, the procedure of an investigation permit also involves the publication in the official gazette and a public information period.

For minerals under sections C and D, exploration permits have a maximum duration of one year, which can be extended for an additional year.

Investigation permits have a maximum duration of three years, which can be extended for up to another three years, and in special cases for subsequent terms, if a previous assessment of the characteristics of the petitioner, the mining works (expected and already carried out) and the site has been carried out.

Exploration and investigation permits grant the holder priority rights to exploit the mining resources within the area defined in the permit.

5.4 Mining fees

Exploration and investigation permits, mining authorisations and concessions are subject to the payment of tax fees to the competent regional authorities. The amount of these fees varies depending on the autonomous community. In addition, the transfer, lease or levy of a mining right is also subject to the payment of an applicable tax fee.

5.5 Environmental decision and conduct of an environmental impact assessment

Depending on their characteristics, mining projects (for example, open pit mines when the total affected surface exceeds 25 hectares, or mining activities below the groundwater table) may be subject to an environmental impact assessment under Spanish Law 21/2013 of 9 December. Environmental impact assessments are conducted by specialised environmental authorities (usually regional authorities) and require a public information period and the publication in the official gazette of the final environmental impact statement.

In general terms, the environmental impact assessment procedure is included within the proceedings regarding the granting of the exploitation concession. As a result, exploitation concessions contain the environmental terms and conditions for conducting mining activities set out by the favourable environmental impact assessment.

Moreover, general environmental regulations, whether on water, soil, air emissions, natural spaces or species or any other aspect of environmental protection, are applicable to mining activities. As a result, depending on the circumstances at stake, obtaining of additional environmental permits may be due.

5.6 Environmental damage

Environmental restoration

Spanish Royal Decree 975/2009 of 12 June governs the management of mining waste and the environmental rehabilitation of the mining sites. Its purpose is to prevent or reduce (to the extent possible) the adverse effects on the environment and human health that the investigation and exploitation of mineral and other geological resources may cause.

According to this regulation, a restoration plan must be approved by the authorities as a condition to obtain a mining right. The restoration plan includes also the provisions for the final closure of the mining site. In addition, financial guarantees are required to ensure the compliance with these obligations.

Furthermore, Spanish Law 26/2007 of 26 October on environmental liability imposes the obligation to foresee, prevent and restore environmental damage in accordance with the precautionary and the polluter pays principles. This law obliges operators to take measures to avoid environmental damage and, where damage has been caused, to remedy it irrespective of the cost or of whether there has been any wrongdoing. The obligation to repair the environmental damage caused is legally enforceable until thirty years have passed.

Disciplinary proceedings

Mining regulations contain a sanctioning regime, which distinguishes between minor, serious and very serious offences. The penalties can consist of a fine up to EUR30,000 for minor offences, EUR300,000 for serious offences and EUR1 million for very serious offences. In addition, the expiration of the mining right may be declared in case of certain offences. Certain offences are linked with the causation of environmental damage or risk of such damage.

The sanctioning regime of environmental rules can also apply, such as those under the Law 22/2011 on waste and polluted soils, Spanish Law 26/2007 on Environmental Liability or Spanish Law 21/2013 of environmental assessment. Fines may be of up to €1.75 million for very serious infringements of Spanish Law 22/2011, of up to €2.0 million for very serious infringements of Spanish Law 26/2007 or of up to €2.4 million for very serious infringements of Spanish Law 21/2013. The imposition of sanctions may entail, in addition to the fine or other kind of sanctions, the obligation to repair the environmental damage caused.

Criminal or civil liability

Pursuant Spanish criminal code, legal entities can be criminally liable. In this respect, criminal liability may arise when a certain action (such as an extraction or an excavation) takes place without complying with applicable rules and, alone or in conjunction to another, cause a risk of serious damage to the environment. This cannot be contractually limited or excluded.

Tort offences can also arise if damages are caused to third parties.

Specific reference to uranium regulations

The European Treaty establishing the European Atomic Energy Community (" Euratom Treaty ") introduces an extremely comprehensive and strict system of safeguards to ensure that civil nuclear materials, such as uranium, are not diverted from the civil use declared. For that reason holders of nuclear materials must apply a high level of control over them.

For instance, under Article 52 of the Euratom Treaty, the ESA has " an exclusive right to conclude contracts relating to the supply of ores, source materials and special fissile materials coming from inside the Community or from outside ". According to Article 5 bis (d) of the Rules of the Supply Agency, as far as ores and source materials are concerned, a supply contract (including purchase, sale, exchange, loan/ exchange contracts) should, for the purpose of its conclusion, be submitted to the ESA for signature within ten working days from its signature by the parties other than the ESA.

As discussed above, radioactivity facilities require certain permits to be built and operate to be granted by the Ministry of Energy, Tourism and Digital Agenda, after favourable report from the NSC. The permits

required are three and facilities must obtain the three in order to operate: NSC I, NSC II and NSC III. The first two permits allow for the construction of radioactive facilities, while NSC III approval allows for the commencement of radioactive activities once the NSC has conducted a review that the mining facilities comply with the conditions set out in NSC I and NSC II.

On the other hand, based on its characteristics, radioactive waste is subject to specific legal treatment.

As per Article 37 of the Euratom Treaty, the European Commission must be notified of “ any plan for the disposal of radioactive waste in whatever form as will make it possible to determine whether the implementation of such plan is liable to result in the radioactive contamination of the water, soil or airspace of another Member State ”.

Furthermore, Spanish Royal Decree 102/2014 of 21 February, governs the responsible and safe management of radioactive waste. The purpose of this regulation is to minimize the amount of radioactive waste as well as to assure the proper management of the waste, especially in the long term. In general terms, the management of the radioactive waste and installations definitively closed is a public service carried out by a public entity (ENRESA). This notwithstanding, until the final closure of the radioactive installation, waste producers are responsible for the proper management of the radioactive waste.

On 24 May 2018, the Spanish Parliament’s Official Gazette published the inclusion of several political proposals within the report on the control of the Nuclear Safety Council’s activities. Among them, there is one related to the Retortillo Deposit requesting the Government to collaborate with the Portuguese authorities, guarantee environmental and public health protection, inform on the current status of the NSC II proceedings and to suspend the Retortillo Project.

The conclusions of the report are not biding nor do they have any legal consequence. Although it may evidence the existence of opposition to the Salamanca Project from certain political parties, it does not impede the development of the project as: (i) the Spanish Parliament is not involved in the Salamanca Project’s permitting proceedings; (ii) powers in the area of mining fall on regional authorities rather than on the Spanish Parliament; and (iii) the radioactivity and water permits which are granted by the national authorities are “ruled permits” (permisos reglados), meaning that they must be granted if the legal requirements are met and, as a result, they cannot be denied just on the basis of political considerations.

6 THE MARKET

6.1 The Market for Uranium

Globally, economic uranium deposits are relatively scarce, which means mining is concentrated to a few select countries. The most common method of uranium extraction is open pit mining due to the volume intensive nature of extraction. This is attributable to uranium ore mostly occurring at relatively low concentrations. The state of the world’s uranium market is almost wholly dependent on the global fortunes of the nuclear power generation industry. Over the past five years, the industry has displayed high volatility with global demand for uranium and prices plummeting following the Fukushima disaster in Japan in March 2011.

Prices

Unlike most other commodities, the uranium price does not trade on an open, liquid market. As such, buyers and sellers negotiate contracts privately so prices are published by independent market consultants. Contract pricing is mostly common on a long term supply basis among energy companies who require the long-term security of supply to justify development of new nuclear power plants, for example. Given this security, the long term supply contracts are priced at a premium to spot pricing. The historical uranium spot price discussed below is the U3O8 physical spot price obtained from Bloomberg.

Prior to the Fukushima nuclear power plant disaster in March 2011, uranium spot prices were beginning to gain momentum after a steady decline from project delays caused by the global financial crisis and issues with oversupply from production in Kazakhstan. The beginning of January 2011 had shown a significant spike in uranium spot prices as a result of expansion in Asia. Following a peak of US$73.0 per pound on 8 February 2011, uranium spot prices declined from 2012 to 2014 before climbing back to a high of US$39.63 per pound on 5 March 2015. Uranium spot prices averaged US$36.67 per pound throughout 2015 but

continued the longer term downtrend in 2016.

The heightened volatility in prices over this period is still said to be attributable to on-going environmental concerns and government restrictions resulting from the Fukushima nuclear disaster in 2011. The uranium spot price fell to a 12-year low of US$18.75 per pound in October 2016, and has averaged US$21.93 during 2018.

With the spot price dropping below US$18.75 per pound in October 2016, the near term recovery of uranium spot prices is unlikely however, there is a bullish long term outlook due to the lack of fossil fuel alternatives to provide stable baseload power. Chinese demand, resulting from a substantial new-build reactor program, is also expected to keep uranium supply in a deficit and place upward pressure on prices in the long term. The positive long term outlook for uranium is reflected in current long term contract pricing, which is generally trading at a $10-20 per pound premium over spot prices, and higher in some instances. Consensus Economics’ long term spot price projections as at October 2017 show a recovery to around US$42.73 per pound in 2021.

Uranium Production

Kazakhstan, Australia and Canada accounted for 72% of the world’s uranium production in 2016. Australia accounted for around 10% of global uranium production despite holding an estimated 31% of the world’s uranium deposits. This is a result of government restrictions on the development of new uranium mines.

Uranium demand is on the rise, with the Sendai Nuclear Power Plant in Japan reaching full production capacity in August 2015, despite being one of the 54 nuclear reactors to be shut down after the Fukushima disaster.

Global Outlook

The nuclear energy industry is on a steady recovery since the Japanese nuclear power plant crisis at Fukushima in March 2011, with Asian and Eastern European countries embracing nuclear power generation in view of reducing greenhouse gas emissions.

China’s government policy underpins its uranium consumption, as the Chinese government aims to have 80 gigawatts of nuclear electricity generating capacity in place and under construction by 2020. Japan, which closed its nuclear power plants for testing after the Fukushima disaster in early 2011, plans to restart its reactors over the coming years, further driving global supply.

Nuclear power offers a viable long term source of baseload energy over fossil fuels which are becoming scarcer. Following the November 2015 global climate summit in Paris which focused on moving towards cleaner energy, numerous countries throughout Africa are showing enormous potential as being the next uranium superpower with many international miners such as Rio Tinto Limited, Areva Holdings Australia Pty Ltd and ARMZ Uranium Holding Co. establishing operations there. It appears that demand outlook continues to improve. Japanese reactor restarts are well underway and the Chinese new build programme has new impetus. Around the world policymakers are increasingly recognising the combination of renewables and nuclear generated electricity as the pathway to a low carbon future with at least 57 reactors now under construction across the world.

Demand for uranium may increase as emerging economies look for alternative sources of energy. The rise in gas prices is also increasing the demand for alternative energy sources such as nuclear power, further increasing the demand for uranium.

Output volumes and uranium prices will be the main driver behind the industry’s performance throughout the next five years. Ongoing concerns about the environment, along with the continued expansion of nuclear energy generation throughout China and India is set to boost prices and encourage production for mining companies.

6.2 Marketing Strategy of the Company

The Group currently has 2.75Mlbs of U3O8 concentrate under long term contracts over the first six years of

production. For further information on these contracts see Section 14 of Part 6. Potential exists to increase annual contracted volumes further as well as extend the contracts by a total of 1.25Mlbs.

Across the portfolio, the average price (fixed and spot pricing) per pound of contracted and optional volumes is above US$42 per pound. This compares favourably with the current spot price of around US$22.75 per pound. The investment agreement signed with SGRF grants the fund the right to match future uranium offtake transactions. This right to match is subject to an annual cap (on a rolling 12-month basis) which cannot exceed the greater of 1Mlbs of U3O8 concentrate per annum or 20% of annual production.

With the financing agreement completed, the Company intends to increase its offtaking activity once the construction works authorisation (stage 2) at Retortillo has been awarded , and will participate in public and private offtake opportunities with global utilities, reporting regularly on progress. The Company was selected to present at the World Nuclear Fuel Cycle Conference in Madrid in April 2018. Following the conference, which was attended by utility companies from across the world, the Company hosted several major utilities on site to provide an update on progress made at the Salamanca Project.

7 STRATEGY

Berkeley’s strategic objective is to create long-term shareholder value by becoming a uranium producer in the near term, through the ongoing development and construction of the project.

To achieve its strategic objective, the Company currently has the following business strategies and prospects:

(i) Progress with seeking further offtake partners. The Company has maintained its preference to combine fixed and market related pricing across its contracts in order to secure positive margins in the early years of production whilst ensuring the Company remains exposed to potentially higher prices in the future;
(ii) Subject to the award of the urbanism licence and NSC II, advance the Salamanca Project through development phase into operation;
(iii) Continue to progress permitting and maintain the required licences to develop and operate the Salamanca Project;
(iv) Continue to explore the Company’s portfolio of tenements in Spain targeting further Zona 7 style deposits aimed at making new discoveries and converting some of the 29.6Mlbs of Inferred resources into the mine schedule with the objective of maintaining annual production at over 4Mlbs a year on an ongoing basis; and
(v) Assess other mine development opportunities at the Salamanca Project.

All of these activities are subject to inherent risks and the Berkeley Board is unable to provide certainty that any or all of these developments will be able to be achieved.

8 KEY STRENGTHS

Attractive Economies

The DFS confirms confirms attractive economies for the Salamanca Project (see Section 3.1.5 of Part 1 of

this document).

EU Funded Infrastructure Available

The Salamanca Project benefits greatly from the well-established EU funded infrastructure in the region with an initial capital cost of only US$93.8 million which is considered low by international standards for a project of this size.

The Salamanca Project is readily accessible by major roads and railways and is connected to the major sea port of Santander and airports at Salamanca and Madrid.

It has major electrical power connections, plenty of water and a strong demand for jobs in a region hit hard by unemployment. Water will be available from adjacent water courses and on-site sources such as pit dewatering bore holes and collection systems designed to capture rain and surface run-off water during the wet season.

On-site accommodation facilities are not required given the available labour sourced from nearby villages and from the city of Salamanca 70km away.

An on-site sulphuric acid plant is also not required as sulphuric acid is readily available from two regional smelters at very competitive rates.

Please refer to Section 3.1.5 of Part 1 above for further discussion on the DFS results.

Benefits to local community

The Company has invested more than €70 million developing the Salamanca Project over the past decade and plans to invest an additional €250 million over the life (14 year mine life) of the Salamanca Project. Beyond bringing employment to the local area, it is anticipated that the Salamanca Project will boost local businesses, improve schools and see other key services such as petrol stations return to the area.

As part of its commitment to reduce unemployment in the region, the majority of new staff required for early works will be recruited from the local villages of Retortillo and Villavieja. To date, the Company has received over 7,000 job applications just from residents of the Salamanca region alone; with 400 of those coming from villages surrounding the project and of those, over 110 from Villavieja alone The University of Salamanca has estimated that for this type of business there will be a multiplier factor of 5.1 indirect jobs for every direct job created, resulting in over 2,500 direct and indirect jobs being created as a consequence of the Company's investment in the area. Training courses for future employees have been oversubscribed and enthusiastically attended and will continue to run throughout the year ensuring that sufficient people from the local communities are qualified for jobs created during the construction and mining phases. Over 120 locals have attended courses organised by the Company and 25% of residents from the local area have applied for jobs. The Company currently has a work force of nearly 70 people and over a quarter of these have been recruited from towns in the immediate vicinity. It is expected that once in operation, the Salamanca Project may potentially create over 450 direct jobs within the Group.

The Company has signed co-operation agreements with local municipalities, demonstrating its commitment to fostering positive relationships with these communities. To date, through these agreements, the Company has provided Wi-Fi networks for local villages, built play areas for children, repaired sewage water plants, upgraded sports facilities, and sponsored various sporting events and local festivals. Following consultations with the residents of the local community a number of infrastructure improvements to neighbouring villages have been identified, which the Company is looking to progress in the coming months.

The Only Major New Uranium Mine being Developed in the World Today

The Salamanca Project, the only major uranium mine in construction in the world today, is scheduled to reach production as the market enters a supply/demand deficit that industry experts have called both fundamental and unavoidable.

The Company’s view is that the recent production cuts by Tier 1 producers, Cameco (in November 2017) and KazAtomProm (in December 2017), could be a turning point in the uranium market. Cameco’s suspension of production, the latest in a long line of production cuts, brings the total volume of uranium removed from the market in 2018 to 17Mlbs, about 12% of primary mine supply.

The Company believes nuclear utilities will now be considering whether they need to re-enter the market now to sign contracts from 2019 onwards, where there is significant uncovered requirements in the market.

As discussed above, the Salamanca Project is scheduled to reach production at the time when the market is in a supply/demand deficit where US utilities looking to re-contract will be competing with Chinese and Japanese reactor demand, which may lead to higher spot and term contract prices.

Available Inferred Resources

Exploration programmes targeting further Zona 7 style deposits across numerous key targets have been ongoing and are planned for the future.

A major soil sampling programme has been completed focusing on identifying additional targets with similar characteristics to the Zona 7 and Retortillo deposits. Over 2,200 samples were collected during the first phase of the geochemical sampling programme and twelve potential uranium targets have been identified using a combination of Ionic Leach™analysis (which allows for very high levels of detection of uranium and other economic minerals) and other methods. The process involved developing a fingerprint of the Zona 7 discovery (where a low radiometric anomaly existed) and the Retortillo deposit and looking for repetitions of these unique signatures in other areas of interest and then matching these with co-incident radon and geochemical anomalies and finally placed in a geological and structural setting.

The first part of the survey defined nine uranium anomalies in the Salamanca area, which have been divided into four high and five lower priority areas that have a combination of elevated uranium levels along with supporting multi-element signatures. The second part defined three anomalous areas for uranium in the Salamanca area, divided into two high priority areas and one lower priority area, all of which have a combination of elevated uranium levels and supporting multi-element signatures. These twelve uranium anomalous areas are currently being followed up to generate high priority drill targets.

During a second phase of the soil sampling programme completed recently, a further 1,600 soil samples were collected across the Salamanca Project and are also being analysed using the Ionic Leach™ technique.

The soil sampling programme will be supported by a radiometric surveying and radon ground concentration measures which, when combined with the actual soil samples, will enable the Company to plan a targeted drilling programme based on the wealth of geological data it has collected

The programmes are ultimately aimed at making new discoveries and also converting some of the 29.6Mlbs of inferred resources into the mine schedule with the objective of maintaining annual production at over 4Mlbs a year on an ongoing basis.

Experienced Board and Management Team

The Company has a strong and experienced Board with proven development experience. Its management team has significant expertise in the uranium industry and experience in Spain.

Committed to the highest environmental standards

The Salamanca Project is being developed to the highest international standards and the Company's commitment to the environment remains a priority. AENOR, the Spanish Association for Standardisation and Certification, recently re-awarded certificates to the Company in “sustainable mining and environmental excellence”. The Salamanca Project has been designed according to the very latest thinking on sustainable mining. The extraction and treatment areas will be continuously rehabilitated as operations progress and with minimum disturbance during operations. Once operations are complete, all areas utilised by the Company will be fully restored to an improved agricultural state. As part of the environmental licence over 30,000 young oak trees will be planted over an area of 75 to 100 hectares. The first 20,000 of these will be

planted in the nearby municipality of Vitigudino over an area of more than 500 hectares currently used by cattle farmers.

The Company has not been the subject of any environmental fines, investigations or proceedings and there are no such proceedings threatened or pending of which the Company is aware.

9 REASONS FOR THE LISTING

Given the geographic location of the Company’s flagship project in Europe and the size and maturity of the Company and its operations, the Directors consider that a listing on both the Main Board London Stock Exchange and the Spanish Stock Exchanges in addition to the Company’s existing ASX listing is appropriate to provide the Company with options for its future growth potential. The directors believe that such listings will provide increased liquidity for its investor base and provide access to significant new pools of capital including large Spanish institutional shareholders, mutual funds and pension funds as well as retail shareholders in Europe, many of which could not be accessed previously. Furthermore, the listings are expected to deliver a higher profile for the Company in European markets, including the potential for local Spanish ownership of the Company’s shares which is considered an important strategic consideration for the Company.

10 CONTROLLING SHAREHOLDER

The Company has no controlling shareholder(s).

11 SUMMARY FINANCIAL INFORMATION

The following information has been extracted from the financial information on the Group contained in Part 5 of this document.

Prospective investors should read the whole of this document and should not rely solely on this summary.

*Six month period* *ended 31 December* *2017 (Reviewed,* *Unaudited)* *Year ended 30 June* *2017 (Audited)* *Year ended 30 June* *2016 (Audited)* *Year ended 30 June* *2015 (Audited)* (A$) *(A$)* *(A$)* *(A$)*
Revenue 140,000 463,639 248,868 588,829 Profit (loss) from operations (40,714,000) (16,049,740) (13,641,054) (7,865,605) Profit (loss) before tax (40,714,000) (16,049,740) (13,641,054) (7,865,605) Profit (loss) for the year (40,714,000) (16,049,740) (13,641,054) (7,865,605)

12 CURRENT TRADING AND PROSPECTS

Since 30 June 2017, trading in relation to the current financial year has been in line with the Directors’ expectations and demonstrates continued progress in the development of the Group’s operations.

13 DIVIDEND POLICY

The Company currently does not have a dividend policy as the Directors do not intend to declare or pay a dividend in the short to medium term and if any dividend is to be paid it will be, subject to the Directors being satisfied, on reasonable grounds, that immediately after the payment of a dividend, the value of the Company's assets will exceed its liabilities and the Company will be able to pay its debts as and when they fall due. The Company has not paid a dividend during any of the financial years ended 30 June 2015, 30 June 2016 or 30 June 2017. The Directors only intend to commence the payment of dividends when it becomes commercially prudent to do so, if at all.

14 TAXATION

Further information on United Kingdom taxation, Spanish taxation and Australian taxation with regard to the

Ordinary Shares is set out in Part 4 of this document. All information in relation to taxation in this document is intended only as a general guide to the position in each of Australia, Spain and the United Kingdom. If you are in any doubt as to your own tax position, or are subject to tax in a jurisdiction other than Australia, Spain and the United Kingdom, you should consult your own independent professional adviser immediately.

15 CREST, CHESS AND IBERCLEAR

CREST is a paperless settlement procedure enabling securities to be evidenced otherwise than by a certificate and transferred otherwise than by a written instrument. The Constitution permits trading in Ordinary Shares to take place in uncertificated form.

The Company, through its Registrar in the United Kingdom, Computershare , has established a depository facility whereby Depository Interests, representing Ordinary Shares, are issued to Shareholders who wish to hold their Ordinary Shares in electronic form in CREST. Accordingly, settlement of transactions in Ordinary Shares following Admission will take place within the CREST system, if the relevant Shareholders so wish.

Current arrangements for the settlement of transactions in Ordinary Shares on the ASX pursuant to CHESS (the electronic settlement system operated by ASX Settlement in accordance with the ASX Settlement Rules) will continue to apply whilst the Company remains listed on the ASX.

Upon Spanish Admission the settlement of transactions in the Ordinary Shares, executed on the Spanish Stock Exchanges will be settled in accordance with the principles established by Iberclear and its participating entities, applicable to all companies listed on the Spanish Stock Exchanges. For details see also Section 5 of Part 6 of this Prospectus.

16 CERTAIN REQUIREMENTS CONNECTED WITH THE SPANISH STOCK EXCHANGES

Registration of the shares on the Spanish Stock Exchanges

The Company’s shares that are traded on the Spanish Stock Exchanges are in the form of book-entries, with a two-tier level registry: the keeping of the central book-entry register corresponds to Iberclear in Spain and the keeping of the detailed records corresponds to the participating entities in Iberclear. Iberclear is the Spanish central securities depository, which are cleared by BME Clearing, S.A., as central counterparty. This electronic trading system is similar to the CHESS system in Australia and the book-entries are evidence of beneficial ownership of the underlying shares in the Company and will be referred to as shares in the Company. To facilitate trading of shares in Spain, the Company has acquired an agreement with R4, a Spanish bank participant entity in Iberclear, for the purpose of enabling the registration of the Company’s shares on the Spanish Stock Exchanges. R4 is a Spanish investment bank. On behalf of R4, there will be an Australian custodian for the Company’s shares in Australia (the " Australian Custodian ") .

Description of the cross-border procedure – Australia (CHESS) to Spain (Iberclear)

In order to transfer shares from the Australian share register to Iberclear, an account must be established in an Iberclear participant under the name of the person opening a securities account. This can be done either:

(i) directly in R4, in which case the procedure outlined below must be followed:

The holder of the shares must instruct their broker or local custodian bank to have the shares transferred to the Australian Custodian. Upon receipt of confirmation from the Australian Custodian that the shares have been received, those shares will be blocked by the Australian Custodian and transferred to the holder´s account opened in Spain From that moment, all sales of those shares will only be carried out on the Spanish Stock Exchanges.

The information required by R4 to open an account is the following:

Non-resident natural person:

Copy of ID number/Passport/ NIE of all the integrant of the account (Account holder and authorise

signatures);

IBAN of another Spanish account or, failing this, a bank certificate of another bank out of Spain;
Tax certificate issued by the respective tax authorities;
Payslip or statement of tax income; and
Fill and sign several forms (mainly KYC),

Corporate:

Certificate of incorporation (deed) of the company, apostilled ( haag pastille ), including program of activities;
Tax identification card;
Tax certificate issued by the respective tax authorities;
List of authorised signatures, including possible restrictions, apostilled;
ID number or passport copies of the authorised signatures;
Last year annual accounts;
LEI Certificate and if there is going to be any operations with derivatives an Emir document needs to be completed and signed;
Bank reference i.e. another bank confirming the good standing of the company;
Spanish IBAN or a bank certificate of an European entity;
Form W-8BEN-E; if there is going to be any operations with US products; and
Fill and sign various forms (mainly KYC),

the book entries deposited in the participating entities in Iberclear will be registered in Iberclear and tradable on the Spanish Stock Exchanges. Iberclear´s registry process of the blocked shares will be executed by R4; or

ii) in another Spanish bank or through a nominee arrangement with an Iberclear registered custodian, in which case the procedure outlined below must be followed:

The holder of the shares must authorise the Iberclear participant to receive the shares and instruct their broker or local custodian bank to have the shares transferred to the Australian Custodian. Upon confirmation from the Australian Custodian that the shares have been received, those shares will be blocked by the Australian Custodian and transferred to the holder´s account opened in the Iberclear participant through an operating instruction executed by R4. From that moment, all sales of those shares will only be carried out on the Spanish Stock Exchanges.

Depending on the entity, the information requested for opening an account could vary.

The book entries deposited in the participating entities in Iberclear, will be registered in Iberclear and tradable on the Spanish Stock Exchanges. Iberclear´s registry process in respect of the blocked shares will be executed by R4.

Description of the cross-border procedure – UK (CREST) to Spain (Iberclear)

UK CREST participants submit an electronic request via CREST to withdraw Depositary Interests from CREST. This request also contains the instructions on how the shares are to be registered in Australia in preparation for their delivery into Spain.

The Depositary Interest withdrawal file is automatically delivered overnight to Computershare’s global transaction team in Australia (“ GT AU ”). GT AU are a direct participant in CHESS, and the relevant CHESS messages are created by GT AU to effect the transfer of shares by:

a) debiting the CHESS account of Computershare Clearing Pty Ltd (the Depositary Interest custodian) and:

b) crediting them to the holder on the Australian share register, following the instructions provided by the UK CREST participant.

At this point the shareholder can then request the Australian Custodian to initiate a message within CHESS to take delivery of the shares, and the shareholder also provides an instruction to allow R4 to inject the securities into Iberclear and deliver them to the holder’s account within Iberclear.

Alternatively, rather than register the shares in the holder’s name (prior to the delivery to the Australian Custodian), the CREST participant could request, when the Depositary Interest withdrawal occurs, that the shares are delivered directly (by GT AU via CHESS) to the Australian Custodian's CHESS account.

Title to the shares and shareholder rights

In accordance with market practice in Spain and system requirements of Iberclear and Spanish Stock Exchanges, investors will be registered in Iberclear as the legal owners of the book entries representing their shares registered in the Iberclear and the beneficial owners of the shares registered in Iberclear (the “ Iberclear Registered Shares ”). The Australian Custodian will however be regarded as the legal owner of the shares in Spain and investors registered as the beneficial owners of those shares will have to exercise all rights of ownership relating to the shares indirectly through the Australian Custodian as their “bare trustee”. Holders of shares will only be able to exercise voting rights and be entitled to receive dividends through the Australian Custodian. Exercising of other shareholder rights through the Australian Custodian and the custodian arrangement is limited. For example, if the shareholder wishes to attend and vote the shares in person, the shareholder will either need to receive a proxy from the Australian Custodian to attend the general meeting for the number of shares held by such shareholder or will need to transfer his holding from the Australian Custodian to the share register of the Company in Australia. In order to exercise full shareholder rights the shareholders must transfer their shareholding from the Australian Custodian to a registered holding on the Company's Australian share register, including if the shareholder wants to (i) request items to be included in a notice of meeting to be sent to shareholders or requisition a meeting (in accordance with the Australian Corporations Act); or (ii) commence legal proceedings against the Company in its capacity as shareholder.

The investors registered as owners in the Australian Custodian must look solely to the Iberclear participant for the payment of dividends, for the exercise of voting rights attached to the shares, and for all other rights arising in respect of the shares. The registrar agreement provides that whenever the Australian Custodian receives any notice, report, accounts, financial statements, circular or other similar document relating to the Company’s affairs, including notice of a shareholders’ meeting, the Iberclear participant shall ensure that a copy of such document is promptly sent to the investors registered as owners in Iberclear, along with any proxy form or other relevant materials.

PART 2 - DIRECTORS AND CORPORATE GOVERNANCE

1 DIRECTORS AND EMPLOYEES

1.1 Directors

Ian Peter Middlemas B.Com, CA

Chairman

Mr Middlemas is a Chartered Accountant, a member of the Financial Services Institute of Australasia and holds a Bachelor of Commerce degree. He worked for a large international Chartered Accounting firm before joining the Normandy Mining Group where he was a senior group executive for approximately 10 years. He has had extensive corporate and management experience and is currently a Director with a number of publicly listed companies in the resources sector.

Mr Middlemas was appointed a director of the Company on 27 April 2012.

Paul Campbell Atherley B.Sc, MAppSc, MBA, ARSM

Managing Director and Chief Executive Officer

Mr Atherley is a highly experienced senior resources executive with wide ranging international and capital markets experience. He graduated as mining engineer from Imperial College London and has held numerous senior executive and board positions during his career. He served as Executive Director of the investment banking arm of HSBC Australia where he undertook a range of advisory roles in the resources sector. He has completed a number of acquisitions and financings of resource projects in Europe, China, Australia and Asia.

Mr Atherley was based in Beijing from 2005 to 2015 and developed strong connections within Chinese business, industry bodies and senior government officials, including the most senior levels of the state owned energy companies. Until recently he was the Chairman of the British Chamber of Commerce in China, Vice Chairman of the China Britain Business Council in London and served on the European Union Energy Working Group in Beijing. He has been a regular business commentator on China and the resources sector, hosting events in Beijing and appearing on CCTV News and China Radio International as well as BBC, CNBC and other major news channels.

Mr Atherley is a strong supporter of Women in STEM and has established a scholarship which provides funding for young women to further their education in science and engineering.

Mr Atherley was appointed a director of the Company on 1 July 2015.

Nigel Hanson Jones MA OXON (Alumnus of London Business School where Mr Jones completed a Corporate Finance Programme)

Non-Executive Director

Mr Jones has thirty years’ experience in the international mining sector. He has considerable corporate development and marketing expertise, including being responsible for the negotiation of key uranium supply agreements for Rio Tinto.

Mr Jones spent two decades at Rio Tinto, where ultimately he held the position of Global Head of Business Development and prior to that Managing Director of Rio Tinto Marine, Head of Investor Relations and Marketing Director, Uranium.

Mr Jones was recently appointed as Head of Private Side Capital Markets at ICBC Standard Bank, the global markets subsidiary of ICBC Bank, which is the world's largest bank by assets.

He was appointed a director of the Company on 7 June 2017.

Adam Charles Woodward Parker MA.Chem (Hons), ASIP

Non-Executive Director

Mr Parker joined the Company after a long and successful career in institutional fund management in the City of London spanning almost three decades, including being a co-founder of Majedie Asset Management, which today manages assets of approximately £14 billion.

Mr Parker began his career in 1987 at Mercury Asset Management (subsequently acquired by Merrill Lynch and now part of BlackRock) and left in 2002 when he co-founded Majedie Asset Management.

He was instrumental in building Majedie Asset Management into the successful investment boutique that it is today. He managed funds including the Majedie UK Opportunities Fund, the Majedie UK Smaller Companies Fund and a quarter of the Majedie UK Focus Fund.

Mr Parker was appointed a director of the Company on 14 June 2017.

Robert Behets B.Sc (Hons), FAusIMM, MAIG

Non-Executive Director

Mr Behets is a geologist with over 25 years’ experience in the mineral exploration and mining industry in Australia and internationally. He was instrumental in the founding, growth and development of Mantra Resources Limited, an African focused uranium company, through to its acquisition by ARMZ for approximately A$1 billion in 2011. Prior to Mantra, Mr Behets held various senior management positions during a long career with WMC Resources Limited.

Mr Behets has a strong combination of technical, commercial and managerial skills and extensive experience in exploration, mineral resource and ore reserve estimation, feasibility studies and operations across a range of commodities, including uranium, gold and base metals. He is a Fellow of The Australasian Institute of Mining and Metallurgy, a Member of the Australian Institute of Geoscientists and was also previously a member of JORC.

Mr Behets was appointed a Director of the Company on 27 April 2012.

Deepankar Panigrahi MS, MBA

Non-Executive Director

Mr Panigrahi is an Investment Manager in the Private Equity division of the SGRF and 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.

Mr Panigrahi was appointed a director of the Company on 30 November 2017.

1.2 SGRF Nominee Director

On 30 November 2017, following shareholder approval, SGRF and the Company entered into the Investment Agreement for the issue of an interest-free and unsecured convertible note worth US$65 million which can be converted into Ordinary Shares in the Company at 50 pence per share upon commissioning of the mine, which at the Investment Agreement exchange rate of US$1:GBP0.7760 equates to approximately 100.880 million Ordinary Shares.

Under the Investment Agreement, SGRF has the right to nominate (subject to the nominee being suitably qualified to serve as a Director as required by applicable laws) one Director (" SGRF Nominee Director ") if SGRF holds at least 10% of the Ordinary Shares in the Company (“ 10% Threshold ”)

The 10% Threshold is calculated by determining the number of Ordinary Shares held by SGRF, its custodians, nominees, subsidiaries and affiliates on a diluted basis as if the Convertible Note had been

converted into Ordinary Shares and all SGRF Options have been exercised. However, for the purposes of the calculation of the 10% Threshold, convertible securities held by parties other than SGRF, its custodians, nominees, subsidiaries and affiliates are excluded.

Subject to SGRF satisfying the 10% Threshold, if any SGRF Nominee Director ceases to hold office for any reason, SGRF is entitled to nominate a replacement person to act as the SGRF Nominee Director. If SGRF satisfies the 10% Threshold, SGRF shall also be entitled to appoint one observer to the Board.

If the total number of Board members is equal to eight or more Directors, including the SGRF Nominee Director, SGRF will have the right to appoint a second SGRF Nominee Director on the same terms as above.

The Company will pay any SGRF Nominee Director such fees as are determined by the Company’s Remuneration and Nomination Committee.

Furthermore, the Company must not employ or promote internally any new executive level employee without the prior written consent of SGRF, with such consent not to be unreasonably withheld.

SGRF’s right to nominate directors of the Company ceases if it fails to satisfy the 10% Threshold. If this occurs, SGRF must cause its relevant nominee(s) to resign as a director(s) of the Company.

Mr Panigrahi was appointed as the SGRF Nominee Director on 30 November 2017.

1.3 Employees

The Group had the following full time equivalent consultants and contractors each of whom was based in the UK or Spain.

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2 CORPORATE GOVERNANCE
2.1 The Board

The Board represents shareholders' interests in continuing a successful business, which seeks to optimise medium to long-term financial gains for shareholders. By not focusing on short-term gains for shareholders, the Board believes that this will ultimately result in the interests of all stakeholders being appropriately addressed when making business decisions.

The Board is responsible for ensuring that the Company is managed in such a way to best achieve this desired result. Given the current size and operations of the business, the Board currently undertakes an active, not passive role.

The Board comprises the Chairman, four Non-Executive Directors and the Managing Director & Chief Executive Officer.

The Board is responsible for evaluating and setting the strategic directions for the Group, establishing goals for management and monitoring the achievement of these goals. The Chief Executive Officer is responsible to the Board for the day-to-day management of the Group.

The specific responsibilities of the Board include:

appointment, evaluation, rewarding and if necessary the removal of the Managing Director, and Chief Financial Officer (or equivalent), Non-Executive Director, Officers and senior management personnel;
in conjunction with members of the senior management team, to develop corporate objectives, strategies and operations plans and to approve and appropriately monitor plans, new investments, major capital and operating expenditures, use of capital, acquisitions, divestitures and major funding

activities;

establishing appropriate levels of delegation to the Executive Directors to allow them to manage the business efficiently;
monitoring actual performance against planned performance expectations and reviewing operating information at a requisite level, to understand at all times the financial and operating conditions of the Company;
monitoring the performance of senior management, including the implementation of strategy, and ensuring appropriate resources are available;
identifying areas of significant business risk and to ensure that the Company is appropriately positioned to manage those risks;
overseeing the management of safety, occupational health and environmental matters;
satisfying itself that the financial statements of the Company fairly and accurately set out the financial position and financial performance of the Company for the period under review;
satisfying itself that there are appropriate reporting systems and controls in place to assure the Board that proper operational, financial, compliance, and internal control processes are in place and functioning appropriately;
ensuring that appropriate internal and external audit arrangements are in place and operating effectively;
having a framework in place to help ensure that the Company acts legally and responsibly on all matters consistent with the code of conduct; and
reporting accurately to shareholders, on a timely basis.

The Board's role and the Group's corporate governance practices are being continually reviewed and improved as required.

The Board has delegated responsibilities for the day-to-day operational, corporate, financial and administrative activities of the Group to the Managing Director & Chief Executive Officer and subsequent to the financial year ended 30 June 2017, the Company formally established a remuneration and nomination committee (the " Remuneration and Nomination Committee "), comprised of three independent nonexecutive directors, being Mr Parker (as Chair), Mr Jones and Mr Behets.

The Remuneration and Nomination Committee is responsible for the determination of the Company’s compensation policy, reviewing the performance of the Company’s executives and key management personnel and reviewing the composition of the Board.

Under the Remuneration and Nomination Committee’s terms of reference, its principal functions are:

(a) to review and recommend to the Board the overall strategies in relation to executive remuneration policies;

(b) to review and make recommendations to the Board in respect of the compensation arrangements for the Managing Director, all other executive directors and all non-executive directors;

(d) to review and make recommendations to the Board in respect of all equity based remuneration plans;

(e) to review and make recommendations to the Board, in consultation with the Managing Director, the Company’s general approach to compensation and to oversee the development and implementation of the compensation regime;

(f) to review the composition of the Board and ensure that the Board has an appropriate mix of skills and experience to properly fulfil its responsibilities; and

(g) to ensure that the Board is comprised of directors who contribute to the successful management of the Company and discharge their duties having regard to the law and the highest standard of corporate governance.

The terms of reference further cover issues such as membership, voting arrangements and frequency of meetings, together with the requirements for quorum for and the right to attend meetings.

The Company does not currently have an audit or a risk committee. The functions normally performed by an audit committee are currently performed by the board as a whole, which includes members who have recent and relevant financial experience. However, as the size and nature of the Company’s activities change, this arrangement will be reviewed.

Details of the skills, experience and expertise relevant to the position of each Director who is in office at the date of this report, and their terms of office, are included in Section 1 of this Part 2.

In assessing the composition of the Board, the Directors have followed the ASX Corporate Governance Principles and Recommendations when assessing the independence of the directors which define an independent director to be a director who:

is a non-executive director;
holds less than 5% of the voting shares of the Company and is not an officer of, or otherwise associated directly or indirectly with, a shareholder of more than 5% of the voting shares of the Company;
within the last three years has not been employed in an executive capacity by the Company or another group member, or been a Director after ceasing to hold any such employment;
within the last three years has not been a principal of a material professional adviser or a material consultant to the Company or another group member, or an employee materially associated with the service provided;
is not a material supplier or customer of the Company or other group member, or an officer of or otherwise associated directly or indirectly with a material supplier or customer;
has no material contractual relationship with the Company or another group member other than as a Director of the Company;
has not served on the board for a period which could, or could reasonably be perceived to, materially interfere with the Director’s ability to act in the best interests of the Company; and
is free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the Director’s ability to act in the best interests of the Company

Materiality for these purposes is determined on both quantitative and qualitative bases. An amount which is greater than five percent of either the net assets of the Company or an individual director’s net worth is considered material for these purposes.

The board has assessed the independence status of the directors and has determined that there are four independent directors, being Messrs Middlemas, Behets, Parker and Jones.

The membership of the Board, its activities and composition is subject to periodic review. The criteria for determining the identification and appointment of a suitable candidate for the Board shall include quality of the individual, background of experience and achievement, compatibility with other Board members, credibility within the Group's scope of activities, intellectual ability to contribute to the Board duties and physical ability to undertake the Board duties and responsibilities.

Directors are initially appointed by the full Board subject to election by shareholders at the next annual general meeting. Under the Company's Constitution the tenure of directors (other than the managing director, and only one managing director where the position is jointly held) is subject to reappointment by shareholders not later than the third anniversary following his last appointment. Subject to the requirements of the Australian Corporations Act 2001, the Board does not subscribe to the principle of retirement age and there is no maximum period of service as a director. A managing director may be appointed for any period and on any terms the directors think fit and, subject to the terms of any agreement entered into, the Board may revoke any appointment.

2.2 ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations

The Company currently seeks and, following Admission will, to the extent practicable for a company of its size and nature, continue to seek to follow the ASXCGCs to the extent practicable for a company of its size and nature.

As at the date of this prospectus, the Company complies, except as disclosed below, with Australian corporate governance requirements applicable to a company listed on the ASX. The ASX Listing Rules require companies to either adopt the ASXCGCs or explain why they have not adopted a recommendation if they consider it inappropriate in the company’s circumstances:

*Provision of the ASXCGC*	*Company Position*

Information regarding election and re-	Berkeley carefully considers the character, experience,
election of director candidates	education and skillset of potential candidates for appointment
	to the Board and conducts appropriate background checks to
	verify the sustainability of the candidate, prior to their election.
	Based on the Company’s level of knowledge of the potential
	candidate, these may include checks as to the person’s
	character, experience, education, criminal record, and
	bankruptcy history. However, the Company did not comply with
	this recommendation during the 2017 year to the extent that
	it did not conduct criminal record checks for those Directors
	appointed during the year as the candidates were already well
	known to the Board.
	The Company has appropriate procedures in place to ensure
	that material information relevant to a decision to elect or re-
	elect a director, is disclosed in the relevant notice of meeting
	provided to shareholders. Director profiles are also included in
	the Director’s Report of the Company’s Annual Report.
	The Company’s Nominated Advisor, in connection with the
	admission to trading on AIM London Stock Exchange, did
	perform checks as outlined above for the potential candidates
	prior to appointment.
Diversity	The Company has not adopted a Diversity Policy, nor has it
	established measurable objectives for achieving gender
	diversity for the 2018 year.
	The Company remains committed to diversity and inclusion
	throughout all levels of the business. The Company recognizes
	that an inclusive and diverse workforce leads to increased
	productivity and better relationships with the communities in
	which we operate. The Company has been championing gender
	diversity over the past decade, as evidenced by the high number
	of women employed throughout the various levels of the
	Company.
	The Company recognises that a diverse and talented workforce
	is a competitive advantage and encourages a culture that

Provision of the ASXCGC
Company Position
embraces diversity. However, the Board considers that the
Company is not currently of a size to warrant the time and cost
of adopting a Diversity Policy and setting measurable objectives
for achieving gender diversity. The Board will review its position
and may adopt a Diversity Policy and develop measurable
objectives
when
the
Company’s
operations
increase
substantially.
At the date of this Statement, the Company has no female
directors and 1 senior female executive at the subsidiary level.
At the date of this Statement, the Company had 64 male and 19
female employees (including full-time equivalent employees).
Board reviews
The Board has not conducted a formal performance evaluation.
The size of the Board is relatively small and the Board believes
that a formal performance evaluation is not required at this point
in time and that that no efficiencies or other benefits would be
gained from a formal performance evaluation.
The Chairman is responsible for evaluating the Board and
informal discussions are undertaken during the course of the
year. As the Company grows and develops, it will continue
to consider the efficiencies and merits of a more formal
performance evaluation of the Board, its committees and
individual Directors.
Induction and professional development The Board does not have a formal program for inducting new
Directors and providing appropriate professional development
opportunities.
The Board has been structured such that its composition and
size will enable it to effectively discharge its responsibilities and
duties. Each Director has been appointed because they already
possess the relevant industry experience and specific expertise
relevant to the Company’s business and level of operations and
given the activities of the Company and their own experience do
not require the Company, given its size, to provide professional
development opportunities.
However, each new Director receives and commits to a letter
of appointment which includes details of the Company’s key
policies
and
processes
and
continuing
professional
development is expected of all Directors.
Directors are also entitled to seek independent professional
advice at the expense of the Company (subject to approval) as
may be reasonably required to assist them to carry out their
duties as a Director.
CEO and CFO certification of financial
statements
In respect of full year (annual report) and half year financial
reports, the Board has obtained a written declaration from the
CEO (or equivalent) and CFO (or equivalent) that, in their
opinion, the financial records of the Company have been
properly maintained and the financial statements comply with
the appropriate accounting standards and give a true and fair
view of the financial position and performance of the entity and
that the opinion is formed on the basis of a sound system
of risk management and internal control and that the system
is operating effectively in all material respects in relation to
financial reporting and material business risks.
However, the Board does not receive declarations from the
CEO (or equivalent) and CFO (or equivalent) in respect to the

*Provision of the ASXCGC*	*Company Position*	*Company Position*
	quarterly cash flow reports prepared and lodged in compliance
	with Appendix 5B of the Listing Rules, as these quarterly cash
	flow reports are considered by the Board:
	•	not to be a financial report or interim financial report as
		defined under Australian accounting standards; and/or
	•	not to be capable, as a standalone report, of giving a true
		and fair view of the financial position and performance
		of the Company, only its cash flows for the relevant reporting period.

Save for the above departures, the Company complies with the ASXCGCs.

3 SHARE DEALING CODE

In order to comply with the Market Abuse Regulations and the ASX Listing Rules, the Company has adopted Securities Trading Policy in relation to the Ordinary Shares.

The Securities Trading Policy applies to the PDMRs and employees of the Company.

Under the Securities Trading Policy, PDMRs and employees are prohibited from dealing in the Company’s securities if they have in their possession information that they know, or ought reasonably to know, is inside information. The Securities Trading Policy also provides prescribed closed periods (based around the release of material information, including results of feasibility studies, exploration and corporate activities) during which PDMRs and employees are prohibited from dealing in the Company’s securities. PDMRs and employees must obtain written clearance from an approving officer at least two business days prior to any dealings in the Company’s securities. The Company’s Remuneration Policy prohibits KMP/PDMRs from entering into arrangements to limit their exposure to securities in the Company granted as part of their remuneration packages.

PART 3 - OPERATING AND FINANCIAL REVIEW

The following operating and financial review should be read in conjunction with the financial information set out in Part 5 of this document and the other financial information relating to the Group included elsewhere in this document. This review contains forward-looking statements based on the current expectations and assumptions about the Group’s future business. Such statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forwardlooking statements are not guarantees of future performance. The actual investment performance, results of operations, financial condition and dividend policy of the Group, as well as the development of its financing strategies, may differ materially from the impression created by the forward-looking statements contained herein as a result of certain factors including, but not limited to, those discussed in the “Risk Factors” section of this document.

The selected financial information discussed in this Part 3 has been extracted from the financial information of the Group as at, and for the three financial years ended 30 June 2015, 2016 and 2017 and for the halfyear ended 31 December 2017, which were prepared in accordance with Australian Accounting Standards and IFRS. The financial statements for the years ended 30 June 2015, 2016, 2017 were audited by the Company’s independent auditors at the relevant time, Ernst & Young (in respect of the years ended 30 June 2016 and 30 June 2017) and Stantons International (in respect of the year ended 30 June 2015). The financial statements for the half-year ending 31 December 2017 are unaudited but were reviewed by Ernst & Young.

BUSINESS PERFORMANCE AND OPERATING AND FINANCIAL REVIEW

1 OVERVIEW

The Company is a high impact, clean energy company focused on bringing its wholly owned Salamanca Project into production.

The Salamanca Project is being developed in an historic mining area about three hours west of Madrid, Spain. Following recent ministerial approval, the Company has now received all the European Union and national level approvals required for the initial development.

Berkeley’s strategic objective is to create long-term shareholder value by becoming a uranium producer in the near term, through the ongoing development of the Salamanca Project.

To achieve its strategic objective, the Company currently has the following business strategies and prospects:

(i) Progress with seeking further offtake partners. The Company has maintained its preference to combine fixed and market related pricing across its contracts in order to secure positive margins in the early years of production whilst ensuring the Company remains exposed to potentially higher prices in the future;
(ii) Subject to the award of the urbanism licence and NSC II, advance the Salamanca Project through development phase into operation;
(iii) Continue to progress permitting and maintain the required licences to develop and operate the Salamanca Project;
(iv) Continue to explore the Company’s portfolio of tenements in Spain targeting further Zona 7 style deposits aimed at making new discoveries and converting some of the 29.6Mlbs of Inferred resources into the mine schedule with the objective of maintaining annual production at over 4Mlbs a year on an ongoing basis; and
(v) Assess other mine development opportunities at the Salamanca Project.

All of these activities are subject to inherent risks and the Berkeley Board is unable to provide certainty that

any or all of these developments will be able to be achieved

2 FINANCIAL RISK MANAGEMENT

The Group's principal financial instruments comprise receivables, payables, security deposits, other financial liabilities, cash and short-term deposits. The main risks arising from the Group's financial instruments are credit risk, liquidity risk, interest rate risk and commodity price risk.

The Group manages its exposure to key financial risks in accordance with the Group's financial risk management policy. Key risks are monitored and reviewed as circumstances change (e.g. acquisition of a new project) and policies are revised as required. The overall objective of the Group's financial risk management policy is to support the delivery of the Group's financial targets whilst protecting future financial security.

Given the nature and size of the business and uncertainty as to the timing and amount of cash inflows and outflows, the Group does not enter into derivative transactions to mitigate the financial risks. In addition, the Group's policy is that no trading in financial instruments shall be undertaken for the purposes of making speculative gains. As the Group's operations change, the Directors will review this policy periodically going forward.

The Board of Directors has overall responsibility for the establishment and oversight of the risk management framework. The Board reviews and agrees policies for managing the Group's financial risks as summarised below.

Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. This arises principally from cash and cash equivalents and trade and other receivables.

As the Salamanca Project is still at the development stage, there are no significant concentrations of credit risk within the Company. The carrying amount of the Company's financial assets represents the maximum credit risk exposure.

With respect to credit risk arising from cash and cash equivalents, the Company's exposure to credit risk arises from default of the counter party, with a maximum exposure equal to the carrying amount of these instruments. Where possible, the Company invests its cash and cash equivalents with banks that are rated the equivalent of investment grade and above. The Company’s exposure and the credit ratings of its counterparties are continuously monitored and the aggregate value of transactions concluded is spread amongst approved counterparties.

The Company does not have any significant customers and accordingly does not have significant exposure to bad or doubtful debts.

Trade and other receivables comprise trade receivables, interest accrued and GST refunds due. Where possible the Company trades only with recognised, creditworthy third parties. It is the Company’s policy that, where possible, customers who wish to trade on credit terms are subject to credit verification procedures. In addition, receivable balances are monitored on an ongoing basis with the result that the Company’s exposure to bad debts is not significant.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Board's approach to managing liquidity is to ensure, as far as possible, that the Company will always have sufficient liquidity to meet its liabilities when due.

Interest Rate Risk

As the Company does not currently have any bank facilities, the Company's exposure to the risk of changes in market interest rates relates primarily to the cash and short-term deposits with a floating interest rate.

These financial assets with variable rates expose the Company to cash flow interest rate risk. All other financial assets and liabilities, in the form of receivables and payables and available-for-sale investments are non-interest bearing.

The Company currently does not engage in any hedging or derivative transactions to manage interest rate risk.

Commodity Price Risk

The Company is exposed to commodity price risk. These commodity prices can be volatile and are influenced by factors beyond the Company's control.

Future serious price declines in the market value of U3O8 could cause development of, and any commercial production from, the Salamanca Project to be rendered uneconomical. Future production, if any, from the Company’s mineral properties will be dependent upon the prices of U3O8 being adequate to make these properties economic.

As the Company is currently engaged in the development and initial construction of the Salamanca Project and, no sales of commodities are forecast for the next 12 months, and accordingly, no hedging or derivative transactions have been used to manage commodity price risk.

3 CRITICAL ACCOUNTING JUDGEMENTS IN APPLYING THE COMPANY’S ACCOUNTING POLICIES

The preparation of the Company’s financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

In particular, the areas of estimation uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amounts recognised in the Company’s financial statements are described as follows:

Exploration and Evaluation Expenditure

Expenditure on exploration and evaluation is accounted for in accordance with the 'area of interest' method and with "AASB 6 Exploration for and Evaluation of Mineral Resources".

For each area of interest, expenditure incurred in the acquisition of rights to explore is capitalised, classified as tangible or intangible, and recognised as an exploration and evaluation asset. Exploration and evaluation assets are measured at cost at recognition. Exploration and evaluation expenditure incurred by the Group subsequent to acquisition of the rights to explore is expensed as incurred.

A provision for unsuccessful exploration and evaluation is created against each area of interest by means of a charge to the income statement.

Exploration and evaluation expenditure incurred by the group subsequent to the acquisition of the rights to explore is expensed as incurred, up to the costs associated with the preparation of a feasibility study

The recoverable amount of each area of interest is determined on a bi-annual basis and the provision recorded in respect of that area adjusted so that the net carrying amount does not exceed the recoverable amount. For areas of interest that are not considered to have any commercial value, or where exploration rights are no longer current, the capitalised amounts are written off against the provision and any remaining amounts are charged against profit or loss.

Recoverability of the carrying amount of the exploration and evaluation assets is dependent on successful development and commercial exploitation, or alternatively, sale of the respective areas of interest.

Impairment

Capitalised exploration costs are reviewed each reporting date to establish whether an indication of impairment exists. If any such indication exists, the recoverable amount of the capitalised exploration costs is estimated to determine the extent of the impairment loss (if any). Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in previous years.

Where a decision is made to proceed with development, accumulated expenditure is tested for impairment and transferred to development properties, and then amortised over the life of the reserves associated with the area of interest once mining operations have commenced. Recoverability of the carrying amount of the exploration and evaluation assets is dependent on successful development and commercial exploitation, or alternatively, sale of the respective areas of interest.

Share-Based Payments

Equity settled transactions:

The Group provides benefits to directors, employees, consultants and other advisors of the Group in the form of share-based payments, whereby the directors, employees, consultants and other advisors render services in exchange for shares or rights over shares (equity-settled transactions).

The cost of these equity-settled transactions is measured by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by an external valuer using a binomial model or Black-Scholes model.

In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions linked to the price of the shares of Berkeley (market conditions) if applicable.

The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (the vesting period).

The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects (i) the extent to which the vesting period has expired and (ii) the Group's best estimate of the number of equity instruments that will ultimately vest. No adjustment is made for the likelihood of market performance conditions being met as the effect of these conditions is included in the determination of fair value at grant date. The income statement charge or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that period.

No expense is recognised for awards that do not ultimately vest, except for awards where vesting is only conditional upon a market condition.

If the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any modification that increases the total fair value of the share-based payment arrangement, or is otherwise beneficial to the employee, as measured at the date of modification.

If an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award and designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were a modification of the original award, as described in the previous paragraph.

The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of earnings per share.

Foreign Currency Translation

Both the functional and presentation currency of Berkeley and the consolidated Group is currently Australian Dollars.

Each entity however in the Group determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency.

Transactions in foreign currencies are initially recorded in the functional currency at the exchange rates ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the balance sheet date.

All exchange differences in the consolidated financial report are taken to the income statement with the exception of exchange differences on intercompany loans which are not expected or planned to be repaid. These are taken directly to equity until the disposal of the net investment, at which time they are recognised in the income statement. Tax charges and tax credits attributable to exchange differences on those borrowings are also recognised in equity.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate as at the date of the initial transaction.

Where the functional currency of a subsidiary of Berkeley Energia Limited is not Australian Dollars the assets and liabilities of the subsidiary at reporting date are translated into the presentation currency of Berkeley at the rate of exchange ruling at the balance sheet date and the income statements are translated by applying the average exchange rate for the year.

Any exchange differences arising on this retranslation are taken directly to the foreign currency translation reserve in equity. On disposal of a foreign entity, the deferred cumulative amount recognised in equity and relating to that particular foreign operation is recognised in the Statement of Profit or Loss and Other Comprehensive Income.

4 THREE YEAR HISTORY

Summary Financial Statements

The following information has been extracted from the financial information on the Group contained in Part 5 of this document.

Prospective investors should read the whole of this document and should not rely solely on this summary.

	*Year ended 30 June*	*Year ended 30 June*	*Year ended 30 June*	*Half-year ended 31*	*Half-year ended 31*
	*2017 (Audited) (A$)*	*2016 (Audited) (A$)*	*2015 (Audited) (A$)*	*December 2017*	*December 2016*
				*(Reviewed)*	*(Reviewed)*
				*(A$)*	*(A$)*

Revenue	463,639	237,065	530,237	140,000	179,000
Other income	-	11,803	58,592	-	-
Exploration and	(11,045,135)	(9,213,493)	(6,677,550)	(7,817,000)	(4,440,000)
evaluation expenses
Corporate and	(1,750,862)	(1,348,966)	(894,444)	(824,000)	(607,000)
administrative
expenses
Business	(2,697,276)	(1,614,099)	(15,965)	(1,087,000)	(1,128,000)
development
expenses
Share-based	(1,020,106)	(1,713,364)	(866,475)	(267,000)	(513,000)
payment expense
Cost to issue	-	-	-	(2,697,000)	-
convertible note
Fair value	-	-	-	(24,868,000)	-
movements on non-
cash settled financial
liabilities

*Year ended 30 June* *2017 (Audited) (A$)* *Year ended 30 June* *2016 (Audited) (A$)* *Year ended 30 June* *2015 (Audited) (A$)* *Half-year ended 31* *December 2017* *(Reviewed)* *(A$)* *Half-year ended 31* *December 2016* *(Reviewed)* *(A$)*
Foreign exchange movements - - - (3,294,000) - Profit (loss) before tax (16,049,740) (13,641,054) (7,865,605) (40,714,000) (6,509,000) Income tax benefit (expense) - - - - - Profit (loss) for the year (16,049,740) (13,641,054) (7,865,605) (40,714,000) (6,509,000)

The following events have influenced the general development of Berkeley’s business over the past three completed financial years and the six months to 31 December 2017:

Year ended 30 June 2015 compared to year ended 30 June 2014

General overview

During the financial year ended 30 June 2015:

The Company announced an updated Inferred Mineral Resource Estimate for the Zona 7 deposit of 23.2Mt averaging 589 ppm U3O8 for a contained 30.1Mlbs of U3O8 at a lower cut-off grade of 200 ppm U3O8;
The Mineral Resource Estimate was updated in April 2015 incorporating additional drilling and sampling information from the 2014 drilling campaign. The MRE was classified as Measured (4.8Mt averaging 412 ppm U3O8for a contained 4.4Mlbs of U3O8), Indicated (11.7Mt averaging 349 ppm U3O8 for a contained 9.0Mlbs of U3O8) and Inferred (0.2Mt averaging 373 ppm U3O8 for a contained 0.1Mlbs of U3O8) and a total resource of (16.6Mt averaging 367 ppm U3O8 for a contained 13.5Mlbs of U3O8);
On 17 June 2015, Berkeley advised that it had appointed Mr Paul Atherley as Managing Director of the Company with effect from 1 July 2015. Mr Atherley was engaged under a consultancy deed and was issued the following Unlisted Options on 19 June 2015:
2,000,000 Unlisted Options exercisable at £0.15 each on or before 30 June 2018; and
2,000,000 Unlisted Options exercisable at £0.20 each on or before 30 June 2019.

The above Unlisted Options vested on commencement (1 July 2015) and the value of the Unlisted Options granted was estimated to be A$470,000. This value was expensed over the vesting period of the Unlisted Options. The fair value has been estimated as at the date of grant using a binomial option pricing model taking into account the terms and conditions upon which the options were granted.

The Company also issued Unlisted Options to key employees and consultants on 19 June 2015, including:
1,600,000 Unlisted Options exercisable at £0.15 each on or before 30 June 2018; and
1,600,000 Unlisted Options exercisable at £0.20 each on or before 30 June 2019.

The above Unlisted Options vested immediately. The value of the Unlisted Options granted to key employees and consultants was estimated at A$377,600 and this amount was expensed immediately. The fair value has been estimated as at the date of grant using a binomial option pricing model taking into account the terms and conditions upon which the Unlisted Options were granted

Revenue (decrease of A$295,060)

During the year to 30 June 2015, the Group’s revenue decreased to A$530,237, a decrease of A$295,060

from the financial year ended 30 June 2014, where revenue was A$825,297. This was due to a lower interest revenue earned on a smaller cash balance in 2015 compared to 2014 as a result of the cash spent on the Salamanca Project and other corporate and administrative expenses during the year ended 30 June 2015.

Other income (decrease of A$279,482)

During the year to 30 June 2015, the Group’s other income decreased to A$58,592, a decrease of A$279,482 from the financial year ended 30 June 2011, where other income was A$338,074. This was as a result of a decrease in an R&D Rebate received from the Australian government which was a reflection on less exploration activities and spend incurred during the 2015 financial year and an ongoing focus on cost control across all areas of the business.

Exploration and evaluation expenses (decreased by A$257,575)

The decrease in exploration and evaluation expenses for the year ended 30 June 2015 was a reflection on less exploration activities and spend incurred during the 2015 financial year and an ongoing focus on cost control across all areas of the business.

Corporate and administration expenses (decreased by A$102,208)

During the year ended 30 June 2015, the Groups corporate and administration expenses decreased by A$102,208 from A$996,652 in the 2014 financial year to A$894,444 which is a direct result of the cost control strategy implemented across all areas of the business

Share-based payments (increased by A$57,301)

The increase in share-based payments of A$57,301 in the financial year ended 30 June 2015 from A$809,174 in the 2014 financial year to A$866,475 is a direct result of the number of Unlisted Options that were issued at the end of 2015 as discussed above in the general overview section.

Loss before tax (increased by A$288,027)

The Group’s loss before tax for the financial year ended 30 June 2015 was A$7.866 million, an increase of A$288,027 from the year ended 30 June 2014 where the loss was A$7.534 million. This was primarily due to the decrease in revenue and other income offset by the increase in share-based payments as discussed above.

Income tax benefit (decrease of A$43,630)

For the financial year ended 30 June 2014, the Group recognised an income tax benefit of A$43,630 in relation to a tax expense recognised in the financial year ended 30 June 2013 for A$43,630 which was never actually paid due to a research and development rebate received by the Company in 2014 which offset the 2013 tax expense. In the 2015 financial year, the group had a taxable loss resulting in no tax expense or benefit being recognised.

Financial Position

At 30 June 2015, the Company had cash reserves of A$13.400 million, a decrease of approximately A$6.845 million from the position at 30 June 2014. This was as a result of the payments made to suppliers and employees during 2015 of approximately A$7.501 million offset by interest revenue and rebate income of A$0.656 million.

At 30 June 2015, the Company had net assets of A$28.359 million, a decrease of A$7.043 million compared with the position at 30 June 2014. This is consistent and largely attributable to the payments made to suppliers and employees in 2015, offset by interest revenue and rebate income as discussed in the preceding paragraph.

Year ended 30 June 2016 compared to year ended 30 June 2015

General overview

During the financial year ended 30 June 2016:

On 1 July 2015, Mr Paul Atherley commenced as Managing Director of the Company;
On 29 October 2015, Mr Dylan Browne was appointed Company Secretary of the Company;
On 4 November 2015, the Company released the results of an updated pre-feasibility study for the Salamanca Project, which also for the first time incorporated Zona 7 and transformed the economics of the Salamanca Project;
On 27 November 2015, following shareholder approval at a General Meeting, the Company changed its name to Berkeley Energia Limited;
In January 2016, an upgrade to the Zona 7 MRE was completed resulting in a 15% increase in grade.
On 10 May 2016, the Company announced a royalty and equity financing with major shareholder, RCF. The equity financing comprised of the issue of US$5 million worth of Ordinary Shares in the Company at a price of A$0.625 (£0.32) per share. RCF also agreed to provide an additional US$5 million though the sale of a 0.375% fully secured net smelter royalty over the project.

Revenue (decrease of A$293,172)

During the year ended 30 June 2016, the Group’s revenue decreased by A$293,172 from A$530,237 in the financial year ended 30 June 2015 to A$237,065. This was primarily due reduced average cash position from 30 June 2015 to 30 June 2016 and a general reduction in interest rates for the same period.

Other income (decrease of A$46,789)

During the financial year ended 30 June 2015, the Group’s other income was A$11,803 a decrease of A$46,789 from the previous financial year where other income was A$58,592. This was a result of less exploration and evaluation expenditure being eligible for the R&D rebate.

Exploration and evaluation expenses (increased by A$2.536 million)

The increase in exploration and evaluation expenses to A$9.213 million for the financial year ended 30 June 2015 (from A$6.678 million in the previous financial year) was due to the ramp of exploration activities at the Salamanca Project during the financial year which included delivering the updated pre-feasibility study for the Salamanca Project which incorporated Zona 7 and the drilling program which resulted in the increased mineral resource estimate for Zona 7.

Corporate and administration expenses (increased by A$454,522)

An increase in corporate and administration expenses of A$454,522 from A$894,444 during the 2015 financial year to A$1,348,966 in the 2016 financial year was a result of the hiring of key management including Mr Atherley as Managing Director and Mr Browne as Company Secretary. The Company also opened an office in London which resulted in additional corporate and administrative costs including the hiring of a number of staff members.

Business development expenses (increased by A$1.598 million)

For the year ended 30 June 2016, the Company had business development cost of A$1.614 million which includes the Groups investor relations activities including the hiring of a business development officer, conference fees, travel costs, broker fees, public relations and media related activities. In the 2015 financial year, as a result of a significant cost cutting exercise, the Company only incurred A$0.001 million of business development expenses.

Share-based payment expense (increased by A$0.847 million)

The increase in share-based payment expenses to A$1.713 million for the financial year ended 30 June 2016 (an increase of A$0.847 compared to the previous financial year) was due to the Group’s accounting

policy of expensing the fair value (determined using an appropriate pricing model) of incentive securities granted on a straight-line basis over the vesting period of the Unlisted Options and Performance Rights – in this case the 0.5 million Unlisted Options issued in the year ended 30 June 2016 were fully expensed in the financial year and 8.61 million Performance Rights granted in the 2016 financial year were expensed over their vesting period.

Loss before tax (increased by A$5.775 million)

The Group’s loss before tax for the financial year ended 30 June 2016 was A$13.641 million, an increase of A$5.775 million from the previous financial year’s loss before tax of A$7.866 million. This was primarily due to the increase in the overall operations of the business as discussed above.

Financial Position

At 30 June 2016, the Group had cash reserves of A$11.348 million, trade receivables of A$7.301 million and no debt.

The Group had net assets of $26.302 million at 30 June 2016 (30 June 2015: A$28.539 million), a decrease of approximately 7.8% compared with the previous year. This decrease is consistent with the reduced cash balance and is also attributable to the comprehensive loss for the year, comprising: (i) the current year’s net loss after income tax, and (ii) movement in reserves.

Year ended 30 June 2017 compared to year ended 30 June 2016

General overview

During the financial year ended 30 June 2017:

On 14 July 2016, the Company announced the results of the completed DFS which confirmed the Salamanca Project as potentially one of the lowest cost producers;
On 28 November 2016, the Company announced that it had signed a binding off-take agreement with Curzon, formerly Interalloys, for the sale of the first production from the Salamanca Project. An average price of US$42.43 per pound (fixed and spot pricing) of contracted and optional volumes was agreed between the parties. Please refer to Section 14.7 of Part 6 of this Prospectus for further details;
On 6 December 2016, the Company completed major land acquisitions at the Salamanca Project in order to accelerate the initial development infrastructure at the mine;
On 16 December 2016, the Company completed a placement of 53.6 million shares at an issue price of 45 pence per share, including to a number of London’s generalist blue chip institutions to raise gross proceeds of US$30 million;
On 20 December 2016, the Company announced that the order of the first major items for the crushing circuit which came in more than 20% below estimates from the DFS; and
On 17 March 2017, the Company announced additional high grade intersections below the Zona 7 deposit at the Salamanca Project which reported grades consistent with, or higher than, the average grade of the Zona 7 resource.

Revenue (increase of A$214,771)

During the year ended 30 June 2017, the Group’s revenue was A$463,639, an increase of A$214,771 from the financial year ended 30 June 2016 (where revenue was A$248,868). This was primarily due to a higher average cash position during the year ended 30 June 2017 (as a result of the completed share placement in December 2016) compared to the 2016 financial year which resulted in additional interest revenue earned.

Exploration and evaluation expenses (increased by A$1.832 million)

The increase in exploration and evaluation expenses to A$11.045 million for the financial year ended 30

June 2017 (up from A$9.213 million in the previous financial year) was due to the significant exploration and development activity conducted at the Salamanca Project during the 2017 financial year including completion of the DFS, commencement of the FEED, the ongoing drilling campaign for Zona 7, continuation of the road deviation works and powerline upgrade. The number of full time equivalent employees and consultants at the Salamanca Project also increased from 33 in 2016 to 83 in 2017.

Business development expenses (increased by A$1.083 million)

For the year ended 30 June 2017, the Company incurred business development cost of A$2.697 million compared to A$1.614 million expensed in the 2016 financial year. The additional costs mainly relate to the added expenditure relating to costs of delivering the offtake contracts, broker fees and the set-up of a digital marketing department including hiring of employees and engagement of a number of high quality consultants.

Share-based payment expense (decrease of A$0.693 million)

The decrease in share-based payment expenses to A$1.020 million for the financial year ended 30 June 2017 was due to the Group’s accounting policy of expensing the fair value (determined using an appropriate pricing model) of incentive securities granted on a straight-line basis over the vesting period of the Unlisted Options and Performance Rights on issued. The decrease in this expense of 0.693 million in the 2017 financial year compared to the year ended 30 June 2016 (A$1.713 million) is a direct result of less incentive securities on issue resulting in less of an expense.

Loss before tax (increased by A$2.409 million)

The Group’s loss before tax for the financial year ended 30 June 2017 was A$16.050 million, an increase of A$2.409 million from the previous financial year’s loss before tax of A$13.641 million. This was primarily due to the increase in the overall operations of the business as discussed above.

Financial Position

At 30 June 2017, the Group had cash reserves of A$34.815 million and no debt. This put the Group in an excellent financial position as the Company moves towards the development and construction of the Salamanca Project.

The Group had net assets of A$48.467 million at 30 June 2017 (30 June 2016: A$26.302 million), an increase of 84% compared with the previous year. This increase is consistent with the higher cash balance and increased property plant and equipment balance at 30 June 2017 compared to 30 June 2016. The increase is offset somewhat by the loss for 2017 which as discussed above was a result of increased operations for the Company.

Six months ended 31 December 2017 compared to six months ended 31 December 2016

General overview

On 6 July 2017, the Company announced that the capital cost for the construction of the Salamanca Project had reduced to €82.3 million (US$93.8 million), a 1% reduction over previous estimates, confirming the Salamanca Project's status as one of the lowest cost uranium mine developments in the world today;
On 12 July 2017, the Company announced that the primary crusher for the Salamanca Project had been delivered to site, marking a key milestone in the development of the Salamanca Project; and
On 30 November 2017, the Company completed an investment agreement with SGRF who agreed to invest up to US$120 million to fund the Salamanca Project through the issue of a US$65 million convertible note and the SGRF Options.

Revenue (decrease of A$39,000)

During the six months to 31 December 2017, the Group’s revenue was A$140,000 (a decrease of A$39,000 from the previous corresponding period, where revenue was A$179,000). This was primarily due to lower

interest rates for the year ended 31 December 2017 period compared to the corresponding previous period resulting in a decrease in interest revenue earned.

Exploration and evaluation expenses (increased by A$3.377 million)

The increase in exploration and evaluation expenses to A$7.817 million for the six months to 31 December 2017 from A$4.440 million during the previous corresponding period was due to expenses associated with the FEED and the installation of the crusher at site.

Business development expenses (decreased by A$41,000)

The decrease in business development expenses for the six months to A$1.087 million for the six months to 31 December 2017 (down from A$1.128 million in the previous corresponding period) which includes expenses relating to the Group’s investor relations activities was due less expenditure on digital marketing for the 6 months ended 31 December 2017 compared to the 6 months ended 31 December 2016.

Administration and corporate expenses (increased by A$217,000)

The increase in administration and corporate expenses to A$824,000 for the six months to 31 December 2017 (down from A$607,000 in the previous corresponding period) was due added costs for the 6 months ended 31 December 2017 associated with leasing of an office in London and the employment of a CFO which were not incurred in the six months ended 31 December 2016.

Share-based payment expense (decreased by A$246,000)

The decrease in share-based payment expenses for the six months to 31 December 2017 to A$267,000 (down from A$513,000 in the previous corresponding period) was primarily due to reversal of share-based expense on incentive securities which had their vesting period assumption modified at 31 December 2017.

Cost to issue convertible note (increase of A$2.697 million)

During the period ended 31 December 2017, as discussed above in the general overview, the Company issued a US$65 million convertible note and the SGRF Options. Legal, accounting and brokerage costs to issue the convertible note and SGRF Options amounted to A$2.697 million.

Fair value movements on non-cash financial liabilities (increase of A$24.868 million)

This includes the non-cash fair value movements of $24.868 million (31 December 2016: nil) for the convertible note and SGRF Options. As these securities have been accounted for as financial liabilities through profit and loss, these financial liabilities increase in size as the share price of the Company increase. With the share price increasing by over 22% since agreeing to issue the convertible note and SGRF Options to the end of 31 December 2017, the size of the fair value loss attributable to the financial liabilities has increased materially. As the convertible note and SGRF Options convert into shares, the liabilities will be reclassified to equity and will require no cash settlement by the Company.

Commercially, the intention of both SGRF and the Company prior to completing the convertible note transaction was to enter into an equity type deal. The Company has however complied with the accounting standards and accounted for the convertible note as a financial liability. Under the ASX Listing Rules, the convertible note and SGRF options are defined as equity securities.

Due to the conversion terms of the convertible note leading to the issuance of a variable number of ordinary shares in the Company in return for conversion of the convertible note, the Company is required under the accounting standards to account for the convertible note as a current financial liability at fair value through profit and loss, despite the Company having no obligation to extinguish the convertible note using its cash and cash equivalents.

Foreign exchange movements (increase of A$3.294 million expense)

During the period ended 31 December 2017, the Convertible Note and SGRF Options attracted a foreign exchange expense of A$1.372 million. A remaining expense of A$1.922 million was attributable to the US dollar cash on hand following the Company receiving the proceeds from the US$65 million convertible note.

Loss before tax (loss increased by A$34.205 million)

The Group’s loss before tax for the six months to 31 December 2017 was A$40.714 million, an increase of approximately A$34.205 million from the net loss for the previous corresponding period of A$6.509 million. This was primarily due to the non-cash fair value movements of the financial liabilities recognised in the period as discussed above.

Financial Position

As at 31 December 2017, the Company had cash reserves of A$105.375 million, compared to A$43.179 million as at 31 December 2016.

The Group had net assets of A$8.234 million at 31 December 2017 (31 December 2016: A$57.953 million), a decrease of 67% compared with 30 June 2017. This decrease is consistent and largely attributable to the recognition of the non-cash financial liabilities at fair value through profit and loss (the convertible note and SGRF Options).

5 SEGMENT REPORTING

The Group operates in one segment, being mineral development. This is the basis on which internal reports are provided to the Directors for assessing performance and determining the allocation of resources within the Group.

6 LIQUIDITY AND CAPITAL RESOURCES

At 31 December 2017, the Group had cash reserves of A$105.375 million (30 June 2017: A$34.815 million).

Outlined below are details of the funds raised by the Company from 1 July 2013 to the Latest Practicable Date:

Date:
*Date*	*Details*	*Issue Price (A$)*	*Number of Ordinary*
			*Shares (#)*
22 Dec 2015	Exercise of Unlisted	0.475	500,000
	Options
19 May 2016	Ordinary Share	0.625	11,011,700
	Placement
19 May 2016	Exercise of Unlisted	0.45	500,000
	Options
17 Jun 2016	Exercise of Unlisted	0.45	5,000,000
	Options
9 Nov 2016	Ordinary Share	0.73	35,712,381
	Placement
16 Dec 2016	Ordinary Share	0.77	17,869,572
	Placement
23 Dec 2016	Exercise of Unlisted	0.25	100,000
	Options
23 Dec 2016	Exercise of Unlisted	0.33	100,000
	Options
18 May 2018	Exercise of Unlisted	0.44	150,000
	Options

On 30 June 2016, the Company completed the sale of a 0.375% fully secured net smelter royalty to major shareholder, RCF, for US$5 million. Please refer to Section 14.3 of Part 6 for further information on the royalty.

On 30 November 2017, the Company issued a US$65 million convertible note to SGRF. Please refer to

Section 14 of Part 6 for further information on the convertible note.

As at the Latest Practicable Date, the Group had consolidated cash balances of approximately A$100,038,963 million.

6.1 Cash Flows

Set out below are details of the Group’s cash outflows for the financial years ended 30 June 2017, 2016 and 2015 and the six month period ended 31 December 2017. The financial information below has been extracted without material adjustment from the Group’s historical financial information for the financial years ended 30 June 2017, 2016 and 2015 and the six month period ended 31 December 2017 as set out in Part 5 of this document.

	*Year ended 30 June*	*Year ended 30 June*	*Year ended 30 June*	*Half-year ended 31*	*Half-year ended 31*
	*2017 (Audited)*	*2016 (Audited)*	*2015 (Audited)*	*December 2017*	*December 2016*
				*(Reviewed)*	*(Reviewed)*
	*(A$)*	*(A$)*	*(A$)*	*(A$)*	*(A$)*

Net cash flow from	(12,240,232)	(11,277,472)	(6,819,976)	(10,001,000)	(7,127,000)
operating activities
Net cash flow from	(1,603,940)	(346,679)	(64,260)	(550,000)	1,432,00
investing activities
Net cash flow from	37,538,661	9,574,681	-	83,126,000	37,514,000
financing activities
Cash and cash	11,348,057	13,398,617	20,245,401	34,815,000	11,348,000
equivalents at the
beginning of the
period
Net foreign	(227,575)	(1,090)	37,452	2,015,000	12,000
exchange
differences
Cash and cash	34,814,971	11,348,057	13,398,617	105,375,000	43,179,000
equivalents at the
end of the period

Net cash flow from operating activities

The net cash flow from operating activities is primarily attributable to payments made to Group suppliers and employees in relation to operating activities which includes exploration and evaluation activities, and any business development and administration functions supporting the Company and the project, plus any interest revenue or rebate income.

The net outflow from operating activities for the financial year 30 June 2015 decreased by approximately A$0.489 million from the previous financial year primarily due to a decrease in payments made to suppliers and employees of approximately A$0.892 million as a result of the cost cutting strategy implemented in the 2015 financial year. There was also a decrease in interest revenue received of approximately A$0.125 million due to lower interest rates and average cash held by the Group in 2017. Rebate income also fell by A$0.279 million compared to the 2014 financial year on account of less exploration and evaluation expenditure being eligible for the rebate.

In the financial year ended 30 June 2016, the Company incurred increased expenditure from suppliers and employees in relation to the exploration and development activities conducted at the project in 2016 which amounted to approximately A$4.102 million additional expenditure. Interest revenue continued to decrease and did so by A$0.307 million as cash on hand decreased along with operational spend. The net cash outflow incurred on operating activities increased in total by approximately A$4.457 million.

In the year ended 30 June 2017, the Company continued with its exploration and development activities at the Salamanca Project as discussed above. As a result, there was an increase in payments made to suppliers and employees of approximately A$1.121 million. Interest revenue increased by A$170,672 on account of the higher average cash position during the 2017 financial year. Overall the net cash outflow incurred on operating activities increased by approximately A$0.963 million.

For the 6 months from 1 July 2017 to 31 December 2017, the company progressed with its development activities at the Salamanca Project resulting in a net cash outflow from operating activities of approximately A$10.001 million, an increase of A$2.874 million from the previous corresponding period where the net cash outflow from operating activities was A$7.127 million.

Net cash flow from investing activities

The net cash flow from investing activities is generally attributable to the payments to acquire exploration projects/tenements and property, plant and equipment.

For the year ended 30 June 2015, the Company incurred a cost in relation to acquiring tenements at the Salamanca Project of A$4,575, a decrease of A$103,543 compared to the 2014 financial year which was due to costs related to the Zona 7 licences in 2014. The Company also purchased A$59,592 worth of property, plant and equipment at the project which was A$14,492 less than in the 2014 financial year. Overall the net cash outflow from investing activities decreased by $117,675 in 2015 compared to 2014.

For the year ended 30 June 2016, a small outlay of A$12,050 was incurred for the acquisition of some minor tenements at the Salamanca Project (compared to A$4,575 in the 2015 financial year). In 2016, with the land acquisition programme beginning at the Salamanca Project, purchases of property, plant and equipment increased by some 460%, or A$274,944, compared to the year ended 30 June 2015 as a result. In the 2016 financial year, the total net cash net cash outflow from investing activities increased some A$282,419 in 2016 compared to 2015.

For the year ended 30 June 2017, as the Company did not acquire any additional tenements at the Salamanca Project, there were no costs incurred for exploration acquisition costs. This resulted in a decrease in exploration acquisition costs of A$12,050 in 2017 compared to 2016. Payments for property, plant and equipment increased substantially from A$0.335 million in 2016 to A$8.135 million in 2017. This was due to development activities significantly progressing at the Salamanca Project including the ongoing land acquisition, road deviation and powerline realignment costs and office fit out costs in London. These costs were offset by the receipt of A$6.531 million from the 0.375% sale in royalty for the Salamanca Project to RCF (in 2016 the Company received nil). As a result, the net cash outflows in 2017 increased by A$1.257 million compared to 2016.

In the 6 months from 1 July 2016 to 31 December 2017, the Company purchased property, plant and equipment amounting to A$550,000 as it continued with its land acquisition program plus updating the Spanish office server and accounting software .

Net cash flow from financing activities

Cash from financing activities is principally derived from the issue of Ordinary Shares offset by payments made in relation to share issues costs such as professional, broker and advisory fees.

For the years ended 30 June 2015 and 2014, the Company did not issue any shares and as a result no funds were raised and no shares issue costs were incurred.

During the year ended 30 June 2016, the Company issued approximately 11.0 million Ordinary Shares in a placement to RCF to raise gross proceeds of approximately A$6.875 million. The Company also issued 6.0 million Ordinary Shares on the exercise of 6.0 million Unlisted Options to raise a further A$2.719 million. Share issue costs in relation to the shares issued during the financial year amounted to A$0.002 million.

In the 2017 financial year, the Company completed an institutional placement and issued a total of approximately 53.6 million Ordinary Shares to raise gross proceeds of approximately A$39.7 million. Upon the exercise of 0.2 million Unlisted Options, the Company issued 0.2 million Ordinary Shares to raise a further A$0.005 million. The funds raised were offset by share issue costs of A$2.2 million.

For the 6 months from 1 July 2017 to 31 December 2017, the Company did not receive any proceeds for the issue of Ordinary Shares however, on completion of the investment agreement with SGRF, the Company received approximately A$85.8 million in return for the Company issuing the US$65 million convertible note to SGRF (as detailed in Section 14 of Part 6). These funds were offset by convertible note issuance costs of approximately A$2.70 million.

6.2 Short Term and Long Term Capital Resources

At 31 March 2018, the Company had cash reserves of A$99.8 million (31 December 2017: A$105.4 million).

The Company does not have any debt but it did issue the Convertible Note to SGRF on 30 November 2017, which for accounting purposes has been accounted for as a financial liability despite the Company having no obligation to extinguish the Convertible Note using its cash and cash equivalents. Please refer to note 9 of the financial statements for the six month period ended 31 December 2017 in Part 5 for further information.

Overall, the Company defines its capital as total equity of the Company. The Company manages its capital to ensure that entities in the Company will be able to continue as a going concern while financing the development of its projects through primarily equity based financing. The Board's policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business.

6.3 Borrowing Requirements and Funding Structure

The Company has no requirement to borrow any funds at this point in time and in the immediate future.

6.4 Restrictions on Use of Capital Resources

The Company is not subject to externally imposed capital requirements.

6.5 Anticipated Sources of Funds for Future Investments and Fixed Assets

Given the stage of development of the Company, the Board's objective is to fund the development of the Salamanca Project, which will be funded primarily out of its cash reserves and potentially through the exercise of Unlisted Options and SGRF Options (if exercised) or will be dependant on alternative funding.

7 CAPITALISATION AND INDEBTEDNESS

Capitalisation

The table below sets out the capitalisation of the Group as at 31 March 2018. The capitalisation figures have been extracted from the Company's unaudited first quarter results 2018.

	*As at 31 March 2018(A$)*
Description
Total current debt
- Guaranteed	-
- Secured	-
- Unguaranteed/unsecured	-

Total non-current debt (excluding current portion of long-term debt)
- Guaranteed	-
- Secured	-
- Unguaranteed/Unsecured	-

Total indebtedness	-

Shareholder’s equity(1)
a. Share Capital	168,068,000
b. Legal Reserve	571,000
c. Other Reserves	-

(1) Shareholder’s equity does not include accumulated losses

There have been no material changes to the capitalisation of the Group since 31 March 2018.

Indebtedness

The table below sets out the indebtedness of the Group as at 31 March 2018. The indebtedness figures have been extracted from the Company's unaudited first quarter results 2018.

	*As at 31 March 2018(A$)*
Description
Cash and Cash Equivalents	98,801,000
Other	-
Liquidity	98,801,000

Current Financial Receivable	2,180,000

Current Bank Debt	-
Current Portion of Non-Current Debt	-
Other Current Financial Debt	(5,668,000)

Net Current Financial Indebtedness	95,313,000

Non-Current Bank Loans	-
Bonds Issued	-
Other Non-Current Loans	-

Non-Current Financial Indebtedness	-

Net Financial Indebtedness	95,313,000

The Group had no indirect or contingent financial indebtedness as at 31 March 2018.

PART 4 - TAXATION

1 TAXATION

This section of the prospectus provides general information on the Australian and UK income tax, Goods & Services Tax and stamp duty consequences that may arise for certain Shareholders in respect of holding and disposing of Ordinary Shares in the Company. Shareholders should not rely on these comments as advice in relation to their own particular tax affairs. It is strongly recommended that Shareholders supplement this general information by obtaining specialist tax advice on the consequences of holding and disposing of Ordinary Shares in their own particular circumstances.

This information is based on tax legislation, judicial interpretation and administrative practices of the revenue authorities in Australia and the UK as at the date of this prospectus. The consequences of holding and disposing of Ordinary Shares in the Company may therefore be different if the legislation is amended, the courts change their interpretation or the relevant revenue authority changes its practice.

General

The Company is incorporated in Australia and currently conducts its affairs in such a way that it is regarded as a resident of Australia for tax purposes. The summary below is prepared on the assumption that the Company will remain resident in Australia for these purposes.

1.1 Tax Residence

Provided that the Company is centrally managed and controlled in Australia it will be a resident of Australian for tax purposes and will not be resident in the United Kingdom for the purpose of the United Kingdom’s domestic law. The summary below is prepared on the assumption that the Company will remain resident in Australia for these purposes.

2 AUSTRALIAN TAXATION

The following comments are based on the provisions of the Income Tax Assessment Act 1936 and the Income Tax Assessment Act 1997 and current tax authority rulings and practice.

The following is intended only as a descriptive summary and does not purport to be a complete analysis of all of the potential Australian tax implications of owning and disposing of Ordinary Shares. The specific tax position of each Shareholder will determine the applicable Australian income tax implications for that Shareholder and we recommend each Shareholder consult their own tax adviser concerning the implications of receiving dividends and owning and disposing of Ordinary Shares.

2.1 Acquisition & Disposal

2.1.1 Australian Resident Shareholders

The taxation treatment on the disposal of Ordinary Shares will depend upon whether the shares are held on revenue or capital account. This will be a question of fact and each investor will need to consider its own circumstances.

Australian resident Shareholders who trade in Ordinary Shares as part of the ordinary course of their business would hold their shares on revenue account. These Shareholders will be required to include the profit arising from the disposal of their Ordinary Shares in their assessable income. Conversely, a loss arising from the disposal of Ordinary Shares on revenue account may be allowed as a deduction from assessable income. Shareholders who include profit made on the disposal of their Ordinary Shares in their assessable income (or include their loss arising on the disposal of their Ordinary Shares as an allowable deduction) should not be assessed for tax under the capital gains tax provisions but under the ordinary income tax provisions of the Income Tax Assessment Act 1997.

Generally, all other Australian resident Shareholders will hold their Ordinary Shares on capital account. These Australian resident Shareholders should consider the impact of Australian capital gains tax rules on

the disposal of their Ordinary Shares.

An Australian resident Shareholder will derive a capital gain where the proceeds received on disposal exceed the cost base of an Ordinary Share for capital gains tax purposes. Similarly, a Shareholder will incur a capital loss on the disposal of an Ordinary Share where the disposal proceeds received are less than the reduced cost base of the Ordinary Share for capital gains tax purposes. Capital losses can only be used to offset current year capital gains or carried forward to offset future capital gains (providing any required loss recoupment tests are satisfied, where applicable). They cannot be used to reduce non capital income.

A Shareholder acquires an Ordinary Share on the date the Ordinary Share is issued or transferred. The cost base of an Ordinary Share acquired is generally the amount the Shareholder pays to acquire the Ordinary Share plus any associated costs incurred, including, for example, brokerage.

Where an Australian resident Shareholder has held the Ordinary Share as a capital asset for at least 12 months the capital gain (after applying any capital losses) may also be reduced by the general capital gains tax discount concession for particular Shareholders. The discount percentage for individual and trusts is 50.0%, and for complying superannuation funds and, in certain circumstances, life insurance companies is 33.3%. Corporate Shareholders and non-Australian resident individual Shareholders are not eligible for the general capital gains tax discount concession.

Any net capital gain (after recoupment of capital losses) is then included in the Shareholder’s assessable income. The tax payable will be dependent on the type of Shareholder based on their marginal tax rates.

2.1.2 Non – Australian Resident Shareholders

Where non-Australian resident Shareholders hold Ordinary Shares on revenue account, the profits on the sale of the Ordinary Shares may be required to be included in the Shareholder’s assessable income. This is subject to the application of any relief under Australia's double tax treaties, which may exclude such profits from Australian taxation.

Generally, all other non-Australian resident Shareholders will hold their Ordinary Shares on capital account. These non-Australian resident Shareholders should consider the impact of Australian capital gains tax rules on the disposal of their Ordinary Shares.

Under the existing law, a resident of a non-Australian country disposing of shares in an Australian company should not be subject to capital gains tax in Australia, subject to the following two exceptions:

(a) shares are held as part of a trade or business conducted through a permanent establishment in Australia; or
(b) shares are held in a company where:
(i) the shareholder and its associates hold (or have held for a 12 month period during the last 24 months) an interest of 10% or more in the issued capital of the company; and
(ii) more than 50% of the value of the company’s assets are attributable to Australian real property (see definition below).

Australian real property includes real property situated in Australia (including a lease of land, if the land is situated in Australia) or a mining, quarrying or prospecting right (to the extent that the right is not real property), if the minerals, petroleum or quarry materials are situated in Australia.

2.2 Dividends

Broadly, dividends paid on Ordinary Shares may be “franked” or “unfranked”. Franked dividends have franking credits attached. These credits represent underlying Australian corporate tax that has been paid on the profits distributed. To the extent a dividend is “unfranked” no franking credits are attached.

The residency status of the Shareholder, and whether a dividend is franked or unfranked, will have different income tax implications as set out below.

2.2.1 Australian Resident Shareholders

Australian resident Shareholders will include dividends received, together with any attached franking credits, in their assessable income. The Australian resident Shareholder will then be entitled to a franking tax offset equal to the amount of franking credits attached to the dividend.

Generally, to be eligible for the franking credit or franking tax offset, the Shareholder must have held the shares at risk for 45 days (not counting the day of acquisition or disposal). However, this rule should not apply where the tax offset entitlement does not exceed A$5,000 in respect of all dividends received during the income year in which the dividend is paid.

Individual Shareholders and complying superannuation funds may receive a tax refund to the extent the franking tax offset exceeds their tax liability for the income year.

For a corporate entity, where the franking tax offset exceeds the company's tax payable for an income year, the balance of the tax offset may be grossed up and carried forward as a tax loss that can be used to reduce taxable income in the future years. The receipt of a franked dividend will also generally give rise to a credit in the corporate entity’s franking account to the extent the dividend is franked.

2.2.2 Non - Australian Resident Shareholders

Fully franked dividends paid to Non-Australian resident shareholders are generally not subject to withholding tax. Dividends that are not fully franked dividends will be subject to withholding tax on the unfranked portion, except to the extent that the dividend is declared to be “conduit foreign income” (in essence income and gains that have a foreign source from an Australian perspective which would include dividends received from non-Australian subsidiaries).

To the extent unfranked dividends are not paid out of conduit foreign income, dividend withholding tax will apply at the rate of 30% (unless a lower withholding tax rate applies under a double tax treaty).

For example, in the case of residents of the UK, the rate is generally reduced to 15% under the Australia - UK double tax treaty (this rate may differ in certain circumstances).

The Company will send shareholders statements that indicate the extent to which dividends are franked, paid out of conduit foreign income, and the amount of tax (if any) withheld by the Company.

A non-Australian resident holder of Ordinary Shares (who is not also a tax resident of Australia and who does not hold Ordinary Shares as a business asset through a permanent establishment in Australia) with no other Australian source income is not required to file an Australian tax return.

2.3 Australian Stamp Duty

While the Ordinary Shares remain quoted on the ASX or LSE, the acquisition or disposal of Ordinary Shares will not have any stamp duty implications in Australia.

Australian stamp duty however may arise if a person, together with related persons, acquires a significant interest in the company (90% or greater interest) while the company is listed on the ASX or the LSE.

2.4 Australian Goods and Services Tax (GST)

While the Ordinary Shares remain quoted on the ASX or LSE the acquisition or disposal of Ordinary Shares should not have any direct GST implications in Australia.

Shareholders who are registered for GST will need to consider their individual circumstances as to whether they are entitled to claim input tax credits for GST incurred on expenses related to acquiring or disposing of Ordinary Shares.

2.5 Other Matters

Australian Resident Shareholders will generally be required to notify the Company of their tax file number (or Australian Business Number if carrying on an enterprise) in respect of Ordinary Shares held. Failure to

do so may result in the Company being required to withhold tax at the top marginal individual rate including Medicare levy (currently 47%). The Shareholder will however be entitled to a credit or refund in their tax returns to the extent of the tax withheld.

3 UNITED KINGDOM TAXATION CONSIDERATIONS

The following statements are intended only as a general guide to certain UK tax considerations and do not purport to be a complete analysis of all potential UK tax consequences of acquiring, holding or disposing of Ordinary Shares. The following statements are based on current UK legislation and what is understood to be the current practice of HMRC as at the date of this Prospectus, both of which may change, possibly with retroactive effect. They apply only to Shareholders who are resident (and in the case of individual Shareholders, domiciled) for tax purposes in (and only in) the UK (except insofar as express reference is made to the treatment of non-UK residents), who hold their Shares as an investment (other than under an individual savings account), and who are the absolute beneficial owners of both their Shares and any dividends paid on them. The tax position of certain categories of Shareholders who are subject to special rules (such as persons acquiring Ordinary Shares in connection with employment, dealers in securities, insurance companies and collective investment schemes) or trustees and beneficiaries as regards shares held in trust is not considered.

Any person who is in any doubt about their taxation position or who may be subject to tax in a jurisdiction other than the UK are strongly recommended to consult their own professional advisers.

3.1 United Kingdom Taxation of Chargeable Gains

3.1.1 UK tax resident Shareholders

If a Shareholder sells or otherwise disposes of all or some of the Ordinary Shares, they may, depending on his circumstances and subject to any available exemption or relief, incur a liability to tax on any chargeable gains.

3.1.2 Non-UK tax resident Shareholders

A Shareholder who is not a resident for tax purposes in the UK will not generally be subject to CGT on a disposal of Ordinary Shares unless the Shareholder is carrying on a trade, profession or vocation in the UK through a branch or agency (or, in the case of a corporate Shareholder, a permanent establishment) in connection with which the Ordinary Shares are used, held or acquired.

Such Shareholders may be subject to foreign taxation on any gain under local law.

An individual Shareholder who has ceased to be a resident for tax purposes in the UK for a period of five years or less and who disposes of all or part of his Ordinary Shares during that period may be liable to CGT on his return to the UK, subject to available exemptions or reliefs.

3.2 Taxation of Dividends

The Company is not required to withhold tax when paying a dividend. Liability to UK tax on dividends will depend upon the individual circumstances of a Shareholder.

UK individual Shareholders will be liable to income tax in respect of dividends received from the Company, A UK individual Shareholder will generally benefit from an allowance in the form of an exemption from tax for the first £2,000 of dividend income received in the 2018 - 2019 tax year (" Dividend Allowance ”) To the extent that distributions are received in excess of an individual’s Dividend Allowance, basic, higher and additional rate taxpayers will have to pay income tax on the distributions received at a rate of 7.5%, 32.5% and 38.1% respectively.

Individual Shareholders resident but not domiciled in the United Kingdom who pay tax on the remittance basis will be liable to UK income tax in respect of dividends or other distributions of the Company on remittance of such to the United Kingdom.

Shareholders that are companies resident in the United Kingdom for tax purposes may be able to rely

on Part 9A of the Corporation Tax Act 2009 to exempt dividends received from being chargeable to UK corporation tax Where none of the exemptions apply, the dividends will be liable to UK corporation tax in the hands of UK resident corporate Shareholders. at the applicable corporation tax rate.

3.3 Subsequent transfers

For Ordinary Shares held outside CREST, no UK stamp duty should generally be payable, provided that any instrument of transfer is not executed in the UK and is kept outside the UK and does not relate to any property situated, or to any matter or thing done or to be done in the UK. If this is not the case, the transfer of the Ordinary Shares will generally be subject to UK stamp duty (at the rate of 0.5 per cent. of the amount or value of the consideration given for the transfer, rounded up, where necessary, to the nearest £5). The purchaser usually pays the UK stamp duty.

Provided that any Ordinary Shares held outside CREST are not registered in a register kept in the UK by or on behalf of the Company nor are paired with shares issued by a body corporate incorporated in the UK, no UK SDRT should be generally chargeable in respect of any agreement to transfer Ordinary Shares. If this is not the case, the agreement to transfer the Ordinary Shares will generally be subject to UK SDRT at the rate of 0.5 per cent. of the amount or value of the consideration payable for the transfer. UK SDRT is, in general, payable by the purchaser.

No stamp duty or SDRT should arise on the transfer of the Ordinary Shares to the Depositary (or one of its subsidiaries), to hold in its capacity as Depositary, nor on the subsequent issue by the Depositary to that transferor of Depositary Interests representing the underlying Ordinary Shares in an uncertificated form (which are eligible for settlement through CREST).

Assuming that transfers of Depositary Interests operate without any written instrument or transfer or written assignment to transfer, no stamp duty will be payable by the purchasers of such Depositary Interests. The Stamp Duty Reserve Tax (UK Depositary Interests in Foreign Securities) Regulations (SI 1999/2383) further provides that where the Company is not centrally managed and controlled in the UK, the underlying Ordinary Shares are not kept and maintained on a register in the UK by, or on behalf of the Company and the underlying Ordinary Shares are of the same class as Ordinary Shares listed on the Main Market, such Depositary Interests will be excluded from being chargeable securities and as a result no SDRT will be payable by the purchasers of those Depositary Interests .

3.4 Shares held through CREST

Paperless transfers of Shares within CREST are generally liable to SDRT, rather than stamp duty, at the rate of 0.5% of the amount or value of the consideration rounded up where necessary to the nearest £5. CREST is obliged to collect SDRT on relevant transactions settled within the system. Under the CREST system, no stamp duty or SDRT will arise on a transfer of Shares into or out of the system unless such a transfer is made for a consideration in money or money’s worth, in which case a liability to SDRT (usually at a rate of 0.5%) will arise.

4 SPANISH TAX CONSIDERATIONS

General

References below to “Spanish Shareholders” are to individuals and corporations who are beneficial owners of Ordinary Shares and resident in Spain for tax purposes. Shareholders who are not residents and do not act through a permanent establishment in Spain are referred to in this section as “Non-Spanish Shareholders”. The information provided below does not constitute tax advice and does not purport to be a complete analysis of all tax considerations relating to the Company and the Ordinary Shares, as applicable, whether in Spain or elsewhere. This tax section does not address the Spanish tax consequences applicable to partnerships or other entities that are taxed as “look through” entities (such as trusts or estates) and does not cover all possible tax consequences of the transactions for all shareholders, some of whom (such as financial institutions, collective investment schemes, co-operatives etc.) may be subject to special rules.

Similarly, this information does not take into account specific regulations established in Navarra or in the historic territories of the Basque Country or the specialties in place in other autonomous communities of

Spain (including the cities of Ceuta and Melilla).

This summary is based upon the law in Spain as in effect on the date of this Prospectus and on the administrative interpretations thereof made public to date. As a result, this description is subject to any changes in such law or interpretations entering into force after the date hereof, including changes having retroactive effect.

For the purpose of this section, it is assumed that:

(i) the Company is resident for tax purposes exclusively in Australia and is entitled to the benefits (solely as resident in Australia) of the convention for the avoidance of double taxation ratified between Australia and Spain;
(ii) the Company does not have a permanent establishment or taxable presence in Spain;
(iii) no Spanish Shareholder subject to CIT has a participation of at least 5 per cent. in the share capital of the Company (and neither the tax basis of its shares in the Company exceeds €20 million); and
(iv) the value of the total assets of the Company does not derive more than 50 per cent, directly or indirectly, from immovable property situated in Spain.

Taxation of dividends

Spanish Resident Shareholders — individuals

In accordance with the Spanish Income Tax on Individuals ( Impuesto sobre la Renta de las Personas Físicas (“ IIT ”)) Law ( Ley 35/2006, de 28 de noviembre, del Impuesto sobre la Renta de las Personas Físicas y de modificación parcial de las leyes de los Impuestos sobre Sociedades, sobre la Renta de no Residentes y sobre el Patrimonio ) (“ IIT Law ”), income received by an individual Spanish Shareholder in the form of dividends, shares in profits, consideration paid for attendance at shareholders’ meetings, income from the creation or assignment of rights of use or enjoyment of the Ordinary Shares and any other income received in his or her capacity as shareholder are considered to be gross capital income.

Gross capital income may be reduced by any administration and custody expenses, except those incurred in individualised portfolio management. The net amount of capital income is allocated to the Spanish Shareholder’s savings IIT taxable base, which is taxed at a flat rate of 19 per cent for the first €6,000, 21 per cent between €6,000.01 and €50,000, and 23 per cent for any amount in excess of €50,000. Foreign taxes paid on the dividends received by the Spanish Shareholders are generally deductible against the IIT liability, under certain conditions.

The Company should not be obliged to apply any withholding on account of IIT to the dividends received by Spanish Shareholders. Nevertheless, withholding tax at the applicable rate (currently 19%) may have to be deducted by other entities such as depositaries, paying agents or financial entities resident, domiciled or established (or with a presence) in Spain in specific conditions.

Spanish Resident Shareholders — corporates

According to the Spanish Corporate Income Tax ( Impuesto sobre Sociedades (“ CIT ”) Law ( Ley 27/2014, de 27 de noviembre, del Impuesto sobre Sociedades ), dividends deriving from the Ordinary Shares or a share of the Company’s profits received by corporate Spanish Shareholders, reduced by any expenses inherent to holding the Ordinary Shares, are included in the CIT taxable base. The general CIT tax rate is currently 25 per cent. Foreign taxes paid on the dividends received by the Spanish Shareholders are generally deductible against the CIT liability, under certain conditions.

The Company should not be obliged to apply any withholding on account of CIT to the dividends received by Spanish Shareholders. Nevertheless, withholding tax at the applicable rate (currently 19%) may have to be deducted by other entities such as depositaries, paying agents or financial entities resident, domiciled or established (or with a presence) in Spain in specific conditions.

Non-Spanish Shareholders

Non-Spanish Shareholders are not subject to Spanish taxes on dividends received from the Company.

Taxation of disposals

Spanish Shareholders — individuals

Transfers of Ordinary Shares may trigger capital gains or losses. The taxable amount equals the difference between the Ordinary Shares’ tax basis and their transfer value. For this purpose, Spanish IIT Law considers as transfer value the listed value of the Ordinary Shares as of the transfer date or, if higher, the agreed transfer price. Any costs, expenses or taxes effectively borne on the acquisition and disposal of the Ordinary Shares are taken into account for the calculation.

Capital gains or losses arising from the transfer of Ordinary Shares are included in the individual’s savings IIT taxable base corresponding to the period when the transfer takes place. Savings IIT taxable base is taxed at a flat rate of 19 per cent for the first €6,000, 21 per cent between €6,000.01 and €50,000 and 23 per cent for any amount in excess of €50,000. Such capital gains should not be subject to withholding tax on account of IIT in Spain.

Where the taxpayer owns other equivalent securities, the acquisition price of the transferred shares is based on the principle that those acquired first are deemed to be sold first.

Losses arising from the transfer of shares admitted to trading on certain official stock exchanges are disregarded if securities of the same kind have been acquired during the period between two months before and two months after the date of the transfer which originated the loss. In these cases, capital losses will be included in the IIT taxable base when the transfer of the remaining such securities of the taxpayer takes place.

Spanish Shareholders — corporates

The gain or loss deriving from the transfer of the Ordinary Shares by a corporate Spanish Shareholder is included in the tax base of CIT taxpayers, being taxed generally at a rate of 25 per cent. Such gains should not be subject to withholding tax on account of CIT in Spain.

The impairment of the Ordinary Shares is not deductible for CIT purposes.

Non-Spanish Shareholders

Non-Spanish Shareholders are not subject to Spanish taxes on capital or chargeable gains derived from the disposal of Ordinary Shares by such Non-Spanish Shareholders.

Transfer taxes and duties

The acquisition of the Ordinary Shares and any subsequent transfer thereof are not subject to Spanish transfer tax or stamp duty (“ Impuesto sobre Transmisiones Patrimoniales y Actos Jurídicos Documentados ”) or Spanish value added tax (“ Impuesto sobre el Valor Añadido ”).

PART 5 - HISTORICAL FINANCIAL INFORMATION ON THE GROUP

PART A - FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

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INDEPENDENT AUDITORS REPORT

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ANNUAL REPORT 2015

INDEPENDENCE AUDITORS REPORT

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BERKELEY ENERGY LIMITED

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2015

	Note	2015	2014
		$	$
Revenue from continuing operations	2	588,829	1,163,371
Corporate and administration expenses		(894,444)	(996,652)
Exploration and evaluation expenses		(6,677,550)	(6,935,123)
Business Development		(15,965)	-
Share-based payments	3(b)	(866,475)	(809,174)
Loss before income tax benefit/ (expense)		(7,865,605)	(7,577,578)
Income tax benefit/ (expense)	4	-	43,630
Loss after income tax benefit/ (expense)		(7,865,605)	(7,533,948)
Other Comprehensive Income, net of income tax
Items that will not be reclassified subsequently to
profit or loss		-	-
Items that may be classified subsequently to profit or
loss
Exchange differences arising on translation of foreign operations		(44,343)	172,516
Other Comprehensive Income, net of income tax		(44,343)	172,516
Total Comprehensive Loss for the year		(7,909,948)	(7,361,432)
Loss attributable to Members of Berkeley Energy Limited		(7,865,605)	(7,533,948)
Total comprehensive loss attributable to Members of Berkeley Energy Limited		(7,909,948)	(7,361,432)
Earnings per share
Basic loss per share from continuing operations	21(a)	(4.36)	(4.19)
(cents per share)
Diluted loss per share from continuing operations	21(b)	(4.36)	(4.19)
(cents per share)

The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes.

BERKELEY ENERGY LIMITED

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2015

Note	2014 2014
	$ $
ASSETS Current Assets Cash and cash equivalents 22(b) Trade and other receivables 5	13,398,617 20,245,401 479,485 549,183
Total Current Assets	13,878,102 20,794,584
Non-current Assets Exploration expenditure 6 Property, plant and equipment 7 Other financial assets 8	14,257,110 14,268,990 1,661,785 1,785,251 65,113 132,003
Total Non-current Assets	15,984,008 16,186,244
TOTAL ASSETS	29,862,110 36,980,828
LIABILITIES Current Liabilities Trade and other payables 9 Other financial liabilities 10	1,033,297 1,130,791 290,278 268,029
Total Current Liabilities	1,323,575 1,398,820
TOTAL LIABILITIES	1,323,575 1,398,820
NET ASSETS	28,538,535 35,582,008
EQUITY Equity attributable to equity holders of the Company Issued capital 11 Reserves 12 Accumulated losses 13	119,358,591 119,358,591 (358,207) (1,180,339) (90,461,849) (82,596,244)
TOTAL EQUITY	28,538,535 35,582,008

The above Statement of Financial Position should be read in conjunction with the accompanying Notes

ANNUAL REPORT 2015

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2015

	Note	2015	2014
		$	$
Cash flows from operating activities
Payments to suppliers and employees		(7,475,512)	(8,368,242)
Interest received		596,944	721,588
Rebates received		58,592	338,074
Net cash outflow from operating activities	22(a)	(6,819,976)	(7,308,580)
Cash flows from investing activities
Exploration acquisition costs		(4,575)	(108,118)
Payments for property, plant and equipment		(59,685)	(74,177)
Net cash outflow from investing activities		(64,260)	(182,295)
Cash flows from financing activities
Transaction costs from issue of securities		-	(2,334)
Net cash inflow/(outflow) from financing activities		-	(2,334)
Net decrease in cash and cash equivalents held		(6,884,236)	(7,493,209)
Cash and cash equivalents at the beginning of the financial year		20,245,401	27,736,790
Effects of exchange rate changes on cash and cash equivalents		37,452	1,820
Cash and cash equivalents at the end of the financial year	22(b)	13,398,617	20,245,401

The above Statement of Cash Flows should be read in conjunction with the accompanying Notes

BERKELEY ENERGY LIMITED

100

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 JUNE 2015

	Issued Capital	Issued Capital	Share Based Payments Reserve	Foreign Currency Translation	Accumulated Losses	Total Equity
	$		$	Reserve $	$	$
As at 1 July 2014	119,358,591		1,240,193	(2,420,532)	(82,596,244)	35,582,008
Net loss for the year		-	-	-	(7,865,605)	(7,865,605)
Other Comprehensive Income:
Exchange differences arising on translation of foreign operations		-	-	(44,343)	-	(44,343)
Total comprehensive loss		-	-	(44,343)	(7,865,605)	(7,909,948)
Transactions with owners,
recorded directly in equity:
Cost of share based payments		-	866,475	-	-	866,475
As at 30 June 2015	119,358,591		2,106,668	(2,464,875)	(90,461,849)	28,538,535
	Issued Capital		Share Based Payments Reserve	Foreign Currency Translation	Accumulated Losses	Total Equity
	$		$	Reserve $	$	$
As at 1 July 2013	119,061,813		2,623,721	(2,593,048)	(76,955,886)	42,136,600
Net loss for the year		-	-	-	(7,533,948)	(7,533,948)
Other Comprehensive Income:
Exchange differences arising on translation of foreign operations		-	-	172,516	-	172,516
Total comprehensive loss		-	-	172,516	(7,533,948)	(7,361,432)
Transactions with owners,
recorded directly in equity:
Conversion of Performance Rights	299,112		(299,112)	-	-	-
Adjustment for expired options		-	(1,893,590)	-	1,893,590	-
Cost of share based payments		-	809,174	-	-	809,174
Share Issue costs	(2,334)		-	-	-	(2,334)
As at 30 June 2014	119,358,591		1,240,193	(2,420,532)	(82,596,244)	35,582,008

The above Statement of Changes in Equity should be read in conjunction with the accompanying Notes

ANNUAL REPORT 2015

101

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies adopted in preparing the financial report of Berkeley Energy Limited (‘Berkeley’ or ‘Company’ or ‘Parent’) and its consolidated entities (‘Consolidated Entity’ or ‘Group’) for the year ended 30 June 2015 are stated to assist in a general understanding of the financial report.

Berkeley is a company limited by shares incorporated in Australia whose shares are publicly traded on the Australian Securities Exchange, and the Alternative Investment Market (AIM) on the London Stock Exchange.

The financial report of the Company for the year ended 30 June 2015 was authorised for issue in accordance with a resolution of the Directors.

(a) Basis of Preparation

The financial report is a general purpose financial report, which has been prepared in accordance with Australian Accounting Standards (‘AASBs’) adopted by the Australian Accounting Standards Board (‘AASB’) and the Corporations Act 2001 . The financial statements comprise the consolidated financial statements of the Group. For the purposes of preparing the consolidated financial statements, the Company is a for-profit entity.

The financial report has been prepared on a historical cost basis. The financial report is presented in Australian dollars.

The consolidated financial statements have been prepared on a going concern basis which assumes the continuity of normal business activity and the realisation of assets and the settlement of liabilities in the ordinary course of business.

(b) Statement of Compliance

The financial report complies with Australian Accounting Standards and International Financial Reporting Standards (‘IFRS’) as issued by the International Accounting Standards Board.

In the current year, the Group has adopted all of the new and revised Standards and Interpretations issued by the AASB that are relevant to its operations and effective for the current annual reporting period.

New and revised standards and amendments thereof and interpretations effective for the current reporting period that are relevant to the Group include:

(i) AASB 132 Financial Instruments and AASB2012-3 Amendments to Australian Accounting Standards arising from AASB 132;

(ii) AASB 136 Impairment of Assets and AASB2013-3 Amendments to Australian Accounting Standards arising from AASB 136; and

(iii) AASB 1031 Materiality and AASB 2013-9 (Part B) Amendments to Australian Accounting Standards to delete references to AASB 1031.

The adoption of these new and revised standards has not resulted in any significant changes to the Group's accounting policies or to the amounts reported for the current or prior periods. The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.

Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet effective have not been adopted by the Group for the annual reporting period ended 30 June 2015. These are outlined in the table below and overleaf:

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Reference	Title	Summary	Application Date of Standard	Impact on Group Financial Report	Application Date for Group
AASB 9	Financial Instruments	AASB 9 (December 2014) is a new standard which replaces AASB 139. This new version supersedes AASB 9 issued in December 2009 (as amended) and AASB 9 (issued in December 2010) and includes a model for classification and measurement, a single, forward-looking ‘expected loss’ impairment model and a substantially-reformed approach to hedge accounting. AASB 9 is effective for annual periods beginning on or after 1 January 2018. However, the Standard is available for early adoption. The own credit changes can be early adopted in isolation without otherwise changing the accounting for financial instruments. Classification and measurement AASB 9 includes requirements for a simpler approach for classification and measurement of financial assets compared with the requirements of AASB 139. There are also some changes made in relation to financial liabilities. The main changes are described below. Financial assets a. Financial assets that are debt instruments will be classified based on (1) the objective of the entity's business model for managing the financial assets; (2) the characteristics of the contractual cash flows. b. Allows an irrevocable election on initial recognition to present gains and losses on investments in equity instruments that are not held for trading in other comprehensive income. Dividends in respect of these investments that are a return on investment can be recognised in profit or loss and there is no impairment or recycling on disposal of the instrument. c. Financial assets can be designated and measured at fair value through profit or loss at initial recognition if doing so eliminates or significantly reduces a measurement or recognition inconsistency that would arise from measuring assets or liabilities, or recognising the gains and losses on them, on different bases. Financial liabilities Changes introduced by AASB 9 in respect of financial liabilities are limited to the measurement of liabilities designated at fair value through profit or loss (FVPL) using the fair value option. Where the fair value option is used for financial liabilities, the change in fair value is to be accounted for as follows: ► The change attributable to changes in credit risk are presented in other comprehensive income (OCI) ► The remaining change is presented in profit or loss AASB 9 also removes the volatility in profit or loss that was caused by changes in the credit risk of liabilities elected to be measured at fair value. This change in accounting means that gains or losses attributable to changes in the entity’s own credit risk would be recognised in OCI. These amounts recognised in OCI are not recycled to profit or loss if the liability is ever repurchased at a discount. Impairment The final version of AASB 9 introduces a new expected-loss impairment model that will require more timely recognition of expected credit losses. Specifically, the new Standard requires entities to account for expected credit losses from when financial instruments are first recognised and to recognise full lifetime expected losses on a more timely basis. Hedge accounting Amendments to AASB 9 (December 2009 & 2010 editions and AASB 2013-9) issued in December 2013 included the new hedge accounting requirements, including changes to hedge effectiveness testing, treatment of hedging costs, risk components that can be hedged and disclosures. Consequential amendments were also made to other standards as a result of AASB 9, introduced by AASB 2009-11 and superseded by AASB 2010-7, AASB 2010-10 and AASB 2014-1 – Part E. AASB 2014-7 incorporates the consequential amendments arising from the issuance of AASB 9 in Dec 2014. AASB 2014-8 limits the application of the existing versions of AASB 9 (AASB 9 (December 2009) and AASB 9 (December 2010)) from 1 February 2015 and applies to annual reporting periods beginning on after 1 January 2015.	1 January 2018	These amendments are not expected to have any significant impact on the Group's financial report.	1 July 2018

ANNUAL REPORT 2015

103

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2015 (Continued)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(b) Statement of Compliance (Continued)

Reference	Title	Summary	Application Date of Standard	Impact on Group Financial Report	Application Date for Group
AASB 14	Regulatory deferral accounts	AASB 14 permits first-time adopter s to continue to account for amounts related to rat e regulation in accordance with their previous GAAP when they adopt Australian Accounting Standards. However, to enhance comparability with entities that already apply Australian Accounting Standards and do not recognise such amounts, AASB 14 requires that the effect of rate regulation must be presented separately from other items. An entity that is not a first-time adopter of Australian Accounting Standards will not be able to apply AASB 14. AASB 2014-1 Part D makes amendments to AASB 1 First-time Adoption of Australian Accounting Standards, which arise from the issuance of AASB 14 Regulatory Deferral Accounts in June 2014.	1 January 2016	These amendments are not expected to have any significant impact on the Group's financial report.	1 July 2016
AASB 2014-3	Amendments to Australian Accounting Standards – Accounting for Acquisitions of Interests in Joint Operations (AASB 1 & AASB 11)	AASB 2014-3 amends AASB 11 Joint Arrangements to provide guidance on the accounting for acquisitions of interests in joint operations in which the activity constitutes a business. The amendments require: (a) the acquirer of an interest in a joint operation in which the activity constitutes a business, as defined in AASB 3 Business Combinations, to apply all of the principles on business combinations accounting in AASB 3 and other Australian Accounting Standards except for those principles that conflict with the guidance in AASB 11; and (b) the acquirer to disclose the information required by AASB 3 and other Australian Accounting Standards for business combinations. This Standard also makes an editorial correction to AASB 11	1 January 2016	These amendments are not expected to have any significant impact on the Group's financial report.	1 July 2016
AASB 2014-4	Clarification of Acceptable Methods of Depreciation and Amortisation (Amendments to AASB 116 and AASB 138)	AASB 116 Property Plant and Equipment and AASB 138 Intangible Assets both establish the principle for the basis of depreciation and amortisation as being the expected pattern of consumption of the future economic benefits of an asset. The IASB has clarified that the use of revenue-based methods to calculate the depreciation of an asset is not appropriate because revenue generated by an activity that includes the use of an asset generally reflects factors other than the consumption of the economic benefits embodied in the asset. The amendment also clarified that revenue is generally presumed to be an inappropriate basis for measuring the consumption of the economic benefits embodied in an intangible asset. This presumption, however, can be rebutted in certain limited circumstances.	1 January 2016	These amendments are not expected to have any significant impact on the Group's financial report.	1 July 2016
AASB 15	Revenue from Contracts with Customers	In May 2014, the IASB issued IFRS 15 Revenue from Contracts with Customers, which replaces IAS 11 Construct ion Contracts, IAS 18 Revenue and related Interpretations (IFRIC 13 Customer Loyalty Programmes, IFRIC 15 Agreements for the Construction of Real Estate, IFRIC 18 Transfers of Assets from Customers and SIC-31 Revenue— Barter Transactions Involving Advertising Services). The core principle of IFRS 15 is that an entity recognises revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange f or those goods or services. An entity recognises revenue in accordance with that core principle by applying the following steps: (a) Step 1: Identify the contract(s) with a customer (b) Step 2: Identify the performance obligations in the contract (c) Step 3: Determine the transact ion price (d) Step 4: Allocate the transaction price to the performance obligations in the contract (e) Step 5: Recognise revenue when (or as) the entity satisfies a performance obligation The AASB issued the Australian equivalent of IFRS 15, being AASB 15, in December 2014. Currently, these standards are effective for annual reporting periods commencing on or after 1 January 2017. Early application is permitted. (Note A) AASB 2 014-5 incorporates the consequential amendments to a number Australian Accounting Standards (including Interpretations) arising from the issuance of AASB 15.	1 January 2017	These amendments are not expected to have any significant impact on the Group's financial report.	1 July 2017

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Reference	Title	Summary	Application Date of Standard	Impact on Group Financial Report	Application Date for Group
AASB 2014-9	Amendments to Australian Accounting Standards – Equity Method in Separate Financial Statements	AASB 2014-9 amends AASB 127 Separate Financial Statements, and consequentially amends AASB 1 First-time Adopt ion of Australian Accounting Standards and AASB 128 Investments in Associates and Joint Ventures, to allow entities to use the equity method of accounting for investments in subsidiaries, joint ventures and associates in their separate financial statements. AASB 2014-9 also makes editorial correct ions to AASB 127. AASB 2014-9 applies to annual reporting periods beginning on or after 1 January 2016. Early adoption permitted.	1 January 2016	These amendments are not expected to have any significant impact on the Group's financial report.	1 July 2016
AASB 2014-10	Amendments to Australian Accounting Standards – Sale or Contribution of Assets bet ween an Investor and its Associate or Joint Venture	AASB 2014-10 amends AASB 10 Consolidated Financial Statements and AASB 128 to address an inconsistency between the requirements in AASB 10 and those in AASB 128 (August 2011), in dealing with the sale or contribution of assets bet ween an investor and its associate or joint venture. The amendments require: (a) a full gain or loss to be recognised when a transact ion involves a business (whether it is housed in a subsidiary or not); and (b) a partial gain or loss to be recognised when a transaction involves assets that do not constitute a business, even if these assets are housed in a subsidiary. AASB 2014-10 also makes an editorial correction to AASB 10. AASB 2014-10 applies to annual reporting periods beginning on or after 1 January 2016. Early adoption permitted.	1 January 2016	These amendments are not expected to have any significant impact on the Group's financial report.	1 July 2016
AASB 2015-1	Amendments to Australian Accounting Standards – Annual Improvements to Australian Accounting Standards 2012– 2014 Cycle	The subjects of the principal amendments to the Standards are set out below: AASB 5 Non-current Assets Held for Sale and Discontinued Operations:  Changes in methods of disposal – where an entity reclassifies an asset (or disposal group) directly from being held for distribution to being held for sale (or visa versa), an entity shall not follow the guidance in paragraphs 27–29 to account for this change. AASB 7 Financial Instruments: Disclosures:  Servicing contracts - clarifies how an entity should apply the guidance in paragraph 42C of AASB 7 to a servicing contract to decide whether a servicing contract is ‘continuing involvement ’ for the purposes of applying the disclosure requirements in paragraphs 42E–42H of AASB 7.  Applicability of the amendments to AASB 7 to condensed interim financial statements - clarify that the additional disclosure required by the amendments to AASB 7 Disclosure–Off setting Financial Assets and Financial Liabilities is not specifically required for all interim periods. However, the additional disclosure is required to be given in condensed interim financial statements that are prepared in accordance with AASB 134 Interim Financial Reporting when its inclusion would be required by the requirements of AASB 134. AASB 119 Employee Benefits:  Discount rate: regional market issue - clarifies that the high quality corporate bonds used to estimate the discount rate f or post-employment benefit obligations should be denominated in the same currency as the liability. Further it clarifies that the depth of the market for high quality corporate bonds should be assessed at the currency level. AASB 134 Interim Financial Reporting: Disclosure of information ‘elsewhere in the interim financial report’ - amends AASB 1 34 to clarify the meaning of disclosure of information ‘elsewhere in the interim financial report’ and to require the inclusion of a cross-reference from the interim financial statements to the location of this information.	1 January 2016	These amendments are not expected to have any significant impact on the Group's financial report.	1 July 2016
AASB 2015-2	Amendments to Australian Accounting Standards – Disclosure Initiative: Amendments to AASB 101	The Standard makes amendments to AASB 101 Presentation of Financial Statements arising from the IASB’s Disclosure Initiative project. The amendments are designed to further encourage companies to apply professional judgment in determining what information to disclose in the financial statements. For example, the amendments make clear that materiality applies to the whole of financial statements and that the inclusion of immaterial information can inhibit the usefulness of financial disclosures. The amendments also clarify that companies should use professional judgment in deter mining where and in what order information is presented in the financial disclosures.	1 January 2016	These amendments are not expected to have any significant impact on the Group's financial report.	1 July 2016
AASB 2015-3	Amendments to Australian Accounting Standards arising from the Withdrawal of AASB 1031 Materiality	 The Standard completes the AASB’s project to remove Australian guidance on materiality from Australian Accounting Standards.	1 July 2015	These amendments are not expected to have any significant impact on the Group's financial report.	1 July 2015

ANNUAL REPORT 2015

105

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2015 (Continued)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(b) Statement of Compliance (Continued)

Reference	Title	Summary	Application Date of Standard	Impact on Group Financial Report	Application Date for Group
AASB 2015-4	Amendments to Australian Accounting Standards – Financial Reporting Requirements for Australian Groups with a Foreign Parent	The amendment aligns the relief available in AASB 10 Consolidated Financial Statements and AASB 128 Investments in Associates and Joint Ventures in respect of the financial reporting requirements for Australian groups with a foreign parent	1 July 2015	These amendments are not expected to have any significant impact on the Group's financial report.	1 July 2015
AASB 2015-5	Amendments to Australian Accounting Standards – Investment Entities: Applying the Consolidation Exception	This makes amendments to AASB 10, AASB 12 Disclosure of Interests in Other Entities and AASB 128 arising from the IASB’s narrow scope amendments associated with Investment Entities.	1 July 2015	These amendments are not expected to have any significant impact on the Group's financial report.	1 July 2015

(c) Principles of Consolidation

The consolidated financial statements incorporate the assets, liabilities and results of entities controlled by Berkeley Energy Limited at reporting date. Control is achieved when the Company has power over the investee, is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to use its power to affect its returns. The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above. When the Company has less than a majority of the voting rights of an investee, it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the Company's voting rights in an investee are sufficient to give it power.

Where controlled entities have entered or left the group during the year, the financial performance of those entities are included only for the period of the year that they were controlled. A list of controlled entities is contained in the financial statements.

In preparing the consolidated financial statements, all inter-group balances and transactions between entities in the consolidated group have been eliminated on consolidation. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with those adopted by the parent entity.

Non-controlling interests, being the equity in a subsidiary not attributable, directly or indirectly, to a parent, are shown separately within the Equity section of the consolidated Statement of Financial Position and Statement of Profit or Loss and Other Comprehensive Income. The non-controlling interest’s interest in the net assets comprise their interests at the date of the original business combination and their share of changes in equity since that date.

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d) Business Combinations

The purchase method of accounting is used to account for business combinations regardless of whether equity instruments or other assets are acquired. The cost of a business combination is measured as the fair value of the assets given, shares issued or liabilities incurred or assumed at the date of exchange and the amount of any noncontrolling interest in the acquiree. For each business combination, the acquirer measures the non-controlling interest in the acquiree either at fair value or at the proportionate share of the acquiree's identifiable net assets. Acquisition-related costs are expensed as incurred.

Where equity instruments are issued in a business combination, the fair value of the instruments is their published market price as at the date of exchange unless, in rare circumstances, it can be demonstrated that the published price at the date of exchange is an unreliable indicator of fair value and that other evidence and valuation methods provide a more reliable measure of fair value.

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any non-controlling interest. The excess of the cost of the business combination over the fair value of the Group’s share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets acquired, the difference is recognised directly in the income statement, but only after a reassessment of the identification and measurement of the net assets acquired.

If the business combination is achieved in stages, the acquisition date fair value of the acquirer's previously held equity interest in the acquiree is remeasured at fair value as at the acquisition date through profit or loss.

Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. The discount rate used is the entity’s incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions.

(e) Operating Segments

The Consolidated Entity adopted AASB 8 Operating Segments with effect from 1 July 2009. AASB 8 requires operating segments to be identified on the basis of internal reports about components of the Consolidated Entity that are regularly reviewed by the chief operating decision maker in order to allocate resources to the segment and to assess its performance.

The Consolidated Entity operates in one operating segment and one geographical segment, being uranium exploration in Spain. This is the basis on which internal reports are provided to the Directors for assessing performance and determining the allocation of resources within the Consolidated Entity.

The Consolidated Entity’s corporate headquarters in Australia have previously been reported in the Australian geographical segment, however, the corporate and administrative functions based in Australia are considered incidental to the Consolidated Entity’s uranium exploration activities in Spain.

ANNUAL REPORT 2015

107

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2015 (Continued)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(f) Significant Accounting Judgements, Estimates and Assumptions
(i) Significant accounting judgements

In the process of applying the Group's accounting policies, management has made the following judgements, apart from those involving estimations, which have the most significant effect on the amounts recognised in the financial statements:

Exploration and evaluation expenditure

The Group's accounting policy for exploration and evaluation expenditure is set out below. The application of this policy necessarily requires management to make certain estimates and assumptions as to future events and circumstances, in particular, the assessment of whether economic quantities of reserves are found. Any such estimates and assumptions may change as new information becomes available. If, after having capitalised expenditure under the policy, it is determined that it is unlikely to recover the expenditure by future exploitation or sale, then the relevant capitalised amount will be written off to the income statement.

Investment in controlled entities

In prior years, the Parent made a significant judgement about the impairment of a financial asset (investment in subsidiary). The Parent follows the guidance of AASB 136: Impairment of Assets in determining whether its investment in subsidiaries is impaired. This determination requires significant judgement. In making this judgement, the Group evaluates, among other factors, the duration and extent to which the fair value of an investment is less than its cost and the financial health of and near term business outlook for the investee including factors such as industry and operational and financing cash flows.

Recovery of Deferred Tax Assets

Judgement is required in determining whether deferred tax assets are recognised on the statement of financial position. Deferred tax assets, including those arising from un-utilised tax losses require management to assess the likelihood that the Group will generate taxable earnings in future periods, in order to utilise recognised deferred tax assets. Estimates of future taxable income are based on forecast cash flows from operations and the application of existing tax laws in each jurisdiction. To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the Group to realise the net deferred tax assets recorded at the reporting date could be impacted. At balance date the net deferred tax assets are not recognised on the statement of financial position.

Additionally, future changes in tax laws in the jurisdictions in which the Group operates could limit the ability of the Group to obtain tax deductions in future periods.

Inter Company Loans

The parent company advances loans to its subsidiaries to fund exploration and other activities. A provision is made for the loans outstanding at year end where the ultimate recoverability of the loans advanced is uncertain. Recoverability will depend on the successful exploitation or sale of the exploration assets of the subsidiaries.

(ii) Significant accounting estimates and assumptions

The carrying amounts of certain assets and liabilities are often determined based on estimates and assumptions of future events. The key estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of certain assets and liabilities within the next reporting period are:

Share based payments

The Group measures the cost of equity-settled transactions by reference to the fair value of the equity instruments at the date at which they are granted. The fair value of options is determined by an external valuer using a binomial model or Black-Scholes model. The fair value of performance rights are estimated using the seven day volume weighted average share price prior to grant date.

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(g) Revenue Recognition

Revenue is recognised to the extent that it is probable that economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable. The following specific recognition criteria must also be met before revenue is recognised:

(i) Sale of Goods

Revenue is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer and can be measured reliably. Risks and rewards are considered passed to the buyer at the time of delivery of the goods to the customer.

(ii) Interest

Interest revenue is recognised as the interest accrues (using the effective interest method, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial instrument) to the net carrying value amount of the financial asset.

(h) Foreign Currency Translation

Both the functional and presentation currency of Berkeley at 30 June 2015 was Australian Dollars.

The following table sets out the functional currency of the subsidiaries (unless dormant) of the Group:

	Company Name	Functional Currency
	Minera de Rio Alagon, S.L.	Euro
	Berkeley Exploration Limited	A$
	Berkeley Minera Espana, S.A.	Euro
	Geothermal Energy Sources, S.L.	Euro

Each entity in the Group determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency.

All exchange differences in the consolidated financial report are taken to the income statement with the exception of differences in foreign currency borrowings that provide a hedge against a net investment in a foreign entity and exchange differences on intercompany loans which are not expected or planned to be repaid. These are taken directly to equity until the disposal of the net investment, at which time they are recognised in the income statement. Tax charges and tax credits attributable to exchange differences on those borrowings are also recognised in equity.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate as at the date of the initial transaction. Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined.

Where the functional currency of a subsidiary of Berkeley Energy Limited is not Australian Dollars the assets and liabilities of the subsidiary at reporting date are translated into the presentation currency of Berkeley at the rate of exchange ruling at the balance sheet date and the income statements are translated by applying the average exchange rate for the year.

ANNUAL REPORT 2015

109

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2015 (Continued)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(i) Income Tax

The income tax expense for the year is the tax payable on the current period's taxable income based on the national income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements, and to unused tax losses.

Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when the assets are recovered or liabilities are settled, based on those tax rates which are enacted or substantively enacted for each jurisdiction. The relevant tax rates are applied to the cumulative amounts of deductible and taxable temporary differences to measure the deferred tax asset or liability. An exception is made for certain temporary differences arising from the initial recognition of an asset or a liability. No deferred tax asset or liability is recognised in relation to these temporary differences if they arose on goodwill or in a transaction, other than a business combination, that at the time of the transaction did not affect either accounting profit or taxable profit or loss.

Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in controlled entities where the Parent Entity is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised.

Unrecognised deferred income tax assets are reassessed at each balance date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in equity.

Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax assets against tax liabilities and the deferred tax liabilities relate to the same taxable entity and the same taxation authority.

The Board of Berkeley Energy Limited has not yet resolved to consolidate eligible entities within the Group for tax purposes. The Board will review this position annually, before lodging of that years income tax return.

(j) Cash and Cash Equivalents

‘Cash and cash equivalents’ includes cash on hand, deposits held at call with financial institutions, and other short-term highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. For the purposes of the Statement of Cash Flows, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts.

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(k) Impairment of Assets

The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate of the asset's recoverable amount. An asset's recoverable amount is the higher of its fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets of groups of assets and the asset's value in use cannot be estimated to be close to its fair value. In such cases the asset is tested for impairment as part of the cashgenerating unit to which it belongs. When the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, the asset or cash-generating unit is considered impaired and is written down to its recoverable amount.

In assessing the value in use, the estimated future cash flows are discounted to their present value using a pretax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Impairment losses relating to continuing operations are recognised in those expense categories consistent with the function of the impaired asset unless the asset is carried at a revalued amount (in which case the impairment loss is treated as a revaluation decrease).

An assessment is also made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset's recoverable amount since the last impairment loss was recognised. If that is the case the carrying amount of the asset is increased to its recoverable amount. That increase amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in profit or loss unless the asset is carried at a revalued amount, in which case the reversal is treated as a revaluation increase. After such a reversal the depreciation charge is adjusted in future periods to allocate the asset's revised carrying amount, less any residual value, on a systematic basis over its remaining useful life.

(l) Trade and Other Receivables

Trade receivables are initially recognised and carried at original invoice amount less an allowance for any uncollectible amounts. Trade receivables are due for settlement no more than 30 days from the date of recognition. An allowance for doubtful debts is made when there is objective evidence that the Group will not be able to collect the debts. Bad debts are written off when identified.

(m) Fair Value Estimation

The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure purposes.

The fair value of financial instruments traded in active markets (such as publicly traded derivatives, and trading and available-for-sale securities) is based on quoted market prices at the balance sheet date. The quoted market price used for financial assets held by the Group is the current bid price; the appropriate quoted market price for financial liabilities is the current ask price.

The fair value of financial instruments that are not traded in an active market (for example, over the counter derivatives) is determined using valuation techniques. The Group uses a variety of methods and makes assumptions that are based on market conditions existing at each balance date. Quoted market prices or dealer quotes for similar instruments are used for long-term debt instruments held. Other techniques, such as discounted cash flows, are used to determine fair value for the remaining financial instruments. The fair value of interest-rate swaps is calculated as the present value of the estimated future cash flows. The fair value of forward exchange contracts is determined using forward exchange market rates at the balance sheet date.

The nominal value less estimated credit adjustments of trade receivables and payables are assumed to approximate their fair values. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Group for similar financial instruments.

ANNUAL REPORT 2015

111

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2015 (Continued)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(n) Investments and Other Financial Assets

Financial assets in the scope of AASB 139 Financial Instruments: Recognition and Measurement are classified as either financial assets at fair value through profit or loss, loan and receivables, held-to-maturity investments, or available-for-sale investments, as appropriate. When financial assets are recognised initially they are measured at fair value, plus, in the case of investments not at fair value through profit or loss, directly attributable transaction costs. The Group determines the classification of its financial assets after initial recognition and, when allowed and appropriate, re-evaluates this designation at each financial year-end.

(i) Financial assets at fair value through profit or loss

This category has two sub-categories: financial assets held for trading, and those designated at fair value through profit or loss on initial recognition. A financial asset is classified in this category if acquired principally for the purpose of selling in the short term or if so designated by management. The policy of management is to designate a financial asset at fair value through profit or loss if there exists the possibility it will be sold in the short term and the asset is subject to frequent changes in value. Derivatives are also categorised as held for trading unless they are designated as hedges. Assets in this category are classified as current assets if they are either held for trading or are expected to be realised within twelve months of the balance date.

(ii) Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise when the Group provides money, goods or services directly to a debtor with no intention of selling the receivable. They are included in current assets, except for those with maturities greater than twelve months after the balance sheet date which are classified as non-current assets. Loans and receivables are included in receivables in the statement of financial position.

(iii) Held-to-maturity investments

Non-derivative financial assets with fixed or determinable payments and fixed maturity are classified as held-tomaturity when the Group has the positive intention and ability to hold to maturity. Investments intended to be held for an undefined period are not included in this classification. Investments that are intended to be held-tomaturity, such as bonds, are subsequently measured at amortised cost. This cost is computed as the amount initially recognised minus principal repayments, plus or minus the cumulative amortisation using the effective interest method of any difference between the initially recognised amount and the maturity amount. This calculation includes all fees and points paid or received between parties to the contract that are an integral part of the effective interest rate, transaction costs and all other premiums and discounts. For investments carried at amortised cost, gains and losses are recognised in profit or loss when the investments are derecognised or impaired, as well as through the amortisation process.

(iv) Available-for-sale financial assets

Purchases and sales of investments are recognised on trade-date – the date on which the Group commits to purchase or sell the asset. Investments are initially recognised at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership.

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Available-for-sale financial assets and financial assets designated through profit or loss are subsequently carried at fair value. Loans and receivables and held-to-maturity investments are carried at amortised cost using the effective interest rate method. Realised and unrealised gains and losses arising from changes in the fair value of the 'financial assets at fair value through profit or loss' category are included in the income statement in the period in which they arise. Unrealised gains and losses arising from changes in the fair value of non-monetary securities classified as available-for-sale are recognised in equity in the net unrealised gains reserve. When securities classified as available-for-sale are sold or impaired, the accumulated fair value adjustments previously reported in equity are included in the income statement as gains and losses on disposal of investment securities. The Group assesses at each balance date whether there is objective evidence that a financial asset or group of financial assets is impaired. In the case of equity securities classified as available for sale, a significant or prolonged decline in the fair value of a security below its cost is considered in determining whether the security is impaired. If any such evidence exists for available-for-sale financial assets, the cumulative loss – measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in profit and loss – is transferred from equity to the income statement. Impairment losses recognised in the income statement on equity instruments classified as held for sale are not reversed through the income statement.

(o) Property, Plant and Equipment

Plant and equipment is stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred.

Plant and equipment are depreciated on a reducing balance or straight line basis at rates based upon their effective lives as follows:

				Life
	Plant and equipment	2	-	13 years

The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each balance date.

An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.

An item of plant and equipment is derecognised upon disposal or when no further economic benefits are expected from its use or disposal. Gains and losses on disposals are determined by comparing the net disposal proceeds with carrying amount of the asset. These are included in the profit or loss in the period the asset is derecognised.

(p) Trade and Other Payables

Trade payables and other payables are carried at amortised cost and represent liabilities for the goods and services provided to the Group prior to the end of the financial year that are unpaid and arise when the Group becomes obliged to make future payments in respect of the purchase of these goods and services. The amounts are unsecured and are usually paid within 30 days.

(q) Employee Leave Benefits

Liabilities for wages and salaries, including non-monetary benefits and annual leave expected to be settled within twelve months of the reporting date are recognised in provisions in respect of employees' services up to the reporting date, and are measured at the amounts expected to be paid when the liabilities are settled. Liabilities for non-accumulating sick leave are recognised when the leave is taken and measured at the rates paid or payable.

ANNUAL REPORT 2015

113

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2015 (Continued)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(r) Issued Capital

Ordinary shares are classified as equity. Issued and paid up capital is recognised at the fair value of the consideration received by the Company.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

(s) Dividends

Provision is made for the amount of any dividend declared on or before the end of the year but not distributed at balance date.

(t) Earnings per Share (EPS)

Basic earnings per share is calculated by dividing the profit or loss attributable to equity holders of the Company, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the year, adjusted for bonus elements in ordinary shares issued during the year.

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.

(u) Exploration and Evaluation Expenditure

Expenditure on exploration and evaluation is accounted for in accordance with the 'area of interest' method and with AASB 6 Exploration for and Evaluation of Mineral Resources, which is the Australian equivalent of IFRS 6.

A provision for unsuccessful exploration and evaluation is created against each area of interest by means of a charge to the income statement.

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(v) Goods and Services Tax

Revenues, expenses and assets are recognised net of the amount of GST except:

when the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and
receivables and payables are stated with the amount of GST included.

The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the statement of financial position.

Cash flows are included in the Statement of cash flows on a gross basis and the GST component of cash flows arising from investing and financing activities, which are recoverable from, or payable to, the taxation authority, are classified as operating cash flows.

Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority.

(w) Share Based Payments

(i) Equity settled transactions:

In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions linked to the price of the shares of Berkeley (market conditions) if applicable.

No expense is recognised for awards that do not ultimately vest, except for awards where vesting is only conditional upon a market condition.

The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of earnings per share.

ANNUAL REPORT 2015

115

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2015 (Continued)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(x) Provisions

When the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the income statement net of any reimbursement.

	2015	2014
	$	$
2. REVENUE AND OTHER INCOME FROM
CONTINUING OPERATIONS
Revenue – Interest Income	530,237	825,297
R&D Rebate received	58,592	338,074
	588,829	1,163,371
3. EXPENSES AND LOSSES FROM
CONTINUING OPERATIONS
Loss from ordinary activities before income tax expense
includes the following specific expenses:
(a) Expenses
Depreciation and amortisation
- Plant and equipment	147,914	170,465
(b) Employee Benefits Expense
Salaries, wages and fees	1,916,190	2,006,927
Defined contribution/Social Security	491,518	467,503
Share-basedpayments (refer Note 17)	866,475	809,174
Total Employee Benefits Expense	3,274,183	3,283,604

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	2015	2014
	$	$
4. INCOME TAX EXPENSE
(a) Recognised in the Income Statement
Current income tax
Current income tax expense/(benefit)	-	-
Adjustments in respect of current income tax of previous
years	56,811	(130,129)
Deferred income tax
Origination and reversal of temporary differences	(2,089,612)	(1,208,309)
Deferred tax asset not previously brought to account	2,032,801	1,294,808
Deferred tax asset not brought to account	-	-
Income tax (benefit)/ expense reported in the income
statement	-	(43,630)
(b) Recognised Directly in Equity
Deferred income tax related to items charged or credited
directly to equity
Unrealised gain on available for sale financial assets	-	-
Transfer from equity to profit and loss on sale	-	-
Temporary differences not brought to account	-	-
Income tax expense reported in equity	-	-
(c) Reconciliation Between Tax Expense and
Accounting Loss Before Income Tax
Accounting loss before income tax	(7,865,605)	(7,577,578)
At the domestic income tax rate of 30% (2014: 30%)	(2,359,682)	(2,273,274)
Expenditure not allowable for income tax purposes	291,528	325,810
Income not assessable for income tax purposes	(17,578)	(101,422)
Foreign currency exchange gains and other translation
adjustments	(3,880)	840,577
Adjustments in respect of current income tax of previous
years	56,811	(130,129)
Temporary differences not previously brought to account	2,032,801	1,294,808
Income tax (benefit)/ expense reported in the income
statement	-	(43,630)

ANNUAL REPORT 2015

117

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2015 (Continued)

	2015	2014
	$	$

4. INCOME TAX EXPENSE (Continued)

(d) Deferred Income Tax

Deferred income tax at 30 June 2015 relates to the
following:
Deferred Tax Liabilities
Accrued interest	20,919	40,931
Deferred tax assets used to offset deferred tax liabilities	(20,919)	(40,931)
	-	-
Deferred Tax Assets
Accrued expenditure	12,960	14,849
Exploration and evaluation assets	5,926,732	6,437,550
Tax losses available to offset against future taxable
income	7,061,353	4,537,746
Deferred tax assets used to offset deferred tax liabilities	(20,919)	(40,931)
Deferred tax assets not brought to account	(12,980,126)	(10,949,214)
	-	-

This future income tax benefit will only be obtained if:

future assessable income is derived of a nature and of an amount sufficient to enable the benefit to be realised;
the conditions for deductibility imposed by tax legislation continue to be complied with; and
no changes in tax legislation adversely affect the Company in realising the benefit.

(e) Tax Consolidations

As Berkeley Energy Limited is the only Australian company in the Group, tax consolidations are not applicable.

BERKELEY ENERGY LIMITED

118

	2015	2014
	$	$
5. CURRENT ASSETS – TRADE AND OTHER
RECEIVABLES
GST and other taxes receivable	334,968	289,592
Interest receivable	69,731	136,434
Other	74,786	123,157
	479,485	549,183
All trade and other receivables are current and no amounts are
impaired
6. NON-CURRENT ASSETS –
EXPLORATION EXPENDITURE
The group has mineral exploration costs carried forward
in respect of areas of interest:
Areas in exploration at cost:
Balance at the beginning of year	14,268,990	14,173,930
Net (disposals)/ additions	(14,305)	(68,457)
Foreign exchange differences	2,425	163,517
Balance at end of year	14,257,110	14,268,990

The value of the exploration interests is dependent upon the discovery of commercially viable reserves and the successful development or alternatively sale, of the respective tenements. An amount of €6m (A$8.69m) relates to the capitalisation of the fees paid to ENUSA under the Co-operation Agreement relating to the tenements within the State Reserves. The Company reached agreement with ENUSA in July 2012 in the form of an Addendum to the Consortium Agreement signed in January 2009. The Addendum includes the following terms:

The Consortium now consists of State Reserves 28 and 29;
Berkeley's stake in the Consortium has increased to 100%;
ENUSA will remain the owner of State Reserves 28 and 29, however the exploitation rights have been assigned to Berkeley, together with authority to submit all applications for the permitting process;
The Company is now the sole and exclusive operator in the Addendum Reserves, with the right to exploit the contained uranium resources and has full ownership of any uranium produced;
ENUSA will receive a production fee equivalent to 2.5% of the net sale value (after marketing and transport costs) of any uranium produced within the Addendum Reserves;
Berkeley has waived its rights to mining in State Reserves 2,25, 30, 31, Hoja 528-1 and the Saelices El Chico Exploitation Concession, and has waived any rights to management of the Quercus plant; and
The Co-operation Agreement with ENUSA, signed on 29 January 2009, has been terminated.

ANNUAL REPORT 2015

119

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2015 (Continued)

	2015	2014
	$	$
7. NON-CURRENT ASSETS – PROPERTY,
PLANT AND EQUIPMENT
(a) Plant and equipment
At beginning of financial year, net of accumulated
depreciation and impairment	327,477	420,764
Additions	56,547	75,939
Depreciation charge for the year	(117,989)	(139,773)
Disposals	(33,610)	(49,639)
Foreign exchange differences	(1,820)	20,186
At end of financial year, net of accumulated
depreciation and impairment	230,605	327,477
At beginning of financial year
Cost	864,023	1,109,129
Accumulated depreciation and impairment	(536,546)	(688,365)
Net carrying amount	327,477	420,764
At end of financial year
Cost	816,333	864,023
Accumulated depreciation and impairment	(585,728)	(536,546)
Net carrying amount	230,605	327,477
(b) Property
At beginning of financial year, net of accumulated
depreciation and impairment	1,457,774	1,460,774
Additions	3,138	-
Depreciation charge for the year	(29,925)	(30,692)
Foreign exchange differences	193	27,692
At end of financial year, net of accumulated
depreciation and impairment	1,431,180	1,457,774
At beginning of financial year
Cost	1,510,372	852,361
Accumulated depreciation and impairment	(52,598)	-
Net carrying amount	1,457,774	852,361
At end of financial year
Cost	1,513,975	1,510,372
Accumulated depreciation and impairment	(82,795)	(52,598)
Net carrying amount	1,431,180	1,457,774

BERKELEY ENERGY LIMITED

120

	2015	2014
	$	$
(c) Reconciliation
At beginning of financial year, net of accumulated
depreciation and impairment	1,785,251	1,881,538
Additions	59,685	75,939
Depreciation charge for the year	(147,914)	(170,465)
Disposals	(33,610)	(49,639)
Foreign exchange differences	(1,627)	47,878
At end of financial year, net of accumulated depreciation
and impairment	1,661,785	1,785,251
8. NON-CURRENT ASSETS – OTHER
FINANCIAL ASSETS
Security bonds	65,113	132,003
9. CURRENT LIABILITIES – TRADE AND
OTHER PAYABLES
Trade creditors	997,297	1,094,791
Accrued expenses	36,000	36,000
	1,033,297	1,130,791
All trade and other payables are current. There are no overdue
amounts.
10. CURRENT LIABILITIES – OTHER
FINANCIAL LIABILITIES
Other Financial Liabilities	290,278	268,029
11. ISSUED CAPITAL
(a) Issued and Paid up Capital
180,361,323 (2014: 180,361,323) fully paid ordinary
shares	119,358,591	119,358,591

Note

(i) Effective 1 July 1998, the Corporations legislation in place abolished the concepts of authorised capital and par value shares. Accordingly, the Parent Entity does not have authorised capital nor par value in respect of its issued shares.

ANNUAL REPORT 2015

121

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2015 (Continued)

11. ISSUED CAPITAL (Continued)

(b) Movements in Ordinary Share Capital During the Past Two Years:

Details	Number of	Issue Price
	Shares	$	$
Opening Balance 1 July 2014	180,361,323		119,358,591
Closing Balance 30 June 2015	180,361,323		119,358,591
Opening Balance 1 July 2013	179,393,323		119,061,813
Issue of Shares – Conversion of Performance Share Rights	968,000	0.309	299,112
Share issue expenses	-	-	(2,334)
Closing Balance 30 June 2014	180,361,323		119,358,591

(c) Terms and conditions of Ordinary Shares

(i) General

The ordinary shares (‘Shares’) are ordinary shares and rank equally in all respects with all ordinary shares in the Company.

The rights attaching to the Shares arise from a combination of the Company's Constitution, statute and general law. Copies of the Company's Constitution are available for inspection during business hours at its registered office.

(ii) Reports and Notices

Shareholders are entitled to receive all notices, reports, accounts and other documents required to be furnished to shareholders under the Company's Constitution, the Corporations Act and the Listing Rules.

(iii) Voting

Subject to any rights or restrictions at the time being attached to any class or classes of shares, at a general meeting of the Company on a show of hands, every ordinary Shareholder present in person, or by proxy, attorney or representative (in the case of a Company) has one vote and upon a poll, every Shareholder present in person, or by proxy, attorney or representative (in the case of a Company) has one vote for any Share held by the Shareholder.

A poll may be demanded by the Chairperson of the meeting, any 5 Shareholders entitled to vote in person or by proxy, attorney or representative or by any one or more Shareholders holding not less than 5% of the total voting rights of all Shareholders having the right to vote.

(iv) Variation of Shares and Rights Attaching to Shares

Shares may be converted or cancelled with member approval and the Company's share capital may be reduced in accordance with the requirements of the Corporations Act.

Class rights attaching to a particular class of shares may be varied or cancelled with the consent in writing of holders of 75% of the shares in that class or by a special resolution of the holders of shares in that class.

(v) Unmarketable Parcels

The Company may procure the disposal of Shares where the member holds less than a marketable parcel of Shares within the meaning of the Listing Rules (being a parcel of shares with a market value of less than $500). To invoke this procedure, the Directors must first give notice to the relevant member holding less than a marketable parcel of Shares, who may then elect not to have his or her Shares sold by notifying the Directors.

BERKELEY ENERGY LIMITED

122

(vi) Changes to the Constitution

The Company's Constitution can only be amended by a special resolution passed by at least three quarters of the members present and voting at a general meeting of the Company. At least 28 days' written notice specifying the intention to propose the resolution as a special resolution must be given.

(vii) Listing Rules

Provided the Company remains admitted to the Official List of the Australian Securities Exchange Ltd, then despite anything in the Constitution, no act may be done that is prohibited by the Listing Rules, and authority is given for acts required to be done by the Listing Rules. The Company's Constitution will be deemed to comply with the Listing Rules as amended from time to time.

12. RESERVES

		2015	2014
	Note	$	$
Share based payments reserve	12(b)	2,106,668	1,240,193
Foreign currencytranslation reserve	12(c)	(2,464,875)	(2,420,532)
		(358,207)	(1,180,339)

(a) Nature and Purpose of Reserves

Share based payments reserve

The share based payments reserve records the fair value of share based payments made by the Company.

Foreign currency translation reserve

Exchange differences arising on translation of a foreign controlled entity are taken to the foreign currency translation reserve, as described in Note 1(h). The reserve is recognised in profit and loss when the net investment is disposed of.

ANNUAL REPORT 2015

123

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015 (Continued)

12. RESERVES (Continued) (b) Movements during the Past Two Years: Dt Dtil Number of $1.25 Number of $1.35	Number of $0.41	Number of $0.475	Number of $0.45	Number of £.15	Number of £.20 Performance Fair Vl $
ae eas Incentive Options Incentive Options 1-Jul-14 Opening Balance - - 31-Dec-14 Performance Rights expired - - 19-Jun-15 Incentive Options issued - - Incentive Options issued - - Incentive Options issued - - Incentive Options issued - - Various Performance Rights lapsed 30-Jun-15 Share based payments expense - -	Incentive Options 1,000,000 - - - - - -	Incentive Options 1,750,000 - - - - - -	Unlisted Options 5,500,000 - - - - - -	Incentive Options - - 2,000,000 - 1,600,000 - -	Incentive Options Rights aue $ - 4,194,000 1,240,193 - (1,118,000) (225,990) - - 0.117 - 2,000,000 - 0.118 - - - 0.117 - 1,600,000 - 0.119 - (300,000) (35,868) - - 1,128,333
30-Jun-15 Closing Balance - -	1,000,000	1,750,000	5,500,000	3,600,000	3,600,000 2,776,000 2,106,668
1-Jul-13 Opening Balance 1,000,000 1,861,666 1-Dec-13 Options expired (1,000,000) - 31-Dec-13 Performance Rights Converted - - 28-Mar-14 Performance Rights issued - - Various Adjustment for lapsed options (35,000) 18-Jun-14 Options expired - (1,826,666) 30-Jun-14 Share based payments expense - -	1,000,000 - - - - -	1,750,000 - - - - -	5,500,000 - - - - -	- - - - - -	- 4,672,000 2,623,721 - - - (862,600) - (968,000) 0.309 (299,112) - 490,000 0.286 - (19,383) - - - (1,011,607) - - - 809,174
30-Jun-14 Closing Balance - -	1,000,000	1,750,000	5,500,000	-	- 4,194,000 1,240,193

124

	2015	2014
	$	$
12. RESERVES (Continued)
(c) Movements During the Past Two Years
Foreign Currency Translation Reserve
Opening balance	(2,420,532)	(2,593,048)
Translation of foreign operations	(44,343)	172,516
Closing balance	(2,464,875)	(2,420,532)
13. ACCUMULATED LOSSES
Balance at beginning of year	(82,596,244)	(76,955,886)
Transfer from share based payments reserve	-	1,893,590
Net loss	(7,865,605)	(7,533,948)
Balance at end of year	(90,461,849)	(82,596,244)

(a) Dividends

No dividends were declared or paid during or since the end of the financial year.

(b) Franking Credits

In respect to the payment of dividends by Berkeley in subsequent reporting periods (if any), no franking credits are currently available, or are likely to become available in the next 12 months.

14. PARENT ENTITY INFORMATION

	Parent
	2015	2014
	$	$
Current assets	12,675,710	20,167,585
Total assets	27,774,584	26,536,022
Current liabilities	171,751	117,904
Total liabilities	171,751	117,904
Net Assets	27,602,832	26,418,118
Issued Capital	119,358,591	119,358,591
Reserves	2,106,668	1,240,193
Accumulated losses	(93,862,427)	(94,180,666)
Total equity	27,602,832	26,418,118
Profit/(Loss) of the parent entity	318,239	(7,263,112)
Total comprehensive Profit/(Loss) of the parent entity	318,239	(7,263,112)

The Parent Company had no guarantees, commitments or contingencies at 30 June 2015 other than as disclosed elsewhere in this report.

ANNUAL REPORT 2015

125

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2015 (Continued)

15. RELATED PARTY DISCLOSURES

(a) Subsidiaries

The consolidated financial statements include the financial statements of the Company and the subsidiaries listed in the following table:

	Place of
Name of Controlled Entity	Incorporation	Equity Interest		Investment
		2015	2014	2015	2014
		%	%	$	$
Berkeley Exploration Ltd	UK	100(1)	100	15,097,929	-
Berkeley Minera Espana, S.L.	Spain	100(2)(4)	100(2)	-	-
Geothermal Energy Sources, S.L.	Spain	100(3)	100(3)	-	-
Minera de Rio Alagon. S.L.	Spain	-(4)	100	-	5,481,411
Salamanca 28, S.L.	Spain	-	100	-	-
				15,097,929	5,481,411

Notes

(1) In the opinion of the directors the above named investments in controlled entities have a carrying value in the Company at balance date of $15,097,929 (2014: $5,481,411), being the cost of the investment less provision for impairment. (2) Berkeley Minera Espana, S.L. was incorporated on 12 May 2009 and is a wholly owned subsidiary of Berkeley Exploration Limited. Berkeley Minera Espana, S.L.’s issued and paid up capital is €59,617,364 (2014: €44,388,218).

(3) Berkeley Exploration Limited acquired 100% of the issued shares in Geothermal Energy Sources, S.L. on 15 May 2009. Geothermal Energy Sources SL issued and paid up capital is €20,000 (2014: €20,000).

(4) On 31 October 2014, Berkeley Minera Espana, S.L. (‘BME’) and Minera de Rio Alagon, S.L., merged with Berkeley Minera Espana, S.L. the surviving entity. The merger consolidates all of the Salamanca Project licences under BME’s ownership and is expected to provide significant advantages to the Group in permitting, stakeholder engagement, financing and reduction in administration/compliance costs. There is no impact on the Consolidated Entity from an accounting perspective.

(b) Ultimate Parent

Berkeley Energy Limited is the ultimate parent of the Group.

(c) Key Management Personnel

Details relating to Key Management Personnel, including remuneration paid, are included at Note 16.

(d) Transactions with Related Parties in the Consolidated Group

The group consists of Berkeley Energy Limited (the parent entity in the wholly owned group) and its controlled entities.

The following loan transactions were entered into during the year within the wholly owned group:

Berkeley Energy Limited advanced $7,026,074 to Berkeley Exploration Limited by way of intercompany loan (2014: $6,429,005). The total balance at 30 June 2015 of $73,765,432 (2014: $66,739,358) has been provided for. The loan is denominated in Australian dollars (A$);
Berkeley Exploration Limited advanced $550,302 to Berkeley Minera Espana, S.L. by way of intercompany loan (2014: $542,366) and $289,477 was converted into equity in Berkeley Minera Espana, S.L. The balance the intercompany at 30 June 2015 was $803,191 (2014: $252,889). The loan is denominated in Australian dollars (A$);
A loan payable by Berkeley Exploration Limited to Berkeley Minera Espana, S.L. (previously payable to Minera de Rio Alagon S.L) for €11,800,000 ($17,101,449) was released for no consideration in June 2015; and

BERKELEY ENERGY LIMITED

126

A loan payable by Berkeley Minera Espana, S.L. to Berkeley Exploration Limited for €11,800,000 ($17,101,449) was released in consideration for an increase in equity in Berkeley Minera Espana S.L. in June 2015.

These transactions were undertaken on commercial terms and conditions, except that:

(i) There is no fixed repayment of the loans; and
(ii) No interest is payable on the loans prior to the completion of a definitive feasibility study.

16. DIRECTOR AND EXECUTIVE DISCLOSURES

(a) Details of Key Management Personnel

The Key Management Personnel of the Group during or since the end of the financial year were as follows:

Directors

Directors
Ian Middlemas	Chairman
Paul Atherley	Managing Director (appointed 1 July 2015)
James Ross	Non-Executive Deputy Chairman
Robert Behets	Non-Executive Director
Other KMP
Francisco Bellón del Rosal	General Manager Operations
Javier Colilla Peletero	Senior Vice President Corporate
Hugo Schumann	Corporate Manager (effective 1 July 2015)
Clint McGhie	Chief Financial Officer and Company Secretary

There were no other key management personnel of the Company or the Group. Unless otherwise disclosed, the Key Management Personnel held their position from 1 July 2014 to 30 June 2015.

(b) Key Management Personnel Compensation

	2015	2014
	$	$
Short-term benefits	985,359	1,053,634
Post-employment benefits	36,227	37,230
Share-based payments	880,655	574,306
	1,902,241	1,665,170

17. SHARE-BASED PAYMENTS

(a) Recognised Share-Based Payment Expense

	2015	2014
	$	$
Expense arising from equity-settled share-based payment
transactions to:
Employees	(866,475)	(809,174)
Total expense arising from share-based payment
transactions	(866,475)	(809,174)

ANNUAL REPORT 2015

127

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2015 (Continued)

17. SHARE-BASED PAYMENTS (Continued)

(b) Summary of Options and Performance Rights Granted

The following share-based payment arrangements were granted during the last two years:

	Security					Exercise	Fair Value
2015	Type	Number	Grant Date	Note	Expiry Date	Price	$
Series
Series 1	Option	1,600,000	15-Jun-15	(1)	30-Jun-18	£0.15	0.117
Series 2	Option	1,600,000	15-Jun-15	(1)	30-Jun-19	£0.20	0.119
Series 3	Option	2,000,000	16-Jun-15	(2)	30-Jun-18	£0.15	0.117
Series 4	Option	2,000,000	16-Jun-15	(2)	30-Jun-19	£0.20	0.118

Notes

(1) Options vested on issue (19 June 2015).
(2) Options vested on commencement (1 July 2015).

						Exercise
	Security					Price	Fair Value
2014	Type	Number	Grant Date	Note	Expiry Date	$	$
Series
Series 1	Right	150,000	28-Mar-14	(1)	30-Jun-15	-	0.286
Series 2	Right	160,000	28-Mar-14	(2)	31-Dec-16	-	0.286
Series 3	Right	180,000	28-Mar-14	(3)	31-Dec-17	-	0.286

Notes

(1) Tranche 2: Definitive Feasibility Milestone (refer to Note 17(g) for terms of Milestone) (Milestone date: 31 December 2014; Expiry date: 30 June 2015)
(2) Tranche 3: Project Construction Milestone (refer to Note 17(g) for terms of Milestone) (Milestone date: 31 December 2015; Expiry date: 31 December 2016)
(3) Tranche 4: Production Milestone (refer to Note 17(g) for terms of Milestone) (Milestone date: 31 December 2016; Expiry date: 31 December 2017

The following table illustrates the number and weighted average exercise prices (WAEP) of share options and performance rights issued as share-based payments at the beginning and end of the financial year:

	2015	2015	2014	2014
	Number	WAEP	Number	WAEP
Outstanding at beginning of year	7,444,000	$0.20	10,783,666	$0.48
Granted by the Company during the year	7,200,000	$0.359	490,000	-
Converted during the year	-	-	(968,000)	-
Expired during the year	(1,118,000)	-	(2,861,666)	$1.32
Forfeited during the year	(300,000)	-	-	-
Outstanding at end of year	13,226,000	$0.306	7,444,000	$0.20

BERKELEY ENERGY LIMITED

128

2015 is represented by:

1,000,000 unlisted options at an exercise price of $0.41 each that expire on 21 September 2015;
1,750,000 unlisted options at an exercise price of $0.475 each that expire on 22 December 2015;
500,000 unlisted options at an exercise price of $0.45 each that expire on 30 June 2016;
3,600,000 unlisted options at an exercise price of £0.15 each that expire 30 June 2018;
3,600,000 unlisted options at an exercise price of £0.20 each that expire 30 June 2019;
1,328,000 performance rights at no exercise price that expire on 31 December 2016 (expiry date amended to 31 December 2018 following shareholder approval on 31 July 2015); and
1,448,000 performance rights at no exercise price that expire on 31 December 2017 (expiry date amended to 31 December 2019 following shareholder approval on 31 July 2015).

(c) Weighted Average Remaining Contractual Life

The weighted average remaining contractual life for share options and performance rights issued as share-based payments outstanding as at 30 June 2015 is 2.45 years (2014: 2.05 years).

(d) Range of Exercise Prices

The range of exercise prices for share options issued as share-based payments outstanding as at 30 June 2015 was $0.308 to $0.475 (2014: $0.41 to $0.475). The performance rights issued as share based payments outstanding at 30 June 2015 have no exercise price.

(e) Weighted Average Fair Value

The weighted average fair value of options and performance rights granted by the Group as equity-settled share-based payments during the year ended 30 June 2015 was $0.118 (2014: $0.286).

(f) Option and Performance Rights Pricing Model

The fair value of the equity-settled share options granted is estimated as at the date of grant using the Binomial option valuation model taking into account the terms and conditions upon which the options were granted. The fair value of the performance rights granted is estimated as at the date of grant using the seven day volume weighted average share price prior to issuance.

The following table lists the inputs to the valuation model used for the share options and performance right granted by the Group during the year ended 30 June 2015:

2015 Inputs	Series 1	Series 2	Series 3	Series 4
Exercise price (£)	£0.15	£0.20	£0.15	£0.20
Exercise price (A$)	$0.301	$0.402	$0.303	$0.404
Grant date share price	$0.255	$0.255	$0.255	$0.255
Dividend yield(1)	-	-	-	-
Volatility(2)	75%	75%	75%	75%
Risk-free interest rate	2.03%	2.11%	2.00%	2.09%
Grant date	15-Jun-15	15-Jun-15	16-Jun-15	16-Jun-15
Expiry date	30-Jun-18	30-Jun-19	30-Jun-18	30-Jun-19
Expected life of performance rights(3)	3.04	4.04	3.04	4.04
Fair value at grant date	$0.117	$0.119	$0.117	$0.118

Notes:

(1) The dividend yield reflects the assumption that the current dividend payout will remain unchanged. (2) The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may not necessarily be the actual outcome.

(3) The expected life of the options is based on the expiry date of the options as there is limited track record of the early exercise of options.

ANNUAL REPORT 2015

129

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2015 (Continued)

17. SHARE-BASED PAYMENTS (Continued)

(f) Option and Performance Rights Pricing Model (Continued)

2014 Inputs	Series 1	Series 2	Series 3
Exercise price	-	-	-
Grant date share price	$0.286	$0.286	$0.286
Dividend yield(i)	-	-	-
Volatility(ii)	-	-	-
Risk-free interest rate	-	-	-
Grant date	28-Mar-14	28-Mar-14	28-Mar-14
Expiry date	30-Jun-15	31-Dec-16	31-Dec-17
Expected life of performance rights(iii)	1.25	2.75	3.75
Fair value at grant date	$0.286	$0.286	$0.286

Notes:

(1) The dividend yield reflects the assumption that the current dividend payout will remain unchanged.

(2) The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may not necessarily be the actual outcome.

(3) The expected life of the rights is based on the expiry date of the right as there is limited track record of the early exercise of rights.

(g) Terms and conditions of Performance Rights

The unlisted performance share rights ( Performance Rights ) are granted based upon the following terms and conditions:

each Performance Right automatically converts into one Ordinary Share upon vesting of the Performance Right;
each Performance Right is subject to performance conditions (as determined by the Board from time to time) which must be satisfied in order for the Performance Right to vest;
the Performance Rights vest on completion of the three milestones:
Definitive Feasibility Study Milestone means delivery of a positive Definitive Feasibility Study and Value Engineering, and the Company making a decision to proceed to development of operation evidenced by the Board resolving to continue to develop the Project.
Project Construction Milestone means completion of an agreed % (to be determined by the Board no later than the completion of the Definitive Feasibility Study Milestone) of the project development phase, as per the project development schedule and budget approved by the Board in accordance with the Definitive Feasibility Study Milestone.
Production Milestone means achievement of first uranium production.
if a performance condition of a Performance Right is not achieved by the earlier of the milestone date or the expiry date then the Performance Rights will lapse;
Ordinary Shares issued on conversion of the Performance Rights rank equally with the then Ordinary Shares of the Company;
application will be made by the Company to ASX for official quotation of the Ordinary Shares issued upon conversion of the Performance Rights;
if there is any reconstruction of the issued share capital of the Company, the rights of the Performance Right holders may be varied to comply with the ASX Listing Rules which apply to the reconstruction at the time of the reconstruction;
no application for quotation of the Performance Rights will be made by the Company; and
without approval of the Board, Performance Rights may not be transferred, assigned or novated, except, upon death, a participant's legal personal representative may elect to be registered as the new holder of such Performance Rights and exercise any rights in respect of them.

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130

	2015		2014
	$		$
18. REMUNERATION OF AUDITORS
Amounts received by Stantons International for:
- an audit or review of the financial reports of the Company		33,000		32,030
- other services in relation to the Company		-		-
Other auditors for:
- an audit or review of the financial reports		39,517		39,161
- other services		-		-
Total Auditors Remuneration		72,517		71,191

19. COMMITMENTS FOR EXPENDITURE

The Consolidated entity has no commitments for expenditure nor any contingent assets or liabilities at balance date.

20. SEGMENT INFORMATION

Following the revision to AASB 8: Operating Segments, the corporate and administrative functions based in Australia are considered incidental to Consolidated Entity’s uranium exploration activities in Spain. As a result, the Consolidated Entity operates in only one geographical segment, namely Spain.

(a) Reconciliation of Non-current Assets by geographical location

	2015	2014
	$	$
Australia	944	2,025
Spain	15,983,064	16,184,219
	15,984,008	16,186,244

ANNUAL REPORT 2015

131

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2015 (Continued)

21. EARNINGS PER SHARE

		2015	2014
		Cents per Share	Cents per Share
(a)	Basic Profit/(Loss) per Share
From	continuing operations	(4.36)	(4.19)
Total	basic profit/(loss) per share	(4.36)	(4.19)
(b)	Diluted Profit/(Loss) per Share
From	continuing operations	(4.36)	(4.19)
Total	diluted profit/(loss) per share	(4.36)	(4.19)

(c) Earnings Used in Calculating Earnings per Share

The following reflects the income data used in the calculations of basic and diluted earnings per share:

	Consolidated
	2015	2014
	$	$
Net loss used in calculating basic and diluted earnings per
share	(7,865,605)	(7,533,948)

(d) Weighted Average Number of Shares

The following reflects the share data used in the calculations of basic and diluted earnings per share:

	Number of Shares	Number of Shares
	2015	2014
Weighted average number of ordinary shares used in
calculating basic earnings per share	180,361,323	179,875,997
Effect of dilutive securities(1)	-	-
Adjusted weighted average number of ordinary shares and
potential ordinary shares used in calculating basic and diluted
earnings per share	180,361,323	179,875,997

Note

(1) At 30 June 2015, 15,450,000 options and 2,776,000 performance rights (which represent 13,226,000 potential ordinary shares) were considered not dilutive as they would decrease the loss per share for the year ended 30 June 2015.

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(e) Conversions, Calls, Subscriptions or Issues after 30 June 2015

Since 30 June 2015, the Company has issued 4,804,000 Performance Rights, with expiry dates ranging from 30 June 2016 to 31 December 2019.

There have been no conversions to, calls of, or subscriptions for ordinary shares, since the reporting date and before the completion of this financial report.

	2015	2014
	$	$
22. CASH FLOW STATEMENT
(a) Reconciliation of Net Loss Before Income Tax
Expense to Net Cash Flows from Operating Activities
Net loss before income tax expense	(7,865,605)	(7,577,578)
Adjustment for non-cash income and expense items
Income tax benefit	-	(43,630)
Depreciation	147,914	170,465
Share based payments expensed	866,475	809,174
Other non-cash expenses	22,249	181,639
Foreign exchange movement	(52,351)	89,374
Changes in assets and liabilities -
(Increase)/decrease in trade and other receivables	136,587	185,432
Increase/(decrease) in trade and other payables	(75,245)	(1,123,456)
Net cash outflow from operating activities	(6,819,976)	(7,308,580)
	2015	2014
	$	$
(b) Reconciliation of Cash and Cash Equivalents
Cash at bank and on hand	1,898,617	2,245,401
Bank short term deposits	11,500,000	18,000,000
	13,398,617	20,245,401

(c) Credit Standby Arrangements with Banks

At balance date, the Company had no used or unused financing facilities.

(d) Non-cash Financing and Investment Activities

30 June 2015

There were no non-cash financing or investing activities during the year ended 30 June 2015.

30 June 2014

There were no non-cash financing or investing activities during the year ended 30 June 2014.

ANNUAL REPORT 2015

133

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2015 (Continued)

23. FINANCIAL INSTRUMENTS

(a) Overview

The Group's principal financial instruments comprise receivables, payables, security deposits, other financial liabilities, cash and short-term deposits. The main risks arising from the Group's financial instruments are interest rate risk, equity price risk, foreign currency risk, credit risk and liquidity risk.

This note presents information about the Group's exposure to each of the above risks, its objectives, policies and processes for measuring and managing risk, and the management of capital. Other than as disclosed, there have been no significant changes since the previous financial year to the exposure or management of these risks.

(b) Credit Risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. This risk arises principally from cash and cash equivalents and trade and other receivables. There are no significant concentrations of credit risk within the Group. The carrying amount of the Group's financial assets represents the maximum credit risk exposure, as represented below:

	2015	2014
	$	$
Current Assets
Cash and cash equivalents	13,398,617	20,245,401
Trade and other receivables	479,485	549,182
	13,878,102	20,794,583
Non-current Assets
Other financial assets	65,113	132,003
	65,113	132,003
	13,943,215	20,926,586

The Group does not have any significant customers and accordingly does not have any significant exposure to bad or doubtful debts.

Trade and other receivables comprise GST/VAT receivable, accrued interest and other miscellaneous receivables. Where possible the Group trades only with recognised, creditworthy third parties. It is the Group's policy that all customers who wish to trade on credit terms are subject to credit verification procedures. In addition, receivable balances are monitored on an ongoing basis with the result that the Group's exposure to bad debts is not significant.

With respect to credit risk arising from cash and cash equivalents, the Group's exposure to credit risk arises from default of the counter party, with a maximum exposure equal to the carrying amount of these instruments.

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(c) Liquidity Risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Board's approach to managing liquidity is to ensure, as far as possible, that the Group will always have sufficient liquidity to meet its liabilities when due. At 30 June 2015 and 2014, the Group has sufficient liquid assets to meet its financial obligations.

The contractual maturities of financial assets and financial liabilities, including estimated interest payments, are provided below. There are no netting arrangements in respect of financial liabilities.

		6 - 12
	≤ 6 months	months	1 - 5 years	≥ 5 years	Total
2015	$	$	$	$	$
Group
Financial Assets
Cash and cash equivalents	13,398,617	-	-	-	13,398,617
Trade and other receivables	479,485	-	-	-	479,485
Security bonds	-	-	65,113	-	65,113
	13,878,102	-	65,113	-	13,943,215
Financial Liabilities
Trade and other payables	1,033,297	-	-	-	1,033,297
Other financial liabilities	290,278	-	-	-	290,278
	1,323,575	-	-	-	1,323,575

		6 - 12
	≤ 6 months	months	1 - 5 years	≥ 5 years	Total
2014	$	$	$	$	$
Group
Financial Assets
Cash and cash equivalents	20,245,401	-	-	-	20,245,401
Trade and other receivables	549,183	-	-	-	549,183
Securitybonds	-	-	132,003	-	132,003
	20,794,584	-	132,003	-	20,926,587
Financial Liabilities
Trade and other payables	1,130,791	-	-	-	1,130,791
Other financial liabilities	268,029	-	-	-	268,029
	1,398,820	-	-	-	1,398,820

ANNUAL REPORT 2015

135

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2015 (Continued)

23. FINANCIAL INSTRUMENTS (Continued)

(d) Interest Rate Risk

The Group's exposure to the risk of changes in market interest rates relates primarily to the cash and short-term deposits with a floating interest rate.

These financial assets with variable rates expose the Group to cash flow interest rate risk. All other financial assets and liabilities, in the form of receivables, security deposits, investments in securities, and payables are non-interest bearing.

At the reporting date, the interest rate profile of the Group's interest-bearing financial instruments was:

	2015	2014
	$	$
Interest-bearing Financial Instruments
Cash at bank and on hand	1,898,617	2,245,401
Bank short term deposits	11,500,000	18,000,000
	13,398,617	20,245,401

The Group's cash at bank and on hand and short term deposits had a weighted average floating interest rate at year end of 2.72% (2014: 3.60%).

The Group currently does not engage in any hedging or derivative transactions to manage interest rate risk.

Interest rate sensitivity

A sensitivity of 10 per cent has been selected as this is considered reasonable given the current level of both short term and long term interest rates. A 10% movement in interest rates at the reporting date would have increased (decreased) equity and profit and loss by the amounts shown below based on the average amount of interest bearing financial instruments held. This analysis assumes that all other variables, in particular foreign currency rates, remain constant. The analysis is performed on the same basis for 2014.

	Profit or Loss	Profit or Loss	Equity
	10%	10%	10%	10%
	Increase	Decrease	Increase	Decrease
	$	$	$	$
2015
Group
Cash and cash equivalents	45,806	(45,806)	45,806	(45,806)
2014
Group
Cash and cash equivalents	75,092	(75,092)	75,092	(75,092)

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(e) Foreign Currency Risk

As a result of activities overseas, the Group's statement of financial position can be affected by movements in exchange rates.

The Group also has transactional currency exposures. Such exposure arises from transactions denominated in currencies other than the functional currency of the entity.

The Group currently does not engage in any hedging or derivative transactions to manage foreign currency risk.

The Group's exposure to foreign currency risk throughout the current and prior year primarily arose from the Group's wholly owned subsidiaries Berkeley Minera Espana, S.L., Minera del Rio Alagon, S.L., and Geothermal Energy Sources, S.L whose functional currency is the Euro. Foreign currency risk arises on translation of the net assets of these controlled entities to Australian dollars. The foreign currency gains or losses arising from this risk are recorded through the foreign currency translation reserve. There is no hedging of this risk.

Sensitivity analysis for currency risk

A sensitivity of 10 per cent has been selected as this is considered reasonable given historic and potential future changes in foreign currency rates. This has been applied to the net financial instruments of Berkeley Minera Espana, S.L. and Geothermal Energy Sources, S.L. This sensitivity analysis is prepared as at balance date.

A 10% strengthening/weakening of the Australian dollar against the Euro at 30 June 2015 would have increased/(decreased) the net financial assets of the Spanish controlled entities by A$40,091 and (A$49,001) (2014: (A$7,503) and A$6,902).

There would be no impact on profit or loss arising from these changes in the currency risk variables as all changes in value are taken to a reserve.

The above analysis assumes that all other variables, in particular interest rates, remain constant. The analysis for 2014 has been performed on the same basis.

(f) Equity Price Risk

The Group is not exposed to equity price risk as it does not hold any equity interests other than interests in subsidiaries.

Equity price sensitivity

There is no effect on the net loss or equity reserves as at 30 June 2015 as the Group does not have an exposure to equity price risk from equity investments at that date.

The Group's sensitivity to equity prices has not changed significantly from the prior years.

(g) Commodity Price Risk

The Group is exposed to uranium commodity price risk. These commodity prices can be volatile and are influenced by factors beyond the Group's control. As the Group is currently engaged in exploration and business development activities, no sales of commodities are forecast for the next 12 months, and accordingly, no hedging or derivative transactions have been used to manage commodity price risk.

(h) Capital Management

The Board's policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. Given the stage of development of the Group, the Board's objective is to minimise debt and to raise funds as required through the issue of new shares. There were no changes in the Group's approach to capital management during the year. The Group is not subject to externally imposed capital requirements.

(i) Fair Value

The net fair value of financial assets and financial liabilities approximates their carrying value. The methods for estimating fair value are outlined in the relevant notes to the financial statements.

ANNUAL REPORT 2015

137

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2015 (Continued)

24. CONTINGENT LIABILITIES

The Group had no contingent liabilities at 30 June 2015 (2014: Nil).

25. SUBSEQUENT EVENTS

On 1 July 2015, Mr Paul Atherley commenced as Managing Director of the Company;
On 31 July 2015, following shareholder approval at a General Meeting, the Company changed its name to Berkeley Energy Limited.
On 31 July 2015, Shareholders approved the renewal of Berkeley’s Performance Rights Plan and to vary the terms of 2,776,000 existing Performance Rights by extending the milestone and expiry dates by 24 months. Following these approvals, a further 4,804,000 Performance Rights were issued, with expiry dates ranging from 30 June 2016 to 31 December 2019. The value of these Performance Rights granted was $1,614,370. This value will be expensed over the vesting period of the Performance Rights. The fair value has been estimated as at the date of grant using the seven day volume weighted average share price prior to issuance.

Other than as outlined above, as at the date of this report there are no matters or circumstances, which have arisen since 30 June 2015 that have significantly affected or may significantly affect:

the operations, in financial years subsequent to 30 June 2015, of the Consolidated Entity;
the results of those operations, in financial years subsequent to 30 June 2015, of the Consolidated Entity; or
the state of affairs, in financial years subsequent to 30 June 2015, of the Consolidated Entity.

BERKELEY ENERGY LIMITED

138

PART B - FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016

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139

INDEPENDENT AUDITOR’S REPORT

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Ernst & Young 11 Mounts Bay Road Perth WA 6000 Australia GPO Box M939 Perth WA 6843

Tel: +61 8 9429 2222 Fax: +61 8 9429 2436 ey.com/au

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Independent auditor's report to the members of Berkeley Energia Limited

Report on the financial report

We have audited the accompanying financial report of Berkeley Energia Limited, which comprises the consolidated statement of financial position as at 30 June 2016, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, notes comprising a summary of significant accounting policies and other explanatory information, and the directors' declaration of the consolidated entity comprising the company and the entities it controlled at the year's end or from time to time during the financial year.

Directors' responsibility for the financial report

The directors of the company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal controls as the directors determine are necessary to enable the preparation of the financial report that is free from material misstatement, whether due to fraud or error. In Note 1, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements , that the financial statements comply with International Financial Reporting Standards .

Auditor's responsibility

Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. Those standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance about whether the financial report is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal controls relevant to the entity's preparation and fair presentation of the financial report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Independence

In conducting our audit we have complied with the independence requirements of the Corporations Act 2001 . We have given to the directors of the company a written Auditor’s Independence Declaration, a copy of which is included in the directors’ report.

A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation

GHM:JT:BERKELEY:009

ANNUAL REPORT 2016

140

INDEPENDENT AUDITOR’S REPORT (Continued)

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Opinion

In our opinion:

a. the financial report of Berkeley Energia Limited is in accordance with the Corporations Act 2001 , including:
i. giving a true and fair view of the consolidated entity's financial position as at 30 June 2016 and of its performance for the year ended on that date
ii. complying with Australian Accounting Standards and the Corporations Regulations 2001
b. the financial report also complies with International Financial Reporting Standards as disclosed in Note 2.

Report on the remuneration report

We have audited the remuneration report included in the directors' report for the year ended 30 June 2016. The directors of the company are responsible for the preparation and presentation of the remuneration report in accordance with section 300A of the Corporations Act 2001 . Our responsibility is to express an opinion on the remuneration report, based on our audit conducted in accordance with Australian Auditing Standards.

Opinion

In our opinion, the remuneration report of Berkeley Energia Limited for the year ended 30 June 2016, complies with section 300A of the Corporations Act 2001 .

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Ernst & Young

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G H Meyerowitz Partner Perth 23 September 2016

A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation

141

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2016

Note	2016 2015
	$ $
CONTINUING OPERATIONS Revenue and other income 2 Corporate and administration expenses Exploration and evaluation expenses Business Development expenses Share-based payment expenses 16(a)	248,868 588,829 (1,348,966) (894,444) (9,213,493) (6,677,550) (1,614,099) (15,965) (1,713,364) (866,475)
Loss before income tax Income tax benefit/ (expense) 4	(13,641,054) (7,865,605) - -
Loss after income tax	(13,641,054) (7,865,605)
Other comprehensive income, net of income tax: Items that may be classified subsequently to profit or loss: Exchange differences arising on translation of foreign operations	125,016 (44,343)
Other comprehensive income/(loss), net of income tax	125,016 (44,343)
Total comprehensive loss for the year attributable to Members of Berkeley Energia Limited	(13,516,038) (7,909,948)
Basic and diluted loss per share from continuing operations (cents pershare) 19	(7.47) (4.36)

The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes.

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CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2016

Note	2016 2015
	$ $
ASSETS Current Assets Cash and cash equivalents 20(b) Trade and other receivables 5	11,348,057 13,398,617 7,301,108 479,485
Total Current Assets	18,649,165 13,878,102
Non-current Assets Exploration expenditure 6 Property, plant and equipment 7 Other financial assets 8	7,788,515 14,257,110 1,852,230 1,661,785 120,637 65,113
Total Non-current Assets	9,761,382 15,984,008
TOTAL ASSETS	28,410,547 29,862,110
LIABILITIES Current Liabilities Trade and other payables 9 Other financial liabilities 10	2,081,914 1,033,297 26,656 290,278
Total Current Liabilities	2,108,570 1,323,575
TOTAL LIABILITIES	2,108,570 1,323,575
NET ASSETS	26,301,977 28,538,535
EQUITY Equity attributable to equity holders of the Company Issued capital 11 Reserves 12 Accumulated losses	129,514,703 119,358,591 428,677 (358,207) (103,641,403) (90,461,849)
TOTAL EQUITY	26,301,977 28,538,535

The above Statement of Financial Position should be read in conjunction with the accompanying Notes

ANNUAL REPORT 2016

143

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2016

	Note	2016	2015
		$	$
Cash flows from operating activities
Payments to suppliers and employees		(11,578,946)	(7,475,512)
Interest received		289,672	596,944
Rebates received		11,802	58,592
Net cash outflow from operating activities	20(a)	(11,277,472)	(6,819,976)
Cash flows from investing activities
Exploration acquisition costs		(12,050)	(4,575)
Payments for property, plant and equipment		(334,629)	(59,685)
Net cash outflow from investing activities		(346,679)	(64,260)
Cash flows from financing activities
Proceeds from issue of securities		9,594,812	-
Transaction costs from issue of securities		(20,131)	-
Net cash inflow from financing activities		9,574,681	-
Net decrease in cash and cash equivalents held		(2,049,470)	(6,884,236)
Cash and cash equivalents at the beginning of the financial year		13,398,617	20,245,401
Effects of exchange rate changes on cash and cash equivalents		(1,090)	37,452
Cash and cash equivalents at the end of the financial year	20(b)	11,348,057	13,398,617

The above Statement of Cash Flows should be read in conjunction with the accompanying Notes

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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 JUNE 2016

Issued Capital	Share Based Payments Reserve	Foreign Currency Translation Reserve	Accumulated Losses Total Equity
$	$	$	$ $
As at 1 July 2015 119,358,591 Total comprehensive loss for the period: Net loss for the year - Other Comprehensive Income: Exchange differences arising on translationof foreignoperations -	2,106,668 - -	(2,464,875) - 125,016	(90,461,849) 28,538,535 (13,641,054) (13,641,054) - 125,016
Total comprehensive income/(loss) -	-	125,016	(13,641,054) (13,516,038)
Transactions with owners, recorded directly in equity: Issue of ordinary shares 6,936,308 Exercise of incentive options 2,712,500 Share issue costs (28,696) Expiry of incentive options - Transfer from share-based payments reserve 536,000 Share-based payments -	- - - (461,500) (536,000) 1,659,368	- - - - - -	- 6,936,308 - 2,712,500 - (28,696) 461,500 - - - - 1,659,368
As at 30 June 2016 129,514,703	2,768,536	(2,339,859)	(103,641,403) 26,301,977
As at 1 July 2014 119,358,591 Net loss for the year - Other Comprehensive Income: Exchange differences arising on translationof foreignoperations -	1,240,193 - -	(2,420,532) - (44,343)	(82,596,244) 35,582,008 (7,865,605) (7,865,605) - (44,343)
Total comprehensive loss -	-	(44,343)	(7,865,605) (7,909,948)
Transactions with owners, recorded directly in equity: Cost of share based payments -	866,475	-	- 866,475
As at 30 June 2015 119,358,591	2,106,668	(2,464,875)	(90,461,849) 28,538,535

The above Statement of Changes in Equity should be read in conjunction with the accompanying Notes

ANNUAL REPORT 2016

145

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2016

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies adopted in preparing the financial report of Berkeley Energia Limited (‘Berkeley’ or ‘Company’ or ‘Parent’) and its consolidated entities (‘Consolidated Entity’ or ‘Group’) for the year ended 30 June 2016 are stated to assist in a general understanding of the financial report.

The financial report of the Company for the year ended 30 June 2016 was authorised for issue in accordance with a resolution of the Directors.

(a) Basis of Preparation

The financial report has been prepared on a historical cost basis. The financial report is presented in Australian dollars.

(b) Statement of Compliance

The financial report complies with Australian Accounting Standards and International Financial Reporting Standards (‘IFRS’) as issued by the International Accounting Standards Board.

New and revised standards and amendments thereof and interpretations effective for the current reporting period that are relevant to the Group include:

(i) AASB 1031, AASB 9 and AASB 2013-9 Amendments to Australian Accounting Standards – Conceptual Framework, Materiality and Financial Instruments; and
(ii) AASB 1031 Materiality and AASB 2015-3 Amendments to Australian Accounting Standards arising from the Withdrawal of AASB 1031 Materiality.

Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet effective have not been adopted by the Group for the annual reporting period ended 30 June 2016. These are outlined in the table below and overleaf, but these are not expected to have any significant impact on the Group's financial statements.

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Title	Summary	Application Date of Standard	Application Date for Group
AASB 9_Financial Instruments_	AASB 9 is a new standard which replaces AASB 139 Financial Instruments: Recognition and Measurement. AASB 9 incorporates a simplified model for classifying and recognising financial instruments, a new impairment model, and a substantially-reformed approach to hedge accounting.	1 January 2018	1 July 2018
AASB 15 Revenue from Contracts with Customers	AASB 15 is a new standard which replace AASB 118 (which covers contracts for goods and services) and AASB 111 (which covers construction contracts). AASB 15 is based on the principle that revenue is recognised when control of a good or service transfers to a customer – so the notion of control replaces the existing notion of risks and rewards.	1 January 2018	1 July 2018
AASB 16_Leases_	AASB 16 is a new standard which replaces AASB 117 Leases. AASB 16 will primarily affect the accounting by lessees and will result in the recognition of almost all leases on the balance sheet. The standard removes the current distinction between operating and financing leases and requires recognition of an asset (the right to use the leased item) and a financial liability to pay rentals for almost all lease contracts.	1 January 2019	1 July 2019
AASB 2015-1 Annual Improvements to Australian Accounting Standards 2012– 2014 Cycle	Amendments to clarify minor points in various accounting standards, including AASB 5_Non-Current Assets Held for_ Sale and Discontinued Operations, AASB 7_Financial_ Instruments: Disclosures, AASB 119_Employee Benefits_ and AASB 134_Interim Financial Reporting_.	1 January 2016	1 July 2016
AASB 2015-2 Disclosure Initiative: Amendments to AASB 101	Amends AASB 101_Presentation of Financial Statements_ to clarify a number of presentation issues and highlight that preparers are permitted to tailor the format and presentation of the financial statements to their circumstances and the needs of users.	1 January 2016	1 July 2016
AASB 2016-1_Recognition of_ Deferred Tax Assets for Unrealised Losses	Amends AASB 112_Income Taxes_to clarify the requirements on recognition of deferred tax assets for unrealised losses on debt instruments measured at fair value.	1 January 2017	1 July 2017
AASB 2016-2 Disclosure Initiative: Amendments to AASB 107	Amends AASB 107_Statement of Cash Flows_to introduce additional disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities, including both changes arising from cash flows and non-cash changes.	1 January 2017	1 July 2017
AASB 1057_Application of_ Australian Accounting Standards(as amended by AASB 2015-9 Scope and Application Paragraphs)	This Standard effectively moves Australian specific application paragraphs from each Standard into a combined Standard. The Standard has no impact on the application of individual standards.	1 January 2016	1 July 2016
AASB 2_Classification and_ Measurement of Share-based Payment Transactions	This standard amends AASB 2_Share-based Payment_, clarifying how to account for certain types of share-based payment transactions. The amendments provide requirements on the accounting for: -The effects of vesting and non-vesting conditions on the measurement of cash-settled share-based payments -Share-based payment transactions with a net settlement feature for withholding tax obligations A modification to the terms and conditions of a share- based payment that changes the classification of the transaction from cash-settled to equity-settled	1 January 2018	1 July 2018

ANNUAL REPORT 2016

147

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2016 (Continued)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(c) Principles of Consolidation

The consolidated financial statements incorporate the assets, liabilities and results of entities controlled by Berkeley Energia Limited at reporting date. Control is achieved when the Company has power over the investee, is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to use its power to affect its returns. The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above. When the Company has less than a majority of the voting rights of an investee, it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the Company's voting rights in an investee are sufficient to give it power.

(d) Business Combinations

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(e) Operating Segments

(f) Significant Accounting Judgements, Estimates and Assumptions

(i) Significant accounting judgements

Exploration and evaluation expenditure

Recovery of Deferred Tax Assets

Additionally, future changes in tax laws in the jurisdictions in which the Group operates could limit the ability of the Group to obtain tax deductions in future periods.

Inter Company Loans

(ii) Significant accounting estimates and assumptions

ANNUAL REPORT 2016

149

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2016 (Continued)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(f) Significant Accounting Judgements, Estimates and Assumptions (Continued)

Share based payments

(g) Revenue Recognition

(i) Sale of Goods

(ii) Interest

(h) Foreign Currency Translation

Both the functional and presentation currency of Berkeley at 30 June 2016 was Australian Dollars.

The following table sets out the functional currency of the subsidiaries (unless dormant) of the Group:

	Company Name	Functional Currency
	Berkeley Exploration Limited	A$
	Berkeley Minera Espana, S.A.	Euro
	Geothermal Energy Sources, S.L.	Euro

Each entity in the Group determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency.

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150

(i) Income Tax

Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in equity.

The Board of Berkeley Energia Limited has not yet resolved to consolidate eligible entities within the Group for tax purposes. The Board will review this position annually, before lodging of that years income tax return.

(j) Cash and Cash Equivalents

ANNUAL REPORT 2016

151

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2016 (Continued)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(k) Impairment of Assets

(l) Trade and Other Receivables

(m) Fair Value Estimation

The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure purposes.

The fair value of financial instruments traded in active markets is based on quoted market prices at the balance sheet date.

The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. The Group uses a variety of methods and makes assumptions that are based on market conditions existing at each balance date.

(n) Investments and Other Financial Assets

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152

(i) Financial assets at fair value through profit or loss

(ii) Loans and receivables

(iii) Held-to-maturity investments

(iv) Available-for-sale financial assets

Available-for-sale financial assets, comprising principally marketable equity securities, are non-derivatives that are either designated in this category or not classified in any of the other categories. They are included in non-current assets unless management intends to dispose of the investment within twelve months of the balance date. Purchases and sales of investments are recognised on trade-date – the date on which the Group commits to purchase or sell the asset. Investments are initially recognised at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership.

ANNUAL REPORT 2016

153

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2016 (Continued)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(o) Property, Plant and Equipment

Plant and equipment are depreciated on a reducing balance or straight line basis at rates based upon their effective lives as follows:

				Life
	Plant and equipment	2	-	13 years

The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each balance date.

An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.

(p) Trade and Other Payables

(q) Employee Leave Benefits

(r) Issued Capital

Ordinary shares are classified as equity. Issued and paid up capital is recognised at the fair value of the consideration received by the Company.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

(s) Dividends

Provision is made for the amount of any dividend declared on or before the end of the year but not distributed at balance date.

(t) Earnings per Share (EPS)

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(u) Exploration and Evaluation Expenditure

A provision for unsuccessful exploration and evaluation is created against each area of interest by means of a charge to the income statement.

(v) Goods and Services Tax

Revenues, expenses and assets are recognised net of the amount of GST except:

when the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and
receivables and payables are stated with the amount of GST included.

The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the statement of financial position.

Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority.

(w) Share Based Payments

(i) Equity settled transactions:

In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions linked to the price of the shares of Berkeley (market conditions) if applicable.

ANNUAL REPORT 2016

155

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2016 (Continued)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(w) Share Based Payments (Continued)

(i) Equity settled transactions (Continued):

No expense is recognised for awards that do not ultimately vest, except for awards where vesting is only conditional upon a market condition.

The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of earnings per share.

(x) Provisions

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156

	2016	2015
	$	$
2. REVENUE AND OTHER INCOME
Revenue – Interest Income	237,065	530,237
R&D Rebate received	11,803	58,592
	248,868	588,829
3. EXPENSES AND LOSSES
Loss from ordinary activities before income tax expense
includes the following specific expenses:
(a) Expenses
Depreciation and amortisation
- Plant and equipment	144,184	147,914
(b) Employee Benefits Expense
Salaries, wages and fees	3,263,431	1,916,190
Defined contribution/Social Security	498,761	491,518
Share-basedpayments (refer Note 16(a))	1,659,368	866,475
Total Employee Benefits Expense	5,421,560	3,274,183

ANNUAL REPORT 2016

157

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2016 (Continued)

	2016	2015
	$	$
4. INCOME TAX EXPENSE
(a) Recognised in the Income Statement
Current income tax
Current income tax expense/(benefit)		-
Adjustments in respect of current income tax of previous
years	(170,489)	56,811
Deferred income tax
Origination and reversal of temporary differences	(3,402,109)	(2,089,612)
Deferred tax asset not brought to account	3,572,598	2,032,801
Deferred tax asset not brought to account	-	-
Income tax (benefit)/ expense reported in the income
statement	-	-
(b) Recognised Directly in Equity
Deferred income tax related to items charged or credited
directly to equity
Unrealised gain on available for sale financial assets	-	-
Transfer from equity to profit and loss on sale	-	-
Temporary differences not brought to account	-	-
Income tax expense reported in equity	-	-
(c) Reconciliation Between Tax Expense and
Accounting Loss Before Income Tax
Accounting loss before income tax	(13,641,054)	(7,865,605)
At the domestic income tax rate of 30% (2015: 30%)	(4,092,316)	(2,359,682)
Expenditure not allowable for income tax purposes	693,421	291,528
Income not assessable for income tax purposes	(3,541)	(17,578)
Foreign currency exchange gains and other translation
adjustments	327	(3,880)
Adjustments in respect of current income tax of previous
years	(170,489)	56,811
Temporary differences not brought to account	3,572,598	2,032,801
Income tax (benefit)/ expense reported in the income
statement	-	-

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158

	2016	2015
	$	$
4. INCOME TAX EXPENSE (Continued)
(d) Deferred Income Tax
Deferred income tax relates to the following:
Deferred Tax Liabilities
Accrued interest	5,138	20,919
Deferred tax assets used to offset deferred tax liabilities	(5,138)	(20,919)
	-	-
Deferred Tax Assets
Accrued expenditure	101,748	12,960
Exploration and evaluation assets	7,482,890	5,926,732
Tax losses available to offset against future taxable
income	9,062,012	7,061,353
Deferred tax assets used to offset deferred tax liabilities	(5,138)	(20,919)
Deferred tax assets not brought to account	(16,641,512)	(12,980,126)
	-	-

This future income tax benefit will only be obtained if:

future assessable income is derived of a nature and of an amount sufficient to enable the benefit to be realised;
the conditions for deductibility imposed by tax legislation continue to be complied with; and
no changes in tax legislation adversely affect the Company in realising the benefit.
(e) Tax Consolidations

As Berkeley Energia Limited is the only Australian company in the Group, tax consolidations are not applicable.

ANNUAL REPORT 2016

159

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2016 (Continued)

		2016	2015
	Notes	$	$
5. CURRENT ASSETS – TRADE AND OTHER
RECEIVABLES
GST and other taxes receivable		416,969	334,968
Interest receivable		17,125	69,731
Advanced royalty sale receivable	6	6,739,550	-
Other		127,464	74,786
		7,301,108	479,485
All trade and other receivables are current and no amounts are
impaired
6. NON-CURRENT ASSETS –
EXPLORATION EXPENDITURE
The group has mineral exploration costs carried forward in respect of areas of interest(1):
Areas in exploration at cost:
Balance at the beginning of year		14,257,110	14,268,990
Net (disposals)/ additions		12,484	(14,305)
Deduction from advanced royalty sale receivable(2)	5	(6,739,550)	-
Foreign exchange differences		258,471	2,425
Balance at end of year		7,788,515	14,257,110

Notes:

(1) The value of the exploration interests is dependent upon the discovery of commercially viable reserves and the successful development or alternatively sale, of the respective tenements. An amount of €6m (A$8.69m) relates to the capitalisation of the fees paid to ENUSA under the Co-operation Agreement relating to the tenements within the State Reserves. The Company reached agreement with ENUSA in July 2012 in the form of an Addendum to the Consortium Agreement signed in January 2009. The Addendum includes the following terms:
The Consortium now consists of State Reserves 28 and 29;
Berkeley's stake in the Consortium has increased to 100%;
ENUSA will remain the owner of State Reserves 28 and 29, however the exploitation rights have been assigned to Berkeley, together with authority to submit all applications for the permitting process;
The Company is now the sole and exclusive operator in the Addendum Reserves, with the right to exploit the contained uranium resources and has full ownership of any uranium produced;
ENUSA will receive a production fee equivalent to 2.5% of the net sale value (after marketing and transport costs) of any uranium produced within the Addendum Reserves;
Berkeley has waived its rights to mining in State Reserves 2,25, 30, 31, Hoja 528-1 and the Saelices El Chico Exploitation Concession, and has waived any rights to management of the Quercus plant; and
The Co-operation Agreement with ENUSA, signed on 29 January 2009, has been terminated.
(2) During the year, the Company completed an upfront royalty sale to major shareholder RCF. The royalty financing comprised the sale of a 0.375% fully secured net smelter royalty over the project for US$5 million (A$6.7million). The funds from the royalty were received subsequent to the end of the year.

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160

	2016	2015
	$	$
7. NON-CURRENT ASSETS – PROPERTY,
PLANT AND EQUIPMENT
(a) Plant and equipment
At beginning of financial year, net of accumulated
depreciation and impairment	230,605	327,477
Additions	79,301	56,547
Depreciation charge for the year	(112,178)	(117,989)
Disposals	(16,419)	(33,610)
Foreign exchange differences	7,829	(1,820)
At end of financial year, net of accumulated
depreciation and impairment	189,138	230,605
At beginning of financial year
Cost	816,333	864,023
Accumulated depreciation and impairment	(585,728)	(536,546)
Net carryingamount	230,605	327,477
At end of financial year
Cost	1,123,504	816,333
Accumulated depreciation and impairment	(934,366)	(585,728)
Net carrying amount	189,138	230,605
(b) Property
At beginning of financial year, net of accumulated
depreciation and impairment	1,431,180	1,457,774
Additions	225,375	3,138
Depreciation charge for the year	(31,733)	(29,925)
Foreign exchange differences	38,270	193
At end of financial year, net of accumulated
depreciation and impairment	1,663,092	1,431,180
At beginning of financial year
Cost	1,513,975	1,510,372
Accumulated depreciation and impairment	(82,795)	(52,598)
Net carrying amount	1,431,180	1,457,774
At end of financial year
Cost	1,779,413	1,513,975
Accumulated depreciation and impairment	(116,321)	(82,795)
Net carrying amount	1,663,092	1,431,180

ANNUAL REPORT 2016

161

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 (Continued)

		2016	2015
		$	$
7. NON-CURRENT ASSETS – PROPERTY,
PLANT AND EQUIPMENT (Continued)
(c) Reconciliation
At beginning of financial year, net of accumulated
depreciation and impairment		1,661,785	1,785,251
Additions		304,676	59,685
Depreciation charge for the year		(143,911)	(147,914)
Disposals		(16,419)	(33,610)
Foreign exchange differences		46,099	(1,627)
At end of financial year, net of accumulated depreciation
and impairment		1,852,230	1,661,785
8. NON-CURRENT ASSETS – OTHER
FINANCIAL ASSETS
Security bonds		120,637	65,113
9. CURRENT LIABILITIES – TRADE AND
OTHER PAYABLES
Trade creditors		1,751,792	997,297
Accrued expenses		330,122	36,000
		2,081,914	1,033,297
All trade and other payables are current. There are no overdue	amounts
.
10. CURRENT LIABILITIES – OTHER
FINANCIAL LIABILITIES
Other Financial Liabilities		26,656	290,278
11. ISSUED CAPITAL
(a) Issued and Paid up Capital
198,323,023 (2015: 180,361,323) fully paid ordinary
shares		129,514,703	119,358,591

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162

(b) Movements in Ordinary Share Capital During the Past Two Years:

		Number of
Date	Details	Shares	$
1 Jul 14	Opening Balance	180,361,323	119,358,591
30 Jun 15	Closing Balance	180,361,323	119,358,591
1 Jul 15	Opening Balance	180,361,323	119,358,591
22 Dec 15	Issue of shares on exercise of $0.475 Incentive Options	500,000	237,500
23 Dec 15	Issue of shares on conversion of Performance Rights	830,000	-
23 Dec 15	Issue of shares to consultant as part of their annual fee	120,000	53,996
19 May 16	Placement	11,011,700	6,882,312
19 May 16	Issue of shares on exercise of $0.45 incentive options	500,000	225,000
17 Jun 16	Issue of shares on exercise of $0.45 incentive options	5,000,000	2,250,000
Jul 15 to Jun 16	Transfer from share-based payments reserve	-	536,000
Jul 15 to Jun 16	Share issue costs	-	(28,696)
30 Jun 16	Closing Balance	198,323,023	129,514,703

(c) Terms and conditions of Ordinary Shares

(i) General

The ordinary shares (‘Shares’) are ordinary shares and rank equally in all respects with all ordinary shares in the Company.

(ii) Reports and Notices

(iii) Voting

(iv) Variation of Shares and Rights Attaching to Shares

Shares may be converted or cancelled with member approval and the Company's share capital may be reduced in accordance with the requirements of the Corporations Act.

ANNUAL REPORT 2016

163

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2016 (Continued)

11. ISSUED CAPITAL (Continued)

(c) Terms and conditions of Ordinary Shares (Continued)

(v) Unmarketable Parcels

(vi) Changes to the Constitution

(vii) Listing Rules

12. RESERVES

		2016	2015
	Note	$	$
Share based payments reserve	12(b)	2,768,536	2,106,668
Foreign currency translation reserve		(2,339,859)	(2,464,875)
		428,677	(358,207)

(a) Nature and Purpose of Reserves

Share based payments reserve

The share based payments reserve records the fair value of share based payments made by the Company.

Foreign currency translation reserve

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164

(b) Movements in in Options and Performance Rights during the Past Two Years:

		Number of	Number of
		Incentive	Performance
Date	Details	Options	Rights	$
1 Jul 15	Opening Balance	15,450,000	2,776,000	2,106,668
21 Sep 15	Expiry of $0.41 Incentive Options	(1,000,000)	-	(203,000)
31 Jul 15	Grant of performance rights	-	4,804,000	-
22 Dec 15	Exercise of $0.475 Incentive Options	(500,000)	-	(117,500)
22 Dec 15	Expiry of $0.475 Incentive Options	(1,250,000)	-	(258,500)
23 Dec 15	Conversion of performance rights	-	(830,000)	(290,500)
12 Feb 16	Grant of performance rights	-	2,905,000	-
12 Feb 16	Grant of £0.25 Incentive Options	150,000	-	-
12 Feb 16	Grant of £0.30 Incentive Options	150,000	-	-
12 Feb 16	Grant of £0.40 Incentive Options	200,000	-	-
18 Mar 16	Grant of performance rights	-	900,000	-
19 May 16	Exercise of $0.45 Incentive Options	(500,000)	-	(128,000)
17 Jun 16	Exercise of $0.45 Incentive Options	(5,000,000)	-	-
Jul 15 to Jun 16	Share-based payments expense	-	-	1,659,368
30 Jun 16	Closing Balance	7,700,000	10,555,000	2,768,536
		Number of	Number of
		Incentive	Performance
Date	Details	Options	Rights	$
1 Jul 14	Opening Balance	8,250,000	4,194,000	1,240,193
31 Dec 14	Expiry of performance rights	-	(1,118,000)	(225,990)
19 Jun 14	Grant of £0.15 incentive options	3,600,000	-	-
19 Jun 14	Grant of £0.20 incentive options	3,600,000	-	-
Various	Lapse of performance rights	-	(300,000)	(35,868)
Jul 14 to Jun 15	Share-based payments expense	-	-	1,128,333
30 Jun 15	Closing Balance	15,450,000	2,776,000	2,106,668

ANNUAL REPORT 2016

165

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2016 (Continued)

13. PARENT ENTITY INFORMATION

	2016	2015
	$	$
Current assets	10,796,723	12,675,710
Total assets	25,898,486	27,774,584
Current liabilities	1,312,020	171,751
Total liabilities	1,312,020	171,751
Net Assets	24,586,465	27,602,832
Issued Capital	129,514,703	119,358,591
Reserves	2,768,536	2,106,668
Accumulated losses	(107,696,774)	(93,862,427)
Total equity	24,586,465	27,602,832
Profit/(Loss) of the parent entity	(14,295,847)	318,239
Total comprehensive Profit/(Loss) of the parent entity	(14,295,847)	318,239

The Parent Company had no guarantees, commitments or contingencies at 30 June 2016 other than as disclosed elsewhere in this report.

14. RELATED PARTY DISCLOSURES

(a) Subsidiaries

The consolidated financial statements include the financial statements of the Company and the subsidiaries listed in the following table:

	Place of
Name of Controlled Entity	Incorporation	Equity	Interest
		2016	2015
		%	%
Berkeley Exploration Ltd	UK	100	100
Berkeley Minera Espana, S.L.	Spain	100	100
Geothermal Energy Sources, S.L.	Spain	100	100

(b) Ultimate Parent

Berkeley Energia Limited is the ultimate parent of the Group.

(c) Key Management Personnel

Details relating to Key Management Personnel, including remuneration paid, are included at Note 15.

(d) Transactions with Related Parties in the Consolidated Group

Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note.

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15. KEY MANAGEMENT PERSONNEL

(a) Details of Key Management Personnel

The Key Management Personnel of the Group during or since the end of the financial year were as follows:

Directors

Ian Middlemas Chairman Paul Atherley Managing Director (appointed 1 July 2015) James Ross Non-Executive Director Robert Behets Non-Executive Director Other KMP Francisco Bellón del Rosal General Manager Operations Javier Colilla Peletero Senior Vice President Corporate Hugo Schumann Corporate Manager (appointed 1 July 2015) Dylan Browne Chief Financial Officer and Company Secretary (appointed 29 October 2015) Clint McGhie Chief Financial Officer and Company Secretary (resigned 29 October 2015)

There were no other key management personnel of the Company or the Group. Unless otherwise disclosed, the Key Management Personnel held their position from 1 July 2015 to 30 June 2016.

(b) Key Management Personnel Compensation

	2016	2015
	$	$
Short-term benefits	2,055,105	985,359
Post-employment benefits	48,843	36,227
Share-based payments	1,353,107	880,655
	3,457,055	1,902,241

16. SHARE-BASED PAYMENTS

(a) Recognised Share-Based Payment Expense

	2016	2015
	$	$
Expense arising from equity-settled share-based payment
transactions	(1,659,368)	(866,475)
Consultancy service costs settled by equity-settled share-
based payment transactions	(53,996)	-
Total share-based payments recognised during the year	(1,713,364)	(866,475)

(b) Summary of Incentive Options and Performance Rights Granted as Share-based Payments

The following Incentive Options were granted as share-based payments during the last two years:

Options					Exercise	Fair Value
2016	Number	Grant Date	Issue Date	Expiry Date	Price	$
Series
Series 1	150,000	8 Feb 16	12 Feb 16	30 Jun 18	£0.25	0.238
Series 2	150,000	8 Feb 16	12 Feb 16	30 Jun 18	£0.30	0.217
Series 3	200,000	8 Feb 16	12 Feb 16	30 Jun 18	£0.40	0.183

ANNUAL REPORT 2016

167

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 (Continued)

16. SHARE-BASED PAYMENTS (Continued)

(b) Summary of Incentive Options and Performance Rights Granted as Share-based Payments (Con’t)

Options					Exercise	Fair Value
2015	Number	Grant Date	Issue Date	Expiry Date	Price	$
Series
Series 1	1,600,000	15 Jun 15	19 Jun 15	30 Jun 18	£0.15	0.117
Series 2	1,600,000	15 Jun 15	19 Jun 15	30 Jun 18	£0.20	0.119
Series 3	2,000,000	16 Jun 15	19 Jun 15	30 Jun 18	£0.15	0.117
Series 4	2,000,000	16 Jun 15	19 Jun 15	30 Jun 18	£0.20	0.118

The following table illustrates the number and weighted average exercise prices (‘WAEP’) of Options issued as share-based payments at the beginning and end of the financial year:

	2016	2016	2015	2015
Options	Number	WAEP	Number	WAEP
Outstanding at beginning of year	10,450,000	$0.388	3,250,000	$0.451
Granted by the Company during the year	500,000	$0.668	7,200,000	$0.359
Exercised during the year	(1,000,000)	$0.463	-	-
Expired during the year	(2,250,000)	$0.446	-	-
Outstanding at end of year	7,700,000	$0.379	10,450,000	$0.388

The outstanding balance of Options as at 30 June 2016 is represented by:

3,600,000 unlisted options exercisable at £0.15 on or before 30 June 2018;
3,600,000 unlisted options exercisable at £0.20 on or before 30 June 2018;
150,000 unlisted options exercisable at £0.25 on or before 30 June 2018;
150,000 unlisted options exercisable at £0.30 on or before 30 June 2018; and
200,000 unlisted options exercisable at £0.40 on or before 30 June 2018.

The following Performance Rights were granted as share-based payments during the last two years:

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168

Rights					Exercise	Fair Value
2016	Number	Grant Date	Issue Date	Expiry Date	Price	$
Series
Series 1	830,000	31 Jul 15	31 Jul 15	31 Dec 16	-	0.350
Series 2	1,480,000	31 Jul 15	31 Jul 15	30 Jun 17	-	0.350
Series 3	1,012,000	31 Jul 15	31 Jul 15	31 Dec 18	-	0.350
Series 4	1,482,000	31 Jul 15	31 Jul 15	31 Dec 19	-	0.350
Series 5	665,000	8 Feb 16	12 Feb 16	30 Jun 17	-	0.470
Series 6	945,000	8 Feb 16	12 Feb 16	31 Dec 18	-	0.470
Series 7	1,295,000	8 Feb 16	12 Feb 16	31 Dec 19	-	0.470
Series 8	200,000	18 Mar 16	18 Mar 16	30 Jun 17	-	0.480
Series 9	300,000	18 Mar 16	18 Mar 16	31 Dec 18	-	0.480
Series 10	400,000	18 Mar 16	18 Mar 16	31 Dec 19	-	0.480

No Performance Rights were granted as share-based payments in the financial year ended 30 June 2015.

	2016	2016	2015	2015
Options	Number	WAEP	Number	WAEP
Outstanding at beginning of year	2,776,000	-	4,194,000	-
Granted by the Company during the year	8,609,000	-	-	-
Expired during the year	-	-	(1,118,000)	-
Forfeited during the year	-	-	(300,000)	-
Converted during the year	(830,000)	-	-	-
Outstanding at end of year	10,555,000	-	2,776,000	-

The outstanding balance of Performance Rights as at 30 June 2016 is represented by:

2,345,000 Performance Rights expiring on 30 June 2017 (converted to shares on 29 July 2016);
3,585,000 Performance Rights expiring on 31 December 2018; and
4,625,000 Performance Rights expiring on 31 December 2019.

(c) Weighted Average Remaining Contractual Life

At 30 June 2016, the weighted average remaining contractual life for Options on issue that had been granted as share-based payments was 2.00 years (2015: 2.56 years) and of Performance Rights issued as share-based payments was 2.61 years (2015: 2.03 years).

(d) Range of Exercise Prices

At 30 June 2016, the range of exercise prices for Options on issue that had been granted as share-based payments was £0.15 to £0.40 (2015: $0.308 to $0.475). Performance Rights have no exercise price.

(e) Weighted Average Fair Value

The weighted average fair value of Options granted as share-based payments during the year ended 30 June 2016 was $0.210 (2015: $0.149). The weighted average fair value of Performance Rights ranted as share-based payments during the year ended 30 June 2016 was $0.404 (2015: $0.306).

ANNUAL REPORT 2016

169

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 (Continued)

16. SHARE-BASED PAYMENTS (Continued)

(f) Option and Performance Rights Pricing Model

The fair value of the equity-settled share Options and Performance Rights granted is estimated as at the date of grant using the Binomial option valuation model taking into account the terms and conditions upon which the Options and Performance Rights were granted.

The following table lists the inputs to the valuation model used for Options granted by the Group during the last two years:

Options	Series 1		Series 2	Series 3
2016 Inputs
Exercise price (£)	0.25		0.30	0.40
Exercise price (A$)	0.51		0.61	0.82
Grant date share price (A$)	0.47		0.47	0.47
Dividend yield(1)	-		-	-
Volatility(2)	90%		90%	90%
Risk-free interest rate	2%		2%	2%
Grant date	8 Feb 16		8 Feb 16	8 Feb 16
Expiry date	30 Jun 18		30 Jun 18	30 Jun 18
Expected life of option(3)	2.39		2.39	2.39
Fair value at grant date	0.238		0.217	0.183
Options	Series 1	Series 2	Series 3	Series 4
2015 Inputs
Exercise price (£)	£0.15	£0.20	£0.15	£0.20
Exercise price (A$)	$0.301	$0.402	$0.303	$0.404
Grant date share price (A$)	$0.255	$0.255	$0.255	$0.255
Dividend yield(1)	-	-	-	-
Volatility(2)	75%	75%	75%	75%
Risk-free interest rate	2.03%	2.11%	2.00%	2.09%
Grant date	15-Jun-15	15-Jun-15	16-Jun-15	16-Jun-15
Expiry date	30-Jun-18	30-Jun-19	30-Jun-18	30-Jun-19
Expected life of option(3)	3.04	4.04	3.04	4.04
Fair value at grant date	$0.117	$0.119	$0.117	$0.118

Notes:

(3) The expected life of the options is based on the expiry date of the options as there is limited track record of the early exercise of options.

Rights	Series 1	Series 2	Series 3	Series 4	Series 5
2016 Inputs
Exercise price (A$)
Grant date share price (A$)	0.350	0.350	0.350	0.350	0.470
Dividend yield(1)	-	-	-	-	-
Volatility(2)	-	-	-	-	-
Risk-free interest rate	-	-	-	-	-
Grant date	31 Jul 15	31 Jul 15	31 Jul 15	31 Jul 15	8 Feb 16
Milestone date	31 Dec 15	31 Dec 16	31 Dec 17	31 Dec 18	31 Dec 16
Expiry date	31 Dec 16	30 Jun 17	31 Dec 18	31 Dec 19	30 Jun 17
Expected life of rights(3)	0.42	1.42	2.42	3.42	0.90
Fair value at grant date	0.350	0.350	0.350	0.350	0.470

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170

Rights	Series 6	Series 7	Series 8	Series 9	Series 10
2016 Inputs(Continued)
Exercise price (A$)
Grant date share price (A$)	0.470	0.470	0.480	0.480	0.480
Dividend yield(1)	-	-	-	-	-
Volatility(2)	-	-	-	-	-
Risk-free interest rate	-	-	-	-	-
Grant date	8 Feb 16	8 Feb 16	18 Mar 16	18 Mar 16	18 Mar 16
Milestone date	31 Dec 17	31 Dec 18	31 Dec 16	31 Dec 17	31 Dec 18
Expiry date	31 Dec 18	31 Dec 19	30 Jun 17	31 Dec 18	31 Dec 19
Expected life of rights(3)	1.90	2.90	0.79	1.79	2.79
Fair value at grant date	0.470	0.470	0.480	0.480	0.480

Notes:

(3) The expected life of the Performance Right is based on the Milestone Date of the Performance Rights as this is when the vesting condition is expected to be satisfied.

(f) Terms and conditions of Performance Rights

The unlisted performance share rights ( Performance Rights ) are granted based upon the following terms and conditions:

each Performance Right automatically converts into one Ordinary Share upon vesting of the Performance Right;

each Performance Right is subject to performance conditions (as determined by the Board from time to time) which must be satisfied in order for the Performance Right to vest;

the Performance Rights on issue as at 30 June 2016 each vest separately on completion of the each of the three milestones:

Definitive Feasibility Study Milestone means delivery of a positive Definitive Feasibility Study and Value Engineering, and the Company making a decision to proceed to development of operation evidenced by the Board resolving to continue to develop the Project.

Project Construction Milestone means completion of an agreed % (to be determined by the Board no later than the completion of the Definitive Feasibility Study Milestone) of the project development phase, as per the project development schedule and budget approved by the Board in accordance with the Definitive Feasibility Study Milestone.

Production Milestone means achievement of first uranium production.

if a performance condition of a Performance Right is not achieved by the earlier of the milestone date or the expiry date then the Performance Rights will lapse;

Ordinary Shares issued on conversion of the Performance Rights rank equally with the then Ordinary Shares of the Company;

application will be made by the Company to ASX for official quotation of the Ordinary Shares issued upon conversion of the Performance Rights;

if there is any reconstruction of the issued share capital of the Company, the rights of the Performance Right holders may be varied to comply with the ASX Listing Rules which apply to the reconstruction at the time of the reconstruction;

no application for quotation of the Performance Rights will be made by the Company; and

without approval of the Board, Performance Rights may not be transferred, assigned or novated, except, upon death, a participant's legal personal representative may elect to be registered as the new holder of such Performance Rights and exercise any rights in respect of them.

ANNUAL REPORT 2016

171

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2016 (Continued)

	2016	2015
	$	$
17. REMUNERATION OF AUDITORS
Amounts received or due and receivable by Ernst & Young for:
- an audit or review of the financial reports of the Company
and any other entity in the Consolidated Group	28,240	-
-preparation of income tax return	14,640	-
Amounts received or due and receivable by related practices
of Ernst & Young (2015: Stantons International) for:
- an audit or review of the financial reports of the Company	30,462	33,000
- other services in relation to the Company	58,258	-
Other auditors for:
- an audit or review of the financial reports	10,824	39,517
Total Auditors Remuneration	142,424	72,517

18. SEGMENT INFORMATION

(a) Reconciliation of Non-current Assets by geographical location

	2016	2015
	$	$
Australia	3,834	944
Spain	9,757,548	15,983,064
	9,761,382	15,984,008

19. EARNINGS PER SHARE

The following reflects the income data used in the calculations of basic and diluted earnings per share:

	2016	2015
	$	$
Net loss used in calculating basic and diluted earnings per
share	(13,641,054)	(7,865,605)

(a) Weighted Average Number of Shares

The following reflects the share data used in the calculations of basic and diluted earnings per share:

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172

	Number of Shares	Number of Shares
	2016	2015
Weighted average number of ordinary shares used in
calculating basic earnings per share	182,620,204	180,361,323
Effect of dilutive securities(1)	-	-
Adjusted weighted average number of ordinary shares and
potential ordinary shares used in calculating basic and
diluted earnings per share	182,620,204	180,361,323

Note

(1) At 30 June 2016, 7,700,000 options and 10,555,000 performance rights (which represent 18,255,000 potential ordinary shares) were considered not dilutive as they would decrease the loss per share for the year ended 30 June 2016.

(b) Conversions, Calls, Subscriptions or Issues after 30 June 2016

Since 30 June 2016, the Company has issued the following securities:

On 29 July 2016, 2,345,000 Ordinary Shares were issued on the conversion of 2,345,000 Performance Rights on achieving the Definitive Feasibility Milestone.

Other than as outlined above, there have been no conversions to, calls of, or subscriptions for ordinary shares, since the reporting date and before the completion of this financial report.

20. STATEMENT OF CASH FLOWS

(a) Reconciliation of Net Loss Before Income Tax Expense to Net Cash Flows from Operating Activities

	2016	2015
	$	$
Net loss before income tax expense	(13,641,054)	(7,865,605)
Adjustment for non-cash income and expense items
Depreciation	144,184	147,914
Share-based payments expense	1,713,364	866,475
Other non-cash expenses	-	22,249
Foreign exchange movement	-	(52,351)
Changes in operating assets and liabilities
(Increase)/decrease in trade and other receivables	(82,073)	136,587
Increase/(decrease) in trade and other payables	643,630	(75,245)
(Increase)/decrease in other financial assets	(55,523)	-
Net cash outflow from operating activities	(11,277,472)	(6,819,976)
	2016	2015
	$	$
(b) Reconciliation of Cash and Cash Equivalents
Cash at bank and on hand	11,348,057	1,898,617
Bank short term deposits	-	11,500,000
	11,348,057	13,398,617

ANNUAL REPORT 2016

173

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2016 (Continued)

20. STATEMENT OF CASH FLOWS (Continued)

(c) Credit Standby Arrangements with Banks

At balance date, the Company had no used or unused financing facilities.

(d) Non-cash Financing and Investment Activities

30 June 2016

An amount of $53,996 was recognised as a share-based payment for the issue of shares to a consultant as part of their annual fee. Please refer to Note 16(a).

30 June 2015

There were no non-cash financing or investing activities during the year ended 30 June 2015.

21. FINANCIAL INSTRUMENTS

(a) Overview

The Group's principal financial instruments comprise receivables, payables, security deposits, other financial liabilities, cash and short-term deposits. The main risks arising from the Group's financial instruments are interest rate risk, equity price risk, foreign currency risk, credit risk and liquidity risk.

(b) Credit Risk

There are no significant concentrations of credit risk within the Group. The carrying amount of the Group's financial assets represents the maximum credit risk exposure, as represented below:

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174

	2016	2015
	$	$
Current Assets
Cash and cash equivalents	11,348,057	13,398,617
Trade and other receivables	7,301,108	479,485
	18,649,165	13,878,102
Non-current Assets
Other financial assets	120,637	65,113
	120,637	65,113
	18,769,802	13,943,215

The Group does not have any significant customers and accordingly does not have any significant exposure to bad or doubtful debts.

Trade and other receivables comprise GST/VAT receivable, accrued interest, other miscellaneous receivables and as at 30 June 2016 $6,739,550 (2015: nil) receivable from the advanced royalty payment owed from RCF. Where possible the Group trades only with recognised, creditworthy third parties. It is the Group's policy that all customers who wish to trade on credit terms are subject to credit verification procedures. In addition, receivable balances are monitored on an ongoing basis with the result that the Group's exposure to bad debts is not significant.

(c) Liquidity Risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Board's approach to managing liquidity is to ensure, as far as possible, that the Group will always have sufficient liquidity to meet its liabilities when due. At 30 June 2016 and 2015, the Group has sufficient liquid assets to meet its financial obligations.

		6 - 12
	≤ 6 months	months	1 - 5 years	≥ 5 years	Total
2016	$	$	$	$	$
Group
Financial Assets
Cash and cash equivalents	11,348,057	-	-	-	11,348,057
Trade and other receivables	7,301,108	-	-	-	7,301,108
Securitybonds	-	-	120,637	-	120,637
	18,649,165	-	120,637	-	18,769,802
Financial Liabilities
Trade and other payables	2,081,914	-	-	-	2,081,914
Other financial liabilities	26,656	-	-	-	26,656
	2,108,570	-	-	-	2,108,570

ANNUAL REPORT 2016

175

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 (Continued)

21. FINANCIAL INSTRUMENTS (Continued)

(c) Liquidity Risk (Continued)

		6 - 12
	≤ 6 months	months	1 - 5 years	≥ 5 years	Total
2015	$	$	$	$	$
Group
Financial Assets
Cash and cash equivalents	13,398,617	-	-	-	13,398,617
Trade and other receivables	479,485	-	-	-	479,485
Security bonds	-	-	65,113	-	65,113
	13,878,102	-	65,113	-	13,943,215
Financial Liabilities
Trade and other payables	1,033,297	-	-	-	1,033,297
Other financial liabilities	290,278	-	-	-	290,278
	1,323,575	-	-	-	1,323,575

(d) Interest Rate Risk

The Group's exposure to the risk of changes in market interest rates relates primarily to the cash and short-term deposits with a floating interest rate.

At the reporting date, the interest rate profile of the Group's interest-bearing financial instruments was:

	2016	2015
	$	$
Interest-bearing Financial Instruments
Cash at bank and on hand	11,348,057	1,898,617
Bank short term deposits	-	11,500,000
	11,348,057	13,398,617

The Group's cash at bank and on hand and short term deposits had a weighted average floating interest rate at year end of 2.12%% (2015: 2.72%).

The Group currently does not engage in any hedging or derivative transactions to manage interest rate risk.

Interest rate sensitivity

A sensitivity of one per cent has been selected as this is considered reasonable given the current level of both short term and long term interest rates. A 1% movement in interest rates at the reporting date would have increased (decreased) profit and loss by the amounts shown below based on the average amount of interest bearing financial instruments held. This analysis assumes that all other variables, in particular foreign currency rates, remain constant. The analysis is performed on the same basis for 2015.

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176

	Profit or Loss
	1%	1% Decrease
	Increase	$
	$
2016
Group
Cash and cash equivalents	113,480	(113,480)
2015
Group
Cash and cash equivalents	133,986	(133,986)

(e) Foreign Currency Risk

As a result of activities overseas, the Group's statement of financial position can be affected by movements in exchange rates.

The Group also has transactional currency exposures. Such exposure arises from transactions denominated in currencies other than the functional currency of the entity.

The Group currently does not engage in any hedging or derivative transactions to manage foreign currency risk.

The Group's exposure to foreign currency risk throughout the current and prior year primarily arose from the Group's wholly owned subsidiaries Berkeley Minera Espana, S.L. and Geothermal Energy Sources, S.L whose functional currency is the Euro. Foreign currency risk arises on translation of the net assets of these controlled entities to Australian dollars. The foreign currency gains or losses arising from this risk are recorded through the foreign currency translation reserve. There is no hedging of this risk.

Sensitivity analysis for currency risk

A 10% strengthening/weakening of the Australian dollar against the Euro at 30 June 2016 would have increased/(decreased) the net financial assets of the Spanish controlled entities by A$50,296 and (A$50,296) (2015: A$40,091 and (A$40,091)).

There would be no impact on profit or loss arising from these changes in the currency risk variables as all changes in value are taken to a reserve.

The above analysis assumes that all other variables, in particular interest rates, remain constant. The analysis for 2015 has been performed on the same basis.

(f) Equity Price Risk

The Group is not exposed to equity price risk as it does not hold any equity interests other than interests in subsidiaries.

Equity price sensitivity

There is no effect on the net loss or equity reserves as at 30 June 2016 as the Group does not have an exposure to equity price risk from equity investments at that date.

The Group's sensitivity to equity prices has not changed significantly from the prior years.

(g) Commodity Price Risk

ANNUAL REPORT 2016

177

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2016 (Continued)

21. FINANCIAL INSTRUMENTS (Continued)

(h) Capital Management

(i) Fair Value

22. CONTINGENT LIABILITIES

The Group had no contingent liabilities at 30 June 2016 (2015: Nil).

23. SUBSEQUENT EVENTS

(i) On 14 July 2016, the Company announced the results of the completed DFS which confirmed the Salamanca mine as one of the lowest cost producers capable of generating strong after tax cash flow through the current low in the uranium price cycle;
(ii) On 29 July 2016, the Company issued 2,345,000 Ordinary shares on conversion of the DFS Performance Rights on the announcement of the DFS results;
(iii) 19 August 2016, the Company received the US$5 million for the advance royalty sale to RCF; and
(iv) On 20 September 2016, the Company announced that it had signed a LOI relating to the sale of the first million pounds of production from the Salamanca mine.

Other than as outlined above, as at the date of this report there are no matters or circumstances, which have arisen since 30 June 2016 that have significantly affected or may significantly affect:

the operations, in financial years subsequent to 30 June 2016, of the Consolidated Entity;
the results of those operations, in financial years subsequent to 30 June 2016, of the Consolidated Entity; or
the state of affairs, in financial years subsequent to 30 June 2016, of the Consolidated Entity.

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178

PART C - FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017

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179

INDEPENDENT AUDITOR’S REPORT

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Ernst & Young Tel: +61 8 9429 2222 11 Mounts Bay Road Fax: +61 8 9429 2436 Perth WA 6000 Australia ey.com/au GPO Box M939 Perth WA 6843

Independent auditor's report to the Members of Berkeley Energia Limited Report on the audit of the financial report

Opinion

We have audited the financial report of Berkeley Energia Limited (the Company) and its subsidiaries (collectively the Group), which comprises the consolidated statement of financial position as at 30 June 2017, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, notes to the financial statements, including a summary of significant accounting policies, and the directors' declaration.

In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001 , including:

(i) giving a true and fair view of the consolidated financial position of the Group as at 30 June 2017 and of its consolidated financial performance for the year ended on that date; and
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001 .

Basis for opinion

We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current year. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, but we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the financial repor t section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the financial report. The results of our audit procedures, including the procedures performed to address the matters, provide the basis for our audit opinion on the accompanying financial report.

A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation

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1. Capitalised exploration and evaluation assets

Why significant How our audit addressed the key audit matter The carrying value of exploration and evaluation We evaluated the Group’s assessment of the assets is subjective as it is based on the Group’s recoverability of exploration and evaluation assets. ability, and intention, to continue to explore the In performing our procedures, we: asset. The carrying value may also be impacted by the results of exploration work indicating that the • considered the Group’s right to explore in the mineral reserves may not be commercially viable relevant exploration area, which included for extraction. Accordingly, the recoverability of obtaining and assessing supporting capitalised exploration and evaluation assets was documentation such as licence agreements and considered to be a key audit matter correspondence with relevant government agencies
Refer to Note 6 – Non-Current Assets – Exploration Expenditure to the financial report for the amounts • considered the Group’s intention to carry out held on the consolidated statement of financial significant exploration and evaluation activity in
position by the Group as at 30 June 2017 and the relevant exploration area, which included an
related disclosures. assessment of the Group’s cash-flow forecast models, enquiries with senior management and Directors as to the intentions and strategy of the Group
considered whether the Group had made an assessment that technical and commercial viability of extracting mineral resources had been demonstrated in considering whether it was appropriate to continue to classify the capitalised mineral exploration and evaluation expenditure as an exploration and evaluation asset

We have also assessed the adequacy of the disclosures in Notes 1( s ) and 6.

A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation

ANNUAL REPORT 2017

181

INDEPENDENT AUDITOR’S REPORT

(Continued)

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2. Share-based payments

How our audit addressed the key audit matter

y significant

he current year, the Group granted share-
ed payment awards in the form of
formance rights. The awards vest subject to
achievement of certain vesting conditions.
determining the share-based payments
ense the Group uses assumptions in respect
the achievement of future non-market
formance conditions.
e to the complexity and judgemental estimates
d in determining the valuation of the share-
ed payments and vesting period, we
nsidered the Group’s calculation of the share-
ed payments expense to be a key audit matter.
fer to Note 16 to the financial report for the
re-based payments expense recognised for
year ended 30 June 2017 and related
closures.

For awards granted or vesting during the year, in
performing our procedures we:
•
assessed the assumptions used in the Group’s
fair value calculation, being the share price of
the underlying equity and grant date
•
assessed the vesting period assumptions and
probability of achievement of the performance
conditions
We also assessed the adequacy of the disclosures
in Note 16.

Information other than the financial report and auditor’s report

The directors are responsible for the other information. The other information comprises the information included in the Company’s 2017 Annual Report, but does not include the financial report and our auditor’s report thereon.

Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon, with the exception of the Remuneration Report and our related assurance opinion.

In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the directors for the financial report

The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.

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In preparing the financial report, the directors are responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters relating to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial report

Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.

As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the financial report. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.

We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation

ANNUAL REPORT 2017

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INDEPENDENT AUDITOR’S REPORT

(Continued)

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We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated to the directors, we determine those matters that were of most significance in the audit of the financial report of the current year and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on the audit of the remuneration report

Opinion on the remuneration report

We have audited the Remuneration Report included in pages 14 to 22 of the directors' report for the year ended 30 June 2017.

In our opinion, the Remuneration Report of Berkeley Energia Limited for the year ended 30 June 2017, complies with section 300A of the Corporations Act 2001.

Responsibilities

The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001 . Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.

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Ernst & Young

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G H Meyerowitz Partner Perth 29 September 2017

A member firm of Ernst & Young Global Limited

dards Legislation

184

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2017

	Note	2017	2016
		$	$
Revenue and other income	2	463,639	248,868
Corporate and administration expenses		(1,750,862)	(1,348,966)
Exploration and evaluation expenses		(11,045,135)	(9,213,493)
Business Development expenses		(2,697,276)	(1,614,099)
Share-based payment expenses	16(a)	(1,020,106)	(1,713,364)
Loss before income tax		(16,049,740)	(13,641,054)
Income tax benefit/ (expense)	4	-	-
Loss after income tax		(16,049,740)	(13,641,054)
Other comprehensive income, net of income tax:
Items that may be classified subsequently to profit or loss:
Exchange differences arising on translation of foreign
operations		(344,395)	125,016
Other comprehensive income, net of income tax		(344,395)	125,016
Total comprehensive loss for the year attributable to
Members of Berkeley Energia Limited		(16,394,135)	(13,516,038)
Basic and dilutedloss pershare (cents pershare)	19	(6.88)	(7.47)

The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying Notes

ANNUAL REPORT 2017

185

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2017

	Note	2017	2016
		$	$
ASSETS
Current Assets
Cash and cash equivalents	20(b)	34,814,971	11,348,057
Trade and other receivables	5	1,478,139	7,301,108
Total Current Assets		36,293,110	18,649,165
Non-current Assets
Exploration expenditure	6	7,945,014	7,788,515
Property, plant and equipment	7	9,799,308	1,852,230
Other financial assets	8	160,351	120,637
Total Non-current Assets		17,904,673	9,761,382
TOTAL ASSETS		54,197,783	28,410,547
LIABILITIES
Current Liabilities
Trade and other payables	9	5,208,363	2,081,914
Provisions	10	522,810	26,656
Total Current Liabilities		5,731,173	2,108,570
TOTAL LIABILITIES		5,731,173	2,108,570
NET ASSETS		48,466,610	26,301,977
EQUITY
Equity attributable to equity holders of the
Company
Issued capital	11	168,050,788	129,514,703
Reserves	12	106,965	428,677
Accumulated losses		(119,691,143)	(103,641,403)
TOTAL EQUITY		48,466,610	26,301,977

The above Statement of Financial Position should be read in conjunction with the accompanying Notes

BERKELEY ENERGIA LIMITED

186

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 30 JUNE 2017

	Note	2017	2016
		$	$
Cash flows from operating activities
Payments to suppliers and employees		(12,700,576)	(11,578,946)
Interest received		460,344	289,672
Rebates received		-	11,802
Net cash outflow from operating activities	20(a)	(12,240,232)	(11,277,472)
Cash flows from investing activities
Exploration acquisition costs		-	(12,050)
Proceeds from sale of royalty (note 6)		6,530,826	-
Payments for property, plant and equipment		(8,134,766)	(334,629)
Net cash outflow from investing activities		(1,603,940)	(346,679)
Cash flows from financing activities
Proceeds from issue of securities		39,755,838	9,594,812
Transaction costs from issue of securities		(2,217,177)	(20,131)
Net cash inflow from financing activities		37,538,661	9,574,681
Net decrease in cash and cash equivalents held		23,694,489	(2,049,470)
Cash and cash equivalents at the beginning of the financial year		11,348,057	13,398,617
Effects of exchange rate changes on cash and cash equivalents		(227,575)	(1,090)
Cash and cash equivalents at the end of the financial year	20(b)	34,814,971	11,348,057

The above Statement of Cash Flows should be read in conjunction with the accompanying Notes

ANNUAL REPORT 2017

187

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2017

Issued Capital	Share- Based Payments Reserve	Foreign Currency Translation Reserve	Accumulated Losses Total Equity
$	$	$	$ $
As at 1 July 2016 129,514,703 Total comprehensive loss for the period: Net loss for the year - Other Comprehensive Income: Exchange differences arising on translationof foreignoperations -	2,768,536 - -	(2,339,859) - (344,395)	(103,641,403) 26,301,977 (16,049,740) (16,049,740) - (344,395)
Total comprehensive income/(loss) -	-	(344,395)	(16,049,740) (16,394,135)
Transactions with owners, recorded directly in equity: Issue of ordinary shares 39,745,489 Exercise of incentive options 57,623 Share issue costs (2,217,177) Adjustment for performance rights forfeited - Transfer from share-based payments reserve 950,150 Share-based payments -	- - - (224,128) (950,150) 1,196,961	- - - - - -	- 39,745,489 - 57,623 - (2,217,177) - (224,128) - - - 1,196,961
As at 30 June 2017 168,050,788	2,791,219	(2,684,254)	(119,691,143) 48,466,610
As at 1 July 2015 119,358,591 Total comprehensive loss for the period: Net loss for the year -	2,106,668 -	(2,464,875) -	(90,461,849) 28,538,535 (13,641,054) (13,641,054)
Other Comprehensive Income: Exchange differences arising on translationof foreignoperations -	-	125,016	- 125,016
Total comprehensive income/(loss) - Transactions with owners, recorded directlyinequity:	-	125,016	(13,641,054) (13,516,038)
Issue of ordinary shares 6,936,308 Exercise of incentive options 2,712,500 Share issue costs (28,696) Expiry of incentive options - Transfer from share-based payments reserve 536,000 Share-based payments -	- - - (461,500) (536,000) 1,659,368	- - - - - -	- 6,936,308 - 2,712,500 - (28,696) 461,500 - - - - 1,659,368
As at 30 June 2016 129,514,703	2,768,536	(2,339,859)	(103,641,403) 26,301,977

The above Statement of Changes in Equity should be read in conjunction with the accompanying Notes

BERKELEY ENERGIA LIMITED

188

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2017

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies adopted in preparing the financial report of Berkeley Energia Limited (‘Berkeley’ or ‘Company’ or ‘Parent’) and its consolidated entities (‘Consolidated Entity’ or ‘Group’) for the year ended 30 June 2017 are stated to assist in a general understanding of the financial report.

Berkeley is a company limited by shares incorporated in Australia whose shares are publicly traded on the Australian Securities Exchange (‘ASX’) and the Alternative Investment Market (‘AIM’) on the London Stock Exchange.

The financial report of the Company for the year ended 30 June 2017 was authorised for issue in accordance with a resolution of the Directors.

(a) Basis of Preparation

The financial report has been prepared on a historical cost basis. The financial report is presented in Australian dollars.

(b) Statement of Compliance

The financial report complies with Australian Accounting Standards and International Financial Reporting Standards (‘IFRS’) as issued by the International Accounting Standards Board.

New and revised standards and amendments thereof and interpretations effective for the current reporting period that are relevant to the Group include:

(i) AASB 2014-4 Amendments to Australian Accounting Standards - Clarification of Acceptable Methods of Depreciation and Amortisation which clarify the principle in AASB 116 Property, Plant and Equipment and AASB 138 Intangible Assets that revenue reflects a pattern of economic benefits that are generated from operating a business (of which the asset is part) rather than the economic benefits that are consumed through use of the asset;
(ii) AASB 2015-1 Amendments to Australian Accounting Standards - Annual Improvements to Australian Accounting Standards 2012–2014 Cycle which clarify certain requirements in AASB 5 Non-current Assets Held for Sale and Discontinued Operations, AASB 7 Financial Instruments: Disclosures, AASB 119 Employee Benefits, and AASB 134 Interim Financial Reporting; and
(iii) AASB 2015-2 Amendments to Australian Accounting Standards - Disclosure Initiative: Amendments to AASB 101 which amends AASB 101 Presentation of Financial Statements to clarify existing presentation and disclosure requirements and to ensure entities are able to use judgement when applying the Standard in determining what information to disclose, where and in what order information is presented in their financial statements.

ANNUAL REPORT 2017

189

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2017 (Continued)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet effective have not been adopted by the Group for the annual reporting period ended 30 June 2017. Those which may be relevant to the Group are outlined in the table below and are not expected to have a significant impact on the Group's financial statements.

Standard/Interpretation	Application date of standard	Application date for Group
AASB 2016-2_Amendments to Australian Accounting Standards - Disclosure Initiative: _Amendments to AASB 107	1 January 2017	1 July 2017
AASB 9_Financial Instruments_, and relevant amending standards	1 January 2018	1 July 2018
AASB 15_Revenue from Contracts with Customers_, and relevant amending standards	1 January 2018	1 July 2018
AASB 2016-5_Amendments to Australian Accounting Standards – Classification and_ Measurement of Share-based Payment Transactions	1 January 2018	1 July 2018
AASB Interpretation 22_Foreign Currency Transactions and Advance Consideration_	1 January 2018	1 July 2018
AASB 16_Leases_	1 January 2019	1 July 2019

(c) Principles of Consolidation

(d) Business Combinations

The aquisition method of accounting is used to account for business combinations regardless of whether equity instruments or other assets are acquired. The cost of a business combination is measured as the fair value of the assets given, shares issued or liabilities incurred or assumed at the date of exchange and the amount of any noncontrolling interest in the acquiree. For each business combination, the acquirer measures the non-controlling interest in the acquiree either at fair value or at the proportionate share of the acquiree's identifiable net assets. Acquisition-related costs are expensed as incurred.

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190

(e) Significant Accounting Judgements, Estimates and Assumptions

The preparation of the financial report requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

In particular, information about significant areas of estimation uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amount recognised in the financial statements are described in the following notes:

Exploration and Evaluation Assets (Note 6)
Accounting for the sale of royalty (Note 6)
Share-Based Payments (Note 16)
Functional currency of foreign operations (Note 21(e))

(f) Revenue Recognition

(i) Interest

(g) Foreign Currency Translation

Both the functional and presentation currency of Berkeley at 30 June 2017 was Australian Dollars.

The following table sets out the functional currency of the subsidiaries (unless dormant) of the Group:

	Company Name	Functional Currency
	Berkeley Exploration Limited	A$
	Berkeley Minera Espana, S.A.	Euro
	Geothermal Energy Sources, S.L.	Euro

Each entity in the Group determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency.

ANNUAL REPORT 2017

191

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 (Continued)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(g) Foreign Currency Translation (Continued)

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate as at the date of the initial transaction.

(h) Income Tax

Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in equity.

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192

(i) Cash and Cash Equivalents

(j) Impairment of Non-Current Assets

The Group assesses at each reporting date whether there is an indication that a non-current asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate of the asset's recoverable amount. An asset's recoverable amount is the higher of its fair value less costs to dispose and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets of groups of assets and the asset's value in use cannot be estimated to be close to its fair value. In such cases the asset is tested for impairment as part of the cash-generating unit to which it belongs. When the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, the asset or cash-generating unit is considered impaired and is written down to its recoverable amount.

An assessment is also made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset's recoverable amount since the last impairment loss was recognised. If that is the case the carrying amount of the asset is increased to its recoverable amount. The increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in profit or loss unless the asset is carried at a revalued amount, in which case the reversal is treated as a revaluation increase. After such a reversal the depreciation charge is adjusted in future periods to allocate the asset's revised carrying amount, less any residual value, on a systematic basis over its remaining useful life.

(k) Trade and Other Receivables

(l) Investments and Other Financial Assets

Classification

When financial assets are recognised initially they are measured at fair value, plus, in the case of investments not at fair value through profit or loss, les directly attributable transaction costs. The Group determines the classification of its financial assets after initial recognition and, when allowed and appropriate, re-evaluates this designation at each financial year-end.

ANNUAL REPORT 2017

193

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 (Continued)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(l) Investments and Other Financial Assets (Continued)

Impairment

Collectability of receivables is reviewed on an ongoing basis. Individual debts that are known to be uncollectible are written off when identified. An impairment allowance is recognised when there is objective evidence that the Consolidated Entity will not be able to collect the receivable. Financial difficulties of the debtor, default payments or debts more than 60 days overdue are considered objective evidence of impairment. The amount of the impairment loss is the receivable carrying amount compared to the present value of estimated future cash flows, discounted at the original effective interest rate.

(m) Property, Plant and Equipment

Plant and equipment are depreciated on a reducing balance or straight line basis at rates based upon the individual assets effective useful life as follows:

		Life
	Plant and equipment	2 - 13 years
	Property	50 years

The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each balance date.

An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.

(n) Trade and Other Payables

(o) Employee Leave Benefits

(p) Issued Capital

Ordinary shares are classified as equity. Issued and paid up capital is recognised at the fair value of the consideration received by the Company.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

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194

(q) Dividends

Provision is made for the amount of any dividend declared on or before the end of the year but not distributed at balance date.

(r) Earnings per Share (EPS)

(s) Exploration and Evaluation Expenditure

Expenditure on exploration and evaluation is accounted for in accordance with the 'area of interest' method.

A provision for unsuccessful exploration and evaluation is created against each area of interest by means of a charge to the income statement.

Impairment

(t) Goods and Services Tax

Revenues, expenses and assets are recognised net of the amount of GST except:

when the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and
receivables and payables are stated with the amount of GST included.

ANNUAL REPORT 2017

195

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 (Continued)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(t) Goods and Services Tax (Continued)

The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the statement of financial position.

Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority.

(u) Share Based Payments

(i) Equity settled transactions:

In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions linked to the price of the shares of Berkeley (market conditions) if applicable.

No expense is recognised for awards that do not ultimately vest, except for awards where vesting is only conditional upon a market condition.

The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of earnings per share.

(v) Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the Group expects some or all of a provision to be reimbursed, for example, under an insurance contract, the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. The expense relating to a provision is presented in the statement of profit or loss net of any reimbursement.

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196

If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost

	2017	2016
	$	$
2. REVENUE AND OTHER INCOME
Revenue – Interest Income	463,639	237,065
R&D Rebate received	-	11,803
	463,639	248,868
3. EXPENSES AND LOSSES
Loss from ordinary activities before income tax expense
includes the following specific expenses:
(a) Expenses
Depreciation and amortisation
- Plant and equipment	187,688	144,184
(b) Employee Benefits Expense
Salaries, wages and fees	3,728,883	3,263,431
Defined contribution/Social Security	513,359	498,761
Share-based payments (refer Note16(a))	972,833	1,659,368
Total Employee Benefits Expense	5,215,075	5,421,560
4. INCOME TAX EXPENSE
(a) Recognised in the Income Statement
Current income tax
Current income tax expense in respect of the year	-	-
Deferred income tax
Relating to origination and reversal of temporary
differences	-	-
Income tax reported in the income statement	-	-

ANNUAL REPORT 2017

197

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 (Continued)

	2017	2016
	$	$
4. INCOME TAX EXPENSE (Continued)
(b) Reconciliation Between Tax Expense and
Accounting Loss Before Income Tax
Accounting loss before income tax	(16,049,740)	(13,641,054)
At the domestic income tax rate of 27.5% (2016: 30%)	(4,413,678)	(4,092,316)
Effect of decrease in Australian income tax rate	1,371,097	-
Expenditure not allowable for income tax purposes	458,671	693,421
Income not assessable for income tax purposes	-	(3,541)
Foreign currency exchange gains and other translation
adjustments	15,960	327
Adjustments in respect of current income tax of previous
years	198,620	(170,489)
Temporary differences not brought to account	2,369,330	3,572,598
Income tax (benefit)/expense reported in the income
statement	-	-
(c) Deferred Income Tax
Deferred income tax relates to the following:
Deferred Tax Liabilities
Accrued interest	5,616	5,138
Deferred tax assets used to offset deferred tax liabilities	(5,616)	(5,138)
	-	-
Deferred Tax Assets
Accrued expenditure	217,479	101,748
Exploration and evaluation assets	9,207,907	7,482,890
Tax losses available to offset against future taxable
income	9,591,072	9,062,012
Deferred tax assets used to offset deferred tax liabilities	(5,616)	(5,138)
Deferred tax assets not brought to account	(19,010,842)	(16,641,512)
	-	-

This future income tax benefit will only be obtained if:

future assessable income is derived of a nature and of an amount sufficient to enable the benefit to be realised;
the conditions for deductibility imposed by tax legislation continue to be complied with; and
no changes in tax legislation adversely affect the Company in realising the benefit.
(d) Tax Consolidations

As Berkeley Energia Limited is the only Australian company in the Group, tax consolidation is not applicable.

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198

		2017	2016
	Notes	$	$
5. CURRENT ASSETS – TRADE AND OTHER
RECEIVABLES
GST and other taxes receivable		1,361,752	416,969
Interest receivable		20,421	17,125
Advanced royalty sale receivable	6	-	6,739,550
Other		95,966	127,464
		1,478,139	7,301,108
All trade and other receivables are current and no amounts are impaired
6. NON-CURRENT ASSETS –
EXPLORATION EXPENDITURE
The group has mineral exploration costs carried forward in respect of areas of interest(1):
Areas in exploration at cost:
Balance at the beginning of year		7,788,515	14,257,110
Net (disposals)/additions		11,432	12,484
Deduction for advanced royalty sale(2)	5	-	(6,739,550)
Foreign exchange differences		145,067	258,471
Balance at end of year		7,945,014	7,788,515
Notes:

(1) The value of the exploration interests is dependent upon the discovery of commercially viable reserves and the successful development or alternatively sale, of the respective tenements. An amount of €6m (A$8.69m) was capitalised in respect of fees paid to ENUSA under the Co-operation Agreement relating to the tenements within the State Reserves. The Company reached agreement with ENUSA in July 2012 in the form of an Addendum to the Consortium Agreement signed in January 2009. The Addendum includes the following terms:
The Consortium now consists of State Reserves 28 and 29;
Berkeley's stake in the Consortium has increased to 100%;
ENUSA will remain the owner of State Reserves 28 and 29, however the exploitation rights have been assigned to Berkeley, together with authority to submit all applications for the permitting process;
The Company is now the sole and exclusive operator in the Addendum Reserves, with the right to exploit the contained uranium resources and has full ownership of any uranium produced;
ENUSA will receive a production fee equivalent to 2.5% of the net sale value (after marketing and transport costs) of any uranium produced within the Addendum Reserves;
Berkeley has waived its rights to mining in State Reserves 2,25, 30, 31, Hoja 528-1 and the Saelices El Chico Exploitation Concession, and has waived any rights to management of the Quercus plant; and
The Co-operation Agreement with ENUSA, signed on 29 January 2009, has been terminated.
(2) In June 2016, the Company completed an upfront royalty sale to major shareholder Resource Capital Funds (‘RCF’). The royalty financing comprised the sale of a 0.375% fully secured net smelter royalty over the project for US$5 million (A$6.7million). The funds from the royalty were received during the current financial year.

ANNUAL REPORT 2017

199

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 (Continued)

	2017	2016
	$	$
7. NON-CURRENT ASSETS – PROPERTY,
PLANT AND EQUIPMENT
(a) Plant and equipment
At beginning of financial year, net of accumulated
depreciation and impairment	189,138	230,605
Additions	902,722	79,301
Depreciation charge for the year	(172,966)	(112,178)
Disposals	(12,620)	(16,419)
Foreign exchange differences	(6,385)	7,829
At end of financial year, net of accumulated
depreciation and impairment	899,889	189,138
At beginning of financial year
Gross carrying amount – at cost	1,123,504	816,333
Accumulated depreciation and impairment	(934,366)	(585,728)
Net carryingamount	189,138	230,605
At end of financial year
Gross carrying amount – at cost	1,980,547	1,123,504
Accumulated depreciation and impairment	(1,080,658)	(934,366)
Net carrying amount	899,889	189,138
(b) Property
At beginning of financial year, net of accumulated
depreciation and impairment	1,663,092	1,431,180
Additions	7,436,207	225,375
Depreciation charge for the year	(31,733)	(31,733)
Disposals	(64,167)
Foreign exchange differences	(103,980)	38,270
At end of financial year, net of accumulated
depreciation and impairment	8,899,419	1,663,092
At beginning of financial year
Gross carrying amount – at cost	1,779,413	1,513,975
Accumulated depreciation and impairment	(116,321)	(82,795)
Net carrying amount	1,663,092	1,431,180
At end of financial year
Gross carrying amount – at cost	9,046,825	1,779,413
Accumulated depreciation and impairment	(147,406)	(116,321)
Net carryingamount	8,899,419	1,663,092

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200

	2017	2016
	$	$
(c) Total Property, Plant and Equipment
At beginning of financial year, net of accumulated
depreciation and impairment	1,852,230	1,661,785
Additions	8,338,929	304,676
Depreciation charge for the year	(204,699)	(143,911)
Disposals	(76,787)	(16,419)
Foreign exchange differences	(110,365)	46,099
At end of financial year, net of accumulated depreciation
and impairment	9,799,308	1,852,230
8. NON-CURRENT ASSETS – OTHER
FINANCIAL ASSETS
Security bonds	160,351	120,637
9. CURRENT LIABILITIES – TRADE AND
OTHER PAYABLES
Trade creditors	4,417,530	1,751,792
Accrued expenses	790,833	330,122
	5,208,363	2,081,914
All trade and other payables are current. There are no overdue amounts.	Trade creditors are non-interest bearing and settled on 30 day
terms. Accrued expenses are non-interest bearing and have an average ter m of six months.
10. CURRENT LIABILITIES – PROVISIONS
Provisions	522,810	26,656
Reforestation provision to plant 30,000 young oak trees as part of the envir ronmental licence at the project.
11. ISSUED CAPITAL
(a) Issued and Paid up Capital
254,512,198 (2016: 198,323,023) fully paid ordinary
shares	168,050,788	129,514,703

ANNUAL REPORT 2017

201

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 (Continued)

11. ISSUED CAPITAL (Continued)

(b) Movements in Ordinary Share Capital During the Past Two Years:

		Number of
Date	Details	Shares	$
1 Jul 15	Opening Balance	180,361,323	119,358,591
22 Dec 15	Issue of shares on exercise of $0.475 Incentive Options	500,000	237,500
23 Dec 15	Issue of shares on conversion of Performance Rights	830,000	-
23 Dec 15	Issue of shares to consultant as part of their annual fee	120,000	53,996
19 May 16	Placement	11,011,700	6,882,312
19 May 16	Issue of shares on exercise of $0.45 incentive options	500,000	225,000
17 Jun 16	Issue of shares on exercise of $0.45 incentive options	5,000,000	2,250,000
Jul 15 to Jun 16	Transfer from share-based payments reserve	-	536,000
Jul 15 to Jun 16	Share issue costs	-	(28,696)
30 Jun 16	Closing Balance	198,323,023	129,514,703
1 Jul 16	Opening Balance	198,323,023	129,514,703
29 Jul 16	Issue of shares on conversion of performance rights	2,345,000	-
28 Sep 16	Issue of shares to consultant as part of their fee	40,000	30,000
9 Nov 16	Placement (Tranche 1)	35,712,381	25,941,198
16 Dec 16	Placement (Tranche 2)	17,869,572	13,757,018
23 Dec 16	Issue of shares on exercise of £0.15 Incentive Options	100,000	24,695
23 Dec 16	Issue of shares on exercise of £0.20 Incentive Options	100,000	32,928
26 May 17	Issue of shares to consultant as part of their fee	22,222	17,273
Jul 16 to Jun 17	Transfer from share-based payments reserve	-	950,150
Jul 16 to Jun 17	Share issue costs		(2,217,177)
30 Jun 17	Closing Balance	254,512,198	168,050,788

(c) Terms and conditions of Ordinary Shares

(i) General

The ordinary shares (‘Shares’) are ordinary shares and rank equally in all respects with all ordinary shares in the Company.

(ii) Reports and Notices

(iii) Voting

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or by proxy, attorney or representative (in the case of a Company) has one vote for any Share held by the Shareholder.

(iv) Variation of Shares and Rights Attaching to Shares

Shares may be converted or cancelled with member approval and the Company's share capital may be reduced in accordance with the requirements of the Corporations Act.

(v) Unmarketable Parcels

(vi) Changes to the Constitution

(vii) Listing Rules

12. RESERVES

		2017	2016
	Note	$	$
Share-based payments reserve	12(b)	2,791,219	2,768,536
Foreign currency translation reserve		(2,684,254)	(2,339,859)
		106,965	428,677

(a) Nature and Purpose of Reserves

Share-based payments reserve

The share-based payments reserve records the fair value of share-based payments made by the Company.

Foreign currency translation reserve

Exchange differences arising on translation of a foreign controlled entity are taken to the foreign currency translation reserve, as described in Note 1(g). The reserve is recognised in profit and loss when the net investment is disposed of.

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NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 (Continued)

12. RESERVES (Continued)

(b) Movements in Options and Performance Rights during the Past Two Years:

		Number of	Number of
		Incentive	Performance
Date	Details	Options	Rights	$
1 Jul 15	Opening Balance	15,450,000	2,776,000	2,106,668
21 Sep 15	Expiry of $0.41 Incentive Options	(1,000,000)	-	(203,000)
31 Jul 15	Grant of performance rights	-	4,804,000	-
22 Dec 15	Exercise of $0.475 Incentive Options	(500,000)	-	(117,500)
22 Dec 15	Expiry of $0.475 Incentive Options	(1,250,000)	-	(258,500)
23 Dec 15	Conversion of performance rights	-	(830,000)	(290,500)
12 Feb 16	Grant of performance rights	-	2,905,000	-
12 Feb 16	Grant of £0.25 Incentive Options	150,000	-	-
12 Feb 16	Grant of £0.30 Incentive Options	150,000	-	-
12 Feb 16	Grant of £0.40 Incentive Options	200,000	-	-
18 Mar 16	Grant of performance rights	-	900,000	-
19 May 16	Exercise of $0.45 Incentive Options	(500,000)	-	(128,000)
17 Jun 16	Exercise of $0.45 Incentive Options	(5,000,000)	-	-
Jul 15 to Jun 16	Share-based payments expense	-	-	1,659,368
30 Jun 16	Closing Balance	7,700,000	10,555,000	2,768,536
1 Jul 16	Opening Balance	7,700,000	10,555,000	2,768,536
29 Jul 16	Conversion of performance rights	-	(2,345,000)	(926,550)
23 Dec 16	Exercise of £0.15 incentive options	(100,000)	-	(11,700)
23 Dec 16	Exercise of £0.20 incentive options	(100,000)	-	(11,900)
25 May 17	Grant of performance rights	-	400,000	-
Jul 16 to Jun 17	Adjustment for performance rights
	forfeited	-	-	(224,128)
Jul 16 to Jun 17	Share-based payments expense	-	-	1,196,961
30 Jun 17	Closing Balance	7,500,000	8,610,000	2,791,219

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13. PARENT ENTITY INFORMATION

	2017	2016
	$	$
Current assets	19,807,945	10,796,723
Total assets	35,060,065	25,898,486
Current liabilities	1,175,125	1,312,020
Total liabilities	1,175,125	1,312,020
Net Assets	33,884,940	24,586,466
Issued Capital	168,050,788	129,514,703
Reserves	2,791,219	2,768,536
Accumulated losses	(136,957,067)	(107,696,774)
Total equity	33,884,940	24,586,465
Profit/(Loss) of the parent entity	(29,260,293)	(14,295,847)
Total comprehensive Profit/(Loss) of the parent entity	(29,260,293)	(14,295,847)

The Parent Company had no guarantees, commitments or contingencies at 30 June 2017 other than as disclosed elsewhere in this report.

14. RELATED PARTY DISCLOSURES

(a) Subsidiaries

The consolidated financial statements include the financial statements of the Company and the subsidiaries listed in the following table:

	Place of
Name of Controlled Entity	Incorporation	Equity	Interest
		2017	2016
		%	%
Berkeley Exploration Ltd	UK	100	100
Berkeley Minera Espana, S.L.	Spain	100	100
Geothermal Energy Sources, S.L.	Spain	100	100

(b) Ultimate Parent

Berkeley Energia Limited is the ultimate parent of the Group.

(c) Key Management Personnel

Details relating to Key Management Personnel, including remuneration paid, are included at Note 15.

(d) Transactions with Related Parties in the Consolidated Group

Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note.

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NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 (Continued)

15. KEY MANAGEMENT PERSONNEL

(a) Details of Key Management Personnel

The Key Management Personnel of the Group during or since the end of the financial year were as follows:

Directors

Ian Middlemas Chairman Paul Atherley Managing Director Nigel Jones Non-Executive Director (appointed 7 June 2017) Adam Parker Non-Executive Director (appointed 14 June 2017) Robert Behets Non-Executive Director James Ross Non-Executive Director (retired 7 June 2017)

Other KMP

Francisco Bellón del Rosal General Manager Operations Javier Colilla Peletero Chief Administration Officer Paul Thomson Chief Financial Officer (appointed 12 January 2017) Hugo Schumann Chief Commercial Officer Dylan Browne Company Secretary

There were no other key management personnel of the Company or the Group. Unless otherwise disclosed, the Key Management Personnel held their position from 1 July 2016 to 30 June 2017.

(b) Key Management Personnel Compensation

	2017	2016
	$	$
Short-term benefits	(2,403,948)	(2,055,105)
Post-employment benefits	(48,986)	(48,843)
Share-based payments	(1,008,841)	(1,353,107)
	(3,461,775)	(3,457,055)

16. SHARE-BASED PAYMENTS

(a) Recognised Share-Based Payment Expense

	2017	2016
	$	$
Expense arising from equity-settled share-based payment
transactions	(972,833)	(1,659,368)
Consultancy service costs settled by equity-settled share-
based payment transactions	(47,273)	(53,996)
Total share-based payments recognised during the year	(1,020,106)	(1,713,364)

(b) Summary of Incentive Options and Performance Rights Granted as Share-based Payments

The following Incentive Options were granted as share-based payments during the last two years: No Incentive Options were granted as share-based payments in the financial year ended 30 June 2017.

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Options					Exercise	Fair Value
2016	Number	Grant Date	Issue Date	Expiry Date	Price	$
Series
Series 1	150,000	8 Feb 16	12 Feb 16	30 Jun 18	£0.25	0.238
Series 2	150,000	8 Feb 16	12 Feb 16	30 Jun 18	£0.30	0.217
Series 3	200,000	8 Feb 16	12 Feb 16	30 Jun 18	£0.40	0.183

The following table illustrates the number and weighted average exercise prices (‘WAEP’) of Incentive Options issued as share-based payments at the beginning and end of the financial year:

	2017	2017	2016	2016
Options	Number	WAEP	Number	WAEP
Outstanding at beginning of year	7,700,000	$0.379	10,450,000	$0.388
Granted during the year	-	-	500,000	$0.668
Exercised during the year	(200,000)	$0.359	(1,000,000)	$0.463
Expired during the year	-	-	(2,250,000)	$0.446
Outstanding at end of year	7,500,000	$0.390	7,700,000	$0.379

The outstanding balance of Incentive Options as at 30 June 2017 is represented by:

3,500,000 Incentive Options exercisable at £0.15 on or before 30 June 2018;
3,500,000 Incentive Options exercisable at £0.20 on or before 30 June 2018;
150,000 Incentive Options exercisable at £0.25 on or before 30 June 2018;
150,000 Incentive Options exercisable at £0.30 on or before 30 June 2018; and
200,000 Incentive Options exercisable at £0.40 on or before 30 June 2018.

The following Performance Rights were granted as share-based payments during the last two years:

Rights					Exercise	Fair Value
2017	Number	Grant Date	Issue Date	Expiry Date	Price	$
Series
Series 1	100,000	25 May 17	25 May 17	31 Mar 19	-	0.810
Series 2	300,000	25 May 17	25 May 17	31 Dec 19	-	0.810

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NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2017 (Continued)

16. SHARE-BASED PAYMENTS (Continued)

(b) Summary of Incentive Options and Performance Rights Granted as Share-based Payments (Cont’d)

Rights							Exercise	Fair Value
2016	Number	Grant Date		Issue Date	Expiry Date		Price	$
Series
Series 1	830,000	31 Jul	15	31 Jul 15	31 Dec	16	-	0.350
Series 2	1,480,000	31 Jul	15	31 Jul 15	30 Jun	17	-	0.350
Series 3	1,012,000	31 Jul	15	31 Jul 15	31 Dec	18	-	0.350
Series 4	1,482,000	31 Jul	15	31 Jul 15	31 Dec	19	-	0.350
Series 5	665,000	8 Feb	16	12 Feb 16	30 Jun	17	-	0.470
Series 6	945,000	8 Feb	16	12 Feb 16	31 Dec	18	-	0.470
Series 7	1,295,000	8 Feb	16	12 Feb 16	31 Dec	19	-	0.470
Series 8	200,000	18 Mar	16	18 Mar 16	30 Jun	17	-	0.480
Series 9	300,000	18 Mar	16	18 Mar 16	31 Dec	18	-	0.480
Series 10	400,000	18 Mar	16	18 Mar 16	31 Dec	19	-	0.480
				2017	2017		2016	2016
Performance	Rights			Number	WAEP		Number	WAEP
Outstanding at beginning of year				10,555,000	-		2,776,000	-
Granted during the year				400,000	-		8,609,000	-
Expired during the year				-	-		-	-
Forfeited during the year				-	-		-	-
Converted during the year				(2,345,000)	-		(830,000)	-
Outstanding at end of year				8,610,000	-		10,555,000	-

The outstanding balance of Performance Rights as at 30 June 2017 is represented by:

3,685,000 Performance Rights expiring on 31 December 2018;
100,000 Performance Rights expiring on 31 March 2019; and
4,925,000 Performance Rights expiring on 31 December 2019.

(c) Weighted Average Remaining Contractual Life

At 30 June 2017, the weighted average remaining contractual life for Incentive Options on issue that had been granted as share-based payments was 1.03 years (2016: 2.00 years) and of Performance Rights issued as sharebased payments was 2.08 years (2016: 2.61 years).

(d) Range of Exercise Prices

At 30 June 2017, the range of exercise prices for Incentive Options on issue that had been granted as sharebased payments was £0.15 to £0.40 (2016: £0.15 to £0.40). Performance Rights have no exercise price.

(e) Weighted Average Fair Value

The weighted average fair value of Incentive Options granted as share-based payments during the year ended 30 June 2017 was nil (2016: $0.210). The weighted average fair value of Performance Rights granted as sharebased payments during the year ended 30 June 2017 was $0.810 (2016: $0.404).

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(f) Option and Performance Rights Pricing Model

The following table lists the inputs to the valuation model used for Options granted by the Group during the last two years:

No Incentive Options were granted as share-based payments in the financial year ended 30 June 2017.

Options	Series 1	Series 2	Series 3
2016 Inputs
Exercise price (£)	0.25	0.30	0.40
Exercise price (A$)	0.51	0.61	0.82
Grant date share price (A$)	0.47	0.47	0.47
Dividend yield(1)	-	-	-
Volatility(2)	90%	90%	90%
Risk-free interest rate	2%	2%	2%
Grant date	8 Feb 16	8 Feb 16	8 Feb 16
Expiry date	30 Jun 18	30 Jun 18	30 Jun 18
Expected life of option(3)	2.39	2.39	2.39
Fair value atgrant date	0.238	0.217	0.183

Notes:

(3) The expected life of the options is based on the expiry date of the options as there is limited track record of the early exercise of options.

Rights	Series 1	Series 2
2017 Inputs
Exercise price (A$)	-	-
Grant date share price (A$)	0.810	0.810
Dividend yield(1)	-	-
Volatility(2)	-	-
Risk-free interest rate	-	-
Grant date	25 May 17	25 May 17
Milestone date	31 Mar 18	31 Dec 18
Expiry date	31 Mar 19	31 Mar 19
Expected life of rights(3)	1.75	2.50
Fair value atgrant date	0.810	0.810

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NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 (Continued)

16. SHARE-BASED PAYMENTS (Continued)

(f) Option and Performance Rights Pricing Model (Contuned)

Rights	Series 1	Series 2	Series 3	Series 4	Series 5
2016 Inputs
Exercise price (A$)	-	-	-	-	-
Grant date share price (A$)	0.350	0.350	0.350	0.350	0.470
Dividend yield(1)	-	-	-	-	-
Volatility(2)	-	-	-	-	-
Risk-free interest rate	-	-	-	-	-
Grant date	31 Jul 15	31 Jul 15	31 Jul 15	31 Jul 15	8 Feb 16
Milestone date	31 Dec 15	31 Dec 16	31 Dec 17	31 Dec 18	31 Dec 16
Expiry date	31 Dec 16	30 Jun 17	31 Dec 18	31 Dec 19	30 Jun 17
Expected life of rights(3)	0.42	1.42	2.42	3.42	0.90
Fair value atgrant date	0.350	0.350	0.350	0.350	0.470

Notes:

(3) The expected life of the Performance Right is based on the Milestone Date of the Performance Rights as this is when the vesting condition is expected to be satisfied.

(g) Terms and conditions of Performance Rights
The unlisted Performance Rights are granted based upon the following terms and conditions:
each Performance Right automatically converts into one Ordinary Share upon vesting of the Performance Right;
each Performance Right is subject to performance conditions (as determined by the Board from time to time) which must be satisfied in order for the Performance Right to vest;
the Performance Rights on issue as at 30 June 2017 each vest separately on completion of the each of the three milestones:
Project Construction Milestone means completion of approximately 25% of the project development phase, as per the project development schedule and budget approved by the Board in accordance with the Definitive Feasibility Study before 31 December 2018.
Finance Review Milestone means demonstrating the reduction in capital and operating costs of the Salamanca mine and a reduction to the overall financing requirement and cost of capital of the Company as approved by the board before 31 March 2019.
Production Milestone means achievement of first uranium production before 31 December 2019.
if a performance condition of a Performance Right is not achieved by the earlier of the milestone date or the expiry date then the Performance Rights will lapse;
Ordinary Shares issued on conversion of the Performance Rights rank equally with the then Ordinary Shares of the Company;
application will be made by the Company to ASX for official quotation of the Ordinary Shares issued upon conversion of the Performance Rights;
if there is any reconstruction of the issued share capital of the Company, the rights of the Performance Right holders may be varied to comply with the ASX Listing Rules which apply to the reconstruction at the time of the reconstruction;
no application for quotation of the Performance Rights will be made by the Company; and
without approval of the Board, Performance Rights may not be transferred, assigned or novated, except, upon death, a participant's legal personal representative may elect to be registered as the new holder of such Performance Rights and exercise any rights in respect of them.

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	2017	2016
	$	$
17. REMUNERATION OF AUDITORS
Amounts received or due and receivable by Ernst & Young
Australia for:
- an audit or review of the financial reports of the Company
and any other entity in the Consolidated Group	28,240	28,240
-preparation of income tax return	23,527	14,640
Amounts received or due and receivable by related practices
of Ernst & Young for:
- an audit or review of the financial reports of the Company	32,151	30,462
- other services in relation to the Company	57,281	58,258
Other auditors for:
- an audit or review of the financial reports	9,347	10,824
Total Auditors Remuneration	150,546	142,424

18. SEGMENT INFORMATION

The corporate and administrative functions based in Australia are considered incidental to Consolidated Entity’s uranium exploration activities in Spain.

(a) Reconciliation of Non-Current Assets by geographical location

	2017	2016
	$	$
United Kingdom	154,191	3,834
Spain	17,750,482	9,757,548
	17,904,673	9,761,382

19. EARNINGS PER SHARE

The following reflects the income data used in the calculations of basic and diluted earnings per share:

	2017	2016
	$	$
Net loss used in calculating basic and diluted earnings per
share	(16,049,740)	(13,641,054)

(a) Weighted Average Number of Shares

The following reflects the share data used in the calculations of basic and diluted earnings per share:

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NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 (Continued)

19. EARNINGS PER SHARE (Continued)

(a) Weighted Average Number of Shares (Continued)

	Number of Shares	Number of Shares
	2017	2016
Weighted average number of ordinary shares used in
calculating basic earnings per share	233,164,414	182,620,204
Effect of dilutive securities(1)	-	-
Adjusted weighted average number of ordinary shares and
potential ordinary shares used in calculating basic and
diluted earnings per share	233,164,414	182,620,204

Notes:

(1) At 30 June 2017, 7,500,000 options and 8,610,000 performance rights (which represent 16,110,000 potential ordinary shares) were considered not dilutive as they would decrease the loss per share for the year ended 30 June 2017.

(b) Conversions, Calls, Subscriptions or Issues after 30 June 2017

There have been no conversions to, calls of, or subscriptions for ordinary shares, since the reporting date and before the completion of this financial report.

20. STATEMENT OF CASH FLOWS

(a) Reconciliation of Net Loss Before Income Tax Expense to Net Cash Flows from Operating Activities

	2017	2016
	$	$
Net loss before income tax expense	(16,049,740)	(13,641,054)
Adjustment for non-cash income and expense items
Depreciation	187,688	144,184
Share-based payments expense	1,020,106	1,713,364
Other non-cash expenses	-	-
Foreign exchange movement	(227,575)	-
Changes in operating assets and liabilities
(Increase)/decrease in trade and other receivables	(707,856)	(82,073)
Increase/(decrease) in trade and other payables	3,576,859	643,630
(Increase)/decrease in other financial assets	(39,714)	(55,523)
Net cash outflow from operating activities	(12,240,232)	(11,277,472)
(b) Reconciliation of Cash and Cash Equivalents
Cash at bank and on hand	34,814,971	11,348,057
Bank short term deposits	-	-
	34,814,971	11,348,057

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(c) Credit Standby Arrangements with Banks

At balance date, the Company had no used or unused financing facilities.

(d) Non-cash Financing and Investment Activities

30 June 2017

An amount of $47,273 was recognised as a share-based payment for the issue of shares to consultants as part of their annual fees. Please refer to Note 16(a).

30 June 2016

An amount of $53,996 was recognised as a share-based payment for the issue of shares to a consultant as part of their annual fee. Please refer to Note 16(a).

21. FINANCIAL INSTRUMENTS

(a) Overview

The Group's principal financial instruments comprise receivables, payables, security deposits, other financial liabilities, cash and short-term deposits. The main risks arising from the Group's financial instruments are interest rate risk, equity price risk, foreign currency risk, credit risk and liquidity risk.

(b) Credit Risk

There are no significant concentrations of credit risk within the Group. The carrying amount of the Group's financial assets represents the maximum credit risk exposure, as represented below:

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NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 (Continued)

21. FINANCIAL INSTRUMENTS (Continued)

(b) Credit Risk (Continued)

	2017	2016
	$	$
Current Assets
Cash and cash equivalents	34,814,971	11,348,057
Trade and other receivables	1,478,139	7,301,108
	36,293,110	18,649,165
Non-current Assets
Other financial assets	160,351	120,637
	160,351	120,637
	36,453,461	18,769,802

The Group does not have any significant customers and accordingly does not have any significant exposure to bad or doubtful debts. Trade and other receivables are expected to be collected in full and the Group as no history of credit losses.

As at 30 June 2017, trade and other receivables comprise GST/VAT receivable, accrued interest and other miscellaneous receivables. Included in the 2016 balance was an amount of $6,739,550 which was receivable from the advanced royalty payment owed from RCF. Where possible the Group trades only with recognised, creditworthy third parties. It is the Group's policy that all customers who wish to trade on credit terms are subject to credit verification procedures. In addition, receivable balances are monitored on an ongoing basis with the result that the Group's exposure to bad debts is not significant.

(c) Liquidity Risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Board's approach to managing liquidity is to ensure, as far as possible, that the Group will always have sufficient liquidity to meet its liabilities when due. At 30 June 2017 and 2016, the Group has sufficient liquid assets to meet its financial obligations.

		6 - 12
	≤ 6 months	months	1 - 5 years	≥ 5 years	Total
	$	$	$	$	$
2017
Financial Liabilities
Trade and other payables	5,208,363	-	-	-	5,208,363
	5,208,363	-	-	-	5,208,363
2016
Financial Liabilities
Trade and otherpayables	2,081,914	-	-	-	2,081,914
	2,081,914	-	-	-	2,081,914

(d) Interest Rate Risk

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The Group's exposure to the risk of changes in market interest rates relates primarily to cash and cash equivalents with a floating interest rate.

At balance date, the variable interest rate profile of the Group's was:

	2017	2016
	$	$
Interest-bearing Financial Instruments
Cash at bank and on hand	34,814,971	11,348,057
Bank short term deposits	-	-
	34,814,971	11,348,057

The Group's cash at bank and on hand and short term deposits had a weighted average floating interest rate at year end of 0.85% (2016: 2.12%).

The Group currently does not engage in any hedging or derivative transactions to manage interest rate risk.

Interest rate sensitivity

	Profit or Loss	Profit or Loss	Other Comprehensive Income	Other Comprehensive Income
	1% Increase	1% Decrease	1% Increase	1% Decrease
	$	$	$	$
2017
Group
Cash and cash equivalents	348,142	(348,142)	-	-
2016
Group
Cash and cash equivalents	113,480	(113,480)	-	-

(e) Foreign Currency Risk

As a result of activities overseas, the Group's statement of financial position can be affected by movements in exchange rates.

The Group also has transactional currency exposures. Such exposure arises from transactions denominated in currencies other than the functional currency of the entity.

The Group currently does not engage in any hedging or derivative transactions to manage foreign currency risk.

The Group is also exposed to foreign currency on the Euro and Sterling cash and cash equivalents that it holds.

ANNUAL REPORT 2017

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NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 (Continued)

21. FINANCIAL INSTRUMENTS (Continued)

(e) Foreign Currency Risk (Continued)

Sensitivity analysis for currency risk

A sensitivity of 10 per cent has been selected as this is considered reasonable given historic and potential future changes in foreign currency rates. This has been applied to the net financial instruments of Berkeley Minera Espana, S.L. and Geothermal Energy Sources, S.L. and to the Euro and Sterling cash and cash equivalents that the Group holds. This sensitivity analysis is prepared as at balance date.

A 10% strengthening/weakening of the Australian dollar against the Euro at 30 June 2017 would have increased/(decreased) the net financial assets of the Spanish controlled entities by A$123,521/(A$123,521) (2016: A$50,296/(A$50,296)).

There would be no impact on profit or loss arising from these changes in the currency risk variables as all changes in value are taken to a reserve.

A 10% strengthening/weakening of the Australian dollar against the Euro at 30 June 2017 would have increased/(decreased) the cash and cash equivalents held by the Group by A$1,330,516/(1,330,516) (2016: nil).

A 10% strengthening/weakening of the Australian dollar against the Sterling at 30 June 2017 would have increased/(decreased) the cash and cash equivalents held by the Group by A$1,132,041/(1,132,041) (2016: nil).

The above analysis assumes that all other variables, in particular interest rates, remain constant. The analysis for 2016 has been performed on the same basis.

(f) Commodity Price Risk

(g) Capital Management

The Group defines its Capital as total equity of the Group, being $48,466,610 as at 30 June 2017 (2016: $26,301,977). The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while financing the development of its project through primarily equity based financing. The Board's policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. Given the stage of development of the Group, the Board's objective is to minimise debt and to raise funds as required through the issue of new shares. There were no changes in the Group's approach to capital management during the year. The Group is not subject to externally imposed capital requirements.

(h) Fair Value

22. CONTINGENT LIABILITIES

The Group had no contingent liabilities at 30 June 2017 (2016: Nil).

BERKELEY ENERGIA LIMITED

216

23. COMMITMENTS

During the financial year, management has identified the following material commitments for the Group:

			Payable after 1 year
	Payable	within 1 year	and less than 5 years	Total
		$	$	$
2017
Operating Commitments		623,077	718,563	1,341,640
2016
Operating Commitments		-	-	-

Operating commitments include contracts for the provision of serviced offices and minimum operational supply agreements. The disclosed amounts are based on the current terms of agreements and based on current levels of operating activities. Agreements entered into by the Group generally provide early termination clauses for the cancellation of agreements allowing the Group to modify the ongoing level of expenditure at an amount significantly less than the disclosed commitments above.

24. SUBSEQUENT EVENTS

(i) On 6 July 2017, the Company announced that the capital cost for the construction of the Salamanca mine has reduced to €82.3 million (US$93.8 million), a 1% reduction over previous estimates, confirming the project’s status as one of the lowest cost uranium mine developments in the world today;
(ii) On 12 July 2017, the Company announced that the primary crusher for the Salamanca mine had been delivered to site, marking a key milestone in the construction of the Salamanca mine; and
(iii) On 31 August 2017, the Company signed an investment agreement with SGRF agreeing to invest up to US$120 million to fully fund the Salamanca mine into production.

Other than as outlined above, as at the date of this report there are no matters or circumstances, which have arisen since 30 June 2017 that have significantly affected or may significantly affect:

the operations, in financial years subsequent to 30 June 2017, of the Consolidated Entity;
the results of those operations, in financial years subsequent to 30 June 2017, of the Consolidated Entity; or
the state of affairs, in financial years subsequent to 30 June 2017, of the Consolidated Entity.

ANNUAL REPORT 2017

217

PART D - FINANCIAL STATEMENTS FOR SIX MONTH PERIOD ENDED 31 DECEMBER 2017 (UNAUDITED)

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218

AUDITOR'S REVIEW REPORT

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Berkeley Energia Limited Financial Report for the Half Year Ended 31 December 2017

219

AUDITOR'S REVIEW REPORT

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220

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE HALF YEAR ENDED 31 DECEMBER 2017

		Half Year Ended	Half Year Ended
		31 December	31 December
		2017	2016
	Note	$000	$000
Revenue	5	140	179
Exploration and evaluation costs		(7,817)	(4,440)
Corporate and administration costs		(824)	(607)
Business development expenses		(1,087)	(1,128)
Share based payments expense		(267)	(513)
Cost to issue convertible note		(2,697)	-
Fair value movements on non-cash settled financial liabilities	6	(24,868)	-
Foreign exchange movements		(3,294)	-
Loss before income tax		(40,714)	(6,509)
Income tax expense		-	-
Loss after income tax		(40,714)	(6,509)
Other comprehensive income, net of income tax:
Items that may be reclassified subsequently to profit or loss:
Exchange differences arising on translation of foreign
operations		214	93
Other comprehensive income, net of income tax		214	93
Total comprehensive loss for the half year attributable to
Members of Berkeley Energia Limited		(40,500)	(6,416)
Basic and diluted loss per share (cents per share)		(16.00)	(3.08)

The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes.

Berkeley Energia Limited Financial Report for the Half Year Ended 31 December 2017

221

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2017

	Note	31 December 2017 $000	30 June 2017 $000
ASSETS
Current Assets
Cash and cash equivalents		105,375	34,815
Trade and other receivables		2,180	1,478
Total Current Assets		107,555	36,293
Non-current Assets
Exploration expenditure	7	7,993	7,945
Property, plant and equipment	8	10,499	9,799
Other financial assets		453	161
Total Non-Current Assets		18,945	17,905
TOTAL ASSETS		126,500	54,198
LIABILITIES
Current Liabilities
Trade and other payables		5,668	5,208
Other financial liabilities		535	523
Non-cash settled convertible note liability	9	97,627	-
Non-cash settled option liability	9	14,436	-
Total Current Liabilities		118,266	5,731
TOTAL LIABILITIES		118,266	5,731
NET ASSETS		8,234	48,467
EQUITY
Issued capital	10	168,068	168,051
Reserves	11	571	107
Accumulated losses		(160,405)	(119,691)
TOTAL EQUITY		8,234	48,467

The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.

222

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE HALF YEAR ENDED 31 DECEMBER 2017

			Foreign
		Share Based	Currency
	Issued	Payments	Translation	Accumulated
	Capital	Reserve	Reserve	Losses	Total
	$000	$000	$000	$000	$000
As at 1 July 2017	168,051	2,791	(2,684)	(119,691)	48,467
Total comprehensive loss for the period:
Net loss for the period	-	-	-	(40,714)	(40,714)
Other comprehensive income:
Exchange differences arising on translation of foreignoperations	-	-	214	-	214
Total comprehensive income/(loss)	-	-	214	(40,714)	(40,500)
Transactions with owners, recorded
directly in equity
Issue of ordinary shares	17	-	-	-	17
Share based payments	-	250	-	-	250
As at 31 December 2017	168,068	3,041	(2,470)	(160,405)	8,234
As at 1 July 2016	129,515	2,769	(2,340)	(103,641)	26,302
Total comprehensive loss for the period:
Net loss for the period	-	-	-	(6,509)	(6,509)
Other comprehensive income:
Exchange differences arising on translation of foreignoperations	-	-	93	-	93
Total comprehensive income/(loss)	-	-	93	(6,509)	(6,416)
Transactions with owners, recorded
directly in equity
Issue of ordinary shares	39,728	-	-	-	39,728
Exercise of incentive options	58	-	-	-	58
Share issue costs	(2,203)	-	-	-	(2,203)
Adjustment for performance rights forfeited	-	(179)	-	-	(179)
Transfer from share based payments reserve	950	(950)	-	-	-
Share based payments	-	662	-	-	662
As at 31 December 2016	168,048	2,302	(2,247)	(110,150)	57,952

The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.

Berkeley Energia Limited Financial Report for the Half Year Ended 31 December 2017

223

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE HALF YEAR ENDED 31 DECEMBER 2017

	Half Year Ended	Half Year Ended
	31 December	31 December
	2017	2016
	$000	$000
Cash flows from operating activities
Payments to suppliers and employees	(10,148)	(7,255)
Interest received	147	128
Net cash outflow from operating activities	(10,001)	(7,127)
Cash flows from investing activities
Proceeds from sale of royalty	-	6,531
Payments for property, plant and equipment	(550)	(5,099)
Net cash outflow from investing activities	(550)	1,432
Cash flows from financing activities
Proceeds from issue of securities	-	39,698
Transaction costs from issue of securities	-	(2,184)
Proceeds from issue of convertible note and options	85,823	-
Transaction costs from issue of convertible note and options	(2,697)	-
Net cash inflow from financing activities	83,126	37,514
Net increase/(decrease) in cash and cash equivalents held	72,575	31,819
Cash and cash equivalents at the beginning of the period	34,815	11,348
Effects of exchange rate changes on cash and cash equivalents	(2,015)	12
Cash and cash equivalents at the end of the period	105,375	43,179

The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.

Berkeley Energia Limited Financial Report for the Half Year Ended 31 December 2017

224

CONDENSED NOTES TO THE FINANCIAL STATEMENTS

FOR THE HALF YEAR ENDED 31 DECEMBER 2017

1. REPORTING ENTITY

Berkeley Energia Limited is a company domiciled in Australia. The interim financial report of the Company is as at and for the six months ended 31 December 2017.

The annual financial report of the Company as at and for the year ended 30 June 2017 is available upon request from the Company's registered office or is available to download from the Company’s website at www.berkeleyenergia.com.

2. STATEMENT OF COMPLIANCE

The interim financial report is a general purpose condensed financial report which has been prepared in accordance with Accounting Standard AASB 134: Interim Financial Reporting and the Corporations Act 2001 .

This interim financial report does not include all the information of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the annual report of Berkeley Energia Limited for the year ended 30 June 2017 and any public announcements made by Berkeley Energia Limited during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001 .

This interim financial report was approved by the Board of Directors on 14 March 2018.

(a) Basis of Preparation of Half Year Financial Report

The principal accounting policies adopted in the preparation of the financial report have been consistently applied to all the periods presented, unless otherwise stated.

The amounts contained in the half-year financial report have been rounded to the nearest $1,000 (where rounding is applicable) under the option available to the Company under ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191.

(b) Historical cost convention

These financial statements have been prepared under the historical cost convention, as modified where applicable by the revaluation of certain financial assets and liabilities at fair value through profit or loss.

3. SIGNIFICANT ACCOUNTING POLICIES

Accounting policies applied by the Consolidated Entity in this consolidated interim condensed financial report are the same as those applied by the Consolidated Entity in its consolidated financial report for the year ended 30 June 2017.

In the current period, the Group has adopted all of the new and revised Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (the AASB) that are relevant to its operations and effective for annual reporting periods beginning on or after 1 July 2017.

New and revised Standards and amendments thereof and Interpretations effective for the current half year that are relevant to the Group include:

AASB 2016-2 Amendments to Australian Accounting Standards – Disclosure Initiative: Amendments to AASB 107 Statement of Cash Flows ; and
AASB 2017-2 Amendments to Australian Accounting Standards – Further Annual Improvements to Australian Accounting Standards 2012–2014 Cycle including AASB 5 Non-current Assets Held for Sale and Discontinued Operations and AASB 12 Disclosure of Interests in Other Entities .

Berkeley Energia Limited Financial Report for the Half Year Ended 31 December 2017

225

CONDENSED NOTES TO THE FINANCIAL STATEMENTS

FOR THE HALF YEAR ENDED 31 DECEMBER 2017 (Continued)

4. SEGMENT INFORMATION

AASB 8 requires operating segments to be identified on the basis of internal reports about components of the Consolidated Entity that are regularly reviewed by the chief operating decision maker in order to allocate resources to the segment and to assess its performance.

The Consolidated Entity operates in one operating segment, being exploration for mineral resources within Spain. This is the basis on which internal reports are provided to the Directors for assessing performance and determining the allocation of resources within the Consolidated Entity. All material non-current assets excluding financial instruments are located in Spain.

5. REVENUE

		Consolidated	Consolidated
	31	December 2017	31 December 2016
		$000	$000
Interest revenue		140	179

6. FAIR VALUE MOVEMENTS

		Consolidated	Consolidated
	31	December 2017	31 December 2016
		$000	$000
Fair value loss on financial liabilities through profit and loss		(24,868)	-

The fair value movements are a result of the fair value measurements of the convertible note and unlisted options issued to SGRF. These financial liabilities increase in size as the share price of the Company increased. With the share price increasing by over 22% since agreeing to issue the convertible note and SGRF Options to the end of the half year, the size of the fair value loss attributable to the financial liabilities has increased materially. As the convertible note and SGRF Options convert into shares, the liabilities will be reclassified to equity and will require no cash settlement by the Company. Please refer to note 9 for further disclosure.

226

CONDENSED NOTES TO THE FINANCIAL STATEMENTS

FOR THE HALF YEAR ENDED 31 DECEMBER 2017 (Continued)

7. NON-CURRENT ASSETS – EXPLORATION EXPENDITURE

	Consolidated 31 December 2017 $000 Consolidated 30 June 2017 $000
	The group has mineral exploration costs carried forward in respect of areas of interest1: Areas in exploration at cost: Salamanca mine Balance at the beginning of period 7,945 7,789 Net additions / (disposals) - 11 Foreign exchange differences 48 145




	Balance at end of period1,2 7,993 7,945

1 The value of the exploration interests is dependent upon the discovery of commercially viable reserves and the successful development or alternatively sale of the respective tenements. An amount of €6m was capitalised for the fees paid to ENUSA under the Co-operation Agreement relating to the tenements within the State Reserves. The Company reached agreement with ENUSA in July 2012 in the form of an Addendum to the Consortium Agreement signed in January 2009. The Addendum includes the following terms:

The Consortium consists of the Addendum Reserves (State Reserves Salamanca 28 and 29);
Berkeley's stake in the Consortium increased to 100%;
ENUSA will remain the owner of State Reserves 28 and 29, however, the exploitation rights have been assigned to Berkeley, together with authority to submit all applications for the permitting process;
The Company is now the sole and exclusive operator in the Addendum Reserves, with the right to exploit the contained uranium resources and have full ownership of any uranium produced;
ENUSA will receive a production fee equivalent to 2.5% of the net sale value (after marketing and transport costs) of any uranium produced within the Addendum Reserves;
Berkeley has waived its rights to mining in State Reserves 2, 25, 30, 31, Hoja 528-1 and the Saelices El Chico Exploitation Concession, and has waived any rights to management of the Quercus plant; and
The Co-operation Agreement with ENUSA, signed on 29 January 2009, has been terminated.
2 In June 2016, the Company completed an upfront royalty sale to major shareholder Resource Capital Funds (‘RCF’). The royalty financing comprised the sale of a 0.375% fully secured net smelter royalty over the project for US$5 million (A$6.7million).:

8. NON-CURRENT ASSETS – PROPERTY, PLANT AND EQUIPMENT

	Consolidated	Consolidated
	31 December 2017	30 June 2017
	$000	$000
Balance at the beginning of period, net of accumulated
depreciation and impairment	9,799	1,852
Additions	550	8,339
Depreciation charge for the year	(201)	(205)
Disposals	-	(77)
Foreign exchange differences	351	(110)
Balance at end of period, net of accumulated depreciation
and impairment	10,499	9,799

227

CONDENSED NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2017 (Continued)

9. NON-CASH SETTLED FINANCIAL LIABILITIES

		Consolidated	Consolidated
		31 December 2017	30 June 2017
		$000	$000
(a)	Financial liabilities at fair value through profit and
	loss:
Current Liability
Convertible note		97,627	-
SGRF	Options	14,436	-
		112,063	-

On 30 November 2017, the Company issued an interest-free and unsecured US$65 million convertible note which can be converted into ordinary shares at £0.50 per share upon commissioning of the Salamanca mine, or by SGRF at any time. Should the Company raise further equity prior to conversion of the convertible note at a price below £0.50 then the conversion price of the convertible note will be reset to the issue price of the equity raising, subject to a floor price of £0.27 per share. If mine commissioning has not occurred by 30 November 2021, then the convertible note will automatically convert into shares at the lower of £0.50 per share or the last trading price of the Company's shares on AIM at the relevant time, subject to conversion at the floor price of £0.27 per share. The exchange rate fixed in the contract is US$1.00: £0.776.

Due to the conversion terms of the convertible note leading to the issuance of a variable number of ordinary shares in the Company in return for conversion of the convertible note, the Company is required under the accounting standards to account for the convertible note as a financial liability through profit and loss, despite the Company having no obligation to extinguish the convertible note using its cash and cash equivalents.

As part of the convertible note transaction, the Company also issued SGRF with 50,443,124 unlisted options which are exercisable at an average price of £0.85 per share contributing an additional US$55 million of funding if exercised in the future.

The Company received gross proceeds of A$85,823,000 for the issue of the convertible note and the SGRF options and incurred transaction costs of A$2,697,000 which have been expensed in the Statement of Profit and Loss.

	Consolidated			Consolidated
	30 November			31 December
	2017			2017
			Foreign
	Initial	Fair Value	Exchange
	Recognition	Change	Loss/(Gain)	Total
	$000	$000	$000	$000
(b) Reconciliation:
Convertible note and options
Gross proceeds on issue of convertible
note and options	85,823
	85,823
Convertible note	73,077	23,741	809	97,627
SGRF Options	12,746	1,127	563	14,436
Total fair value	85,823	24,868	1,372	112,063

228

CONDENSED NOTES TO THE FINANCIAL STATEMENTS

FOR THE HALF YEAR ENDED 31 DECEMBER 2017 (Continued)

9. NON-CASH SETTLED FINANCIAL LIABILITIES (Continued)

(c) Fair Value Estimation

The fair value of the SGRF Options was determined using a binomial option pricing model. The fair value of the convertible note has been calculated using a probability-weighted payout approach on the basis that it is currently highly probable that the convertible note will be converted at the £0.50 conversion price. The fair value movement of both the SGRF Options and the convertible note has been recognised in the Statement of Profit and Loss. Both fair value measurements are Level 2 valuation in the fair value hierarchy.

The reporting date fair values of the convertible note and SGRF Options were estimated using the following assumptions:

Convertible note:

		31 December 2017
	Conversion price	£0.500
	Valuation date share price	£0.560
	Number of shares	100,880,000
	Fair value ($)	$0.968

SGRF Options:

31 December 2017	Tranche 1	Tranche 2	Tranche 3
Exercise price	£0.600	£0.750	£1.000
Valuation date share price	£0.560	£0.560	£0.560
Dividend yield1	-	-
Volatility2	44%	44%	44%
Risk-free interest rate	0.63%	0.69%	0.74%
Number of SGRF Options	10,088,625	15,132,973	25,221,562
Issue date	30 Nov 2017	30 Nov 2017	30 Nov 2017
Estimated Expiry date	30 Nov 2022	31 May 2022	30 Nov 2023
Fair value (£)	£0.203	£0.177	£0.144
Fair value ($)	$0.351	$0.306	$0.249

1 The dividend yield reflects the assumption that the current dividend payout will remain unchanged.

2 The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may not necessarily be the actual outcome

3 Based on management’s best estimates.

229

CONDENSED NOTES TO THE FINANCIAL STATEMENTS

FOR THE HALF YEAR ENDED 31 DECEMBER 2017 (Continued)

10. CONTRIBUTED EQUITY

(a) Issued and Paid Up Capital

								Consolidated	Consolidated
							31	December 2017	30 June 2017
								$000	$000
254,534,000	(30	June	2017:	254,512,000) fully	paid	ordinary
shares								168,068	168,051

(b) Movements in Ordinary Share Capital during the Six Month Period ended 31 December 2017:

		Number of
		Thousand
Date	Details	Shares	$000
1 Jul 17	Opening Balance	254,512	168,051
3 Nov 17	Issue of shares to consultant as part of their fee	22	17
31 Dec 17	Closing Balance	254,534	168,068

11. RESERVES

	Consolidated	Consolidated
	31 December 2017	30 June 2017
	$000	$000
Share based payments reserve (Note11(a))	3,041	2,791
Foreign currency translation reserve	(2,470)	(2,684)
	571	107

(a) Movements in Options and Performance Rights during the Six Month Period ended 31 December 2017:

		Number of	Number of
		Thousand	Thousand
		Incentive	Performance
Date	Details	Options	Rights	$000
1 Jul 17	Opening Balance	7,500	8,610	2,791
Jul 17 to Dec 17	Share based payment expense	-	-	250
31 Dec 17	Closing Balance	7,500	8,610	3,041

12. CONTINGENT LIABILITIES AND CONTINGENT ASSETS

There was no material change in contingent liabilities or contingent assets from those previously disclosed at the last reporting period.

230

CONDENSED NOTES TO THE FINANCIAL STATEMENTS

FOR THE HALF YEAR ENDED 31 DECEMBER 2017 (Continued)

13. COMMITMENTS

Since the last reporting period, management have identified the following material commitments for the group as at 31 December 2017 (30 June 2017: $1,342,000):

		Payable after 1 year
	Payable within 1	and less than 5
	year	years	Total
	$000	$000	$000
31 December 2017
Operating Commitments	417	648	1,065

14. DIVIDENDS PAID OR PROVIDED FOR

No dividend has been paid or provided for during the half year.

15. FAIR VALUE OF FINANCIAL INSTRUMENTS

The majority of the Group’s financial instruments consist of those which are measured at amortised cost including trade and other receivables, security bonds, trade and other payables and other financial liabilities. The carrying amount of these financial assets and liabilities approximate their fair value. Please refer to notes 6 and 9 for details on the fair value of non-cash settled financial liabilities classified as fair value through profit and loss.

16. SUBSEQUENT EVENTS AFTER BALANCE DATE

At the date of this report there were no significant events occurring after balance date requiring disclosure.

Forward Looking Statement

Statements regarding plans with respect to Berkeley’s mineral properties are forward-looking statements. There can be no assurance that Berkeley’s plans for development of its mineral properties will proceed as currently expected. There can also be no assurance that Berkeley will be able to confirm the presence of additional mineral deposits, that any mineralisation will prove to be economic or that a mine will successfully be developed on any of Berkeley’s mineral properties.

231

PART 6 - ADDITIONAL INFORMATION

1 INCORPORATION AND STATUS OF THE COMPANY

The Company (formerly Project Constructions (Australia) Pty Ltd, Baracus Services Pty Ltd, Berkley Diamonds and Resources Pty Ltd, Berkeley Resources Pty Ltd, Berkeley Resources Limited and Berkeley Energy Limited) is an Australian public company limited by shares that was incorporated on 2 July 1991 and admitted to the official list of the ASX on 16 September 2003. The Company is incorporated and registered in Australia under the Australian Corporations Act 2001 with an Australian Company Number of 052 468 569.

The Company’s legal and commercial name is Berkley Energia Limited.

The Company’s principal place of business is Unit 1B, 38 Jermyn Street, London SW1Y 6DN, United Kingdom. The telephone number of the Company’s principal place of business is +44 203 903 1930. The Company is domiciled in Australia. The Company’s registered office is at Level 9, BGC Centre, 28 The Esplanade, Perth WA 6000. The telephone number of the Company’s registered office is +61 8 9322 6322. The principal legislation under which the Company operates and under which the Ordinary Shares have been created is the Australian Corporations Act 2001 and the regulations made thereunder.

2 SHARE CAPITAL OF THE COMPANY

As at the Latest Practicable Date, the issued share capital of the Company is 254,684,420 Ordinary Shares. It is intended that the issued share capital of the Company will continue to be 254,684,420 Ordinary Shares immediately following Admission (subject to the issue of any Ordinary Shares on the exercise of any Unlisted Options, SGRF Options, Performance Rights or Convertible Note).

Ordinary Shares have no nominal or par value and are recorded at their issue price less any costs associated with issuing the shares. All Ordinary Shares are fully paid. Ordinary Shares issued pursuant to the exercise of Unlisted Options are recorded at their exercise price less any costs associated with issuing the shares. Ordinary Shares issued pursuant to the conversion of Performance Rights are recorded at their conversion price (being nil).

Under the Australian Corporations Act 2001, the Company does not have an authorised share capital and there is generally no limit under the Australian Corporations Act 2001 or the Company’s Constitution on the power of the Directors to issue Ordinary Shares or other securities.

Since 1 July 2014 to the Latest Practicable Date, there have been the following changes to the capital structure of the Company:

Ordinary Shares

Ordinary Shares
Date	Details	Issue Price or	Number of Ordinary
		Consideration(A$)	Shares(#)

1-Jul-2014	Opening Balance	N/a	180,361,323
30-Jun-2015	Balance at 30 June	N/a	180,361,323
	2015
22-Dec-2015	Exercise of Unlisted	0.475	500,000
	Options
23-Dec-2015	Conversion of	-	830,000
	Performance Rights
23-Dec-2015	Issue of shares to	0.45	120,000
	consultant as part of their
	annual fee
19-May-2016	Ordinary Share	0.62	11,011,700
	placement

232

Date	Details	Issue Price or	Number of Ordinary
		Consideration(A$)	Shares(#)
19-May-2016	Exercise of Unlisted	0.45	500,000
	Options
17-Jun-2016	Exercise of Unlisted	0.45	5,000,000
	Options
30-Jun-2016	Balance at 30 June	N/a	198,323,023
	2016
29-Jul-2016	Conversion of	-	2,345,000
	Performance Rights
28-Sep-2016	Issue of shares to	0.75	40,000
	consultant as part of their
	fee
9-Nov-2016	Ordinary Share	0.73	35,712,381
	placement
16-Dec-2016	Ordinary Share	0.77	17,869,572
	placement
23-Dec-2016	Exercise of Unlisted	0.25	100,000
	Options
23-Dec-2016	Exercise of Unlisted	0.33	100,000
	Options
30-Jun-2017	Balance at 30 June	N/a	254,512,198
	2017
3-Nov-2017	Issue of shares to	0.80	22,222
	consultant as part of their
	fee
18 -May-2018	Exercise of Unlisted	0.45	150,000
	Options
1 June 2018	Closing Balance		254,684,420

2.1 Unlisted Options

As at the Latest Practicable Date, 7,350,000 Unlisted Options are presently exercisable (subject to various exercise prices ranging from £0.15 to £0.40 and various expiry dates ranging from 30 June 2018 to 30 November 2019). However, if all are exercised, this would result in the issue of 7,350,000 Ordinary Shares.

The Unlisted Options include options issued to the Company’s Directors, employees and contractors. These options are not quoted on the ASX.

Please refer to Section 7 of this Part 6 for more details of the Unlisted Options.

2.2 Performance Rights

As at the Latest Practicable Date, 8,246,000 Performance Rights are convertible into 8,246,000 Ordinary Shares for no additional consideration and on the occurrence of certain specified performance conditions with various expiry dates ranging from 31 December 2018 to 31 December 2019.

Please refer to Section 6 of this Part 6 for more details of the Performance Rights.

2.3 Convertible Note

On 30 November 2017, following shareholder approval, SGRF and the Company achieved completion of an Investment Agreement which comprised the issue of an interest-free and unsecured convertible note worth US$65 million which can be converted into Ordinary Shares in the Company at the Conversion Price in the circumstances detailed below.

233

Three tranches of unlisted SGRF Options exercisable at a weighted average price of £0.85 per Ordinary Share contributing a further US$55 million (if exercised) were also issued to SGRF as part of the Investment Agreement. The SGRF Options were issued in three tranches as follows:

(i) 10,088,625 Tranche 1 SGRF Options;
(ii) 15,132,937 Tranche 2 SGRF Options; and
(iii) 25,221,562 Tranche 3 SGRF Options.

The principal amount of the convertible note is only repayable upon an Event of Default occurring.

Provided that the principal amount of the convertible note has not been repaid by the Company and the Company has not exercised the Company Conversion Right, SGRF has the right, at any time, subject to compliance with the Corporations Act, to convert all or part of the outstanding principal amount into Ordinary Shares at the Conversion Price (“ SGRF Conversion Right ”). The Convertible Note must be converted and exchanged at a minimum amount of US$5,000,000 and additional amounts converted in US$5,000,000 increments.

At any time following Technical Completion and provided:

(i) there is no Event of Default existing; and
(ii) SGRF has not exercised the SGRF Conversion Right in respect of the full principal amount,

the Company may, subject to compliance with the Corporations Act, convert all or part of the principal amount into Ordinary Shares at the Conversion Price (“ Company Conversion Right ”).

At any time following the issue of the Convertible Note and provided that:

(i) there is no Event of Default existing; and
(ii) SGRF has not exercised the SGRF Conversion Right in respect of the full principal amount, either SGRF or the Company may convert all of the principal amount into Ordinary Shares at the Conversion Price if:
(iii) a takeover bid for the Company is announced, opened and becomes unconditional (in accordance with the procedure of the Corporations Act), and pursuant to such takeover bid, the bidder acquires a relevant interest in at least 50% of the Ordinary Shares in issue (including Ordinary Shares which have been issued on conversion of the Convertible Note up to that time); or
(iv) the relevant Australian court has granted approval at the second court hearing for the implementation of a merger by way of Scheme of Arrangement, provided SGRF is provided with the opportunity and right by at least 12 business days written notice to convert all or part of the Convertible Note, and vote its Ordinary Shares in the meeting of Shareholders to approve the Scheme of Arrangement.

The Convertible Note is convertible into Ordinary Shares at the higher of:

(i) £0.27 per Ordinary Share (“ Floor Price ”); and
(ii) the lower of:
(A) £0.50 per Ordinary Share (“ Deal Price ”); and
(B) the issue price per Ordinary Share under any subsequent capital raising,

(“ Conversion Price ”).

If Technical Completion has not occurred by the date that is three years after the issue of the Convertible

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Note (or subject to the election of the Company, the date that is four years after the issue of the Convertible Note), and provided that the Convertible Note has not already been converted, all of the principal amount will automatically be converted into Ordinary Shares at the Floor Price.

Please refer to Section 14 of this Part 6 for more details of the Convertible Note.

Other than as disclosed in this Prospectus and on exercise of the Unlisted Options, Performance Rights, SGRF Options or Convertible Note the Company has no present intention to issue any new Ordinary Shares in the share capital of the Company.

The Company does not have on issue any securities not representing share capital.

No shares of the Company are currently on issue with a fixed date on which entitlement to a dividend arises and there are no arrangements in force whereby future dividends are waived or agreed to be waived.

Save as disclosed in this Section 2 of this Part 6, there has been no other issue of share or loan capital of the Company or any other member of the Group (other than intra-group issues by wholly owned subsidiaries) in the three years immediately preceding the date of this document and no such issues are proposed.

Save as disclosed in this Section 2 of this Part 6, no commissions, discounts, brokerages or other special terms have been granted by the Company or any other member of the Group in connection with the issue or sale of any share or loan capital of the Company or any other member of the Group in the three years immediately preceding the date of this document.

Save as disclosed in this Section 2 of this Part 6, on Admission no share or loan capital of the Company or any other member of the Group will be under option or has been agreed conditionally or unconditionally to be put under option.

None of the Ordinary Shares have been sold or are available in whole or in part to the public in conjunction with the application for the Ordinary Shares to be admitted to the Official List.

The Ordinary Shares will be in registered form. No temporary documents of title will be issued and prior to the issue of definitive certificates, transfers will be certified against the register.

2.4 Rights attaching to Ordinary Shares

The rights attaching to Ordinary Shares arise from a combination of the Company's Constitution, statute and general law. Section 3 of this Part 6 below contains a summary of certain provisions of the Company’s constitution relation to the Ordinary Shares.

Shareholders should be aware that there are certain situations under statute and the general law where they may be deprived of their rights attaching to Ordinary Shares. In particular, if the Company is under the control of an administrator, due to concerns relating to the solvency of the Company, the administrator has the power under the Australian Corporations Act 2001 to compulsorily transfer shares from shareholders to third parties, such as creditors, without the consent of shareholders, provided leave of a court has been obtained. A court is only permitted to grant an administrator leave for the compulsory transfer of the shares if satisfied that the transfer does not unfairly prejudice the interests of shareholders. This will typically occur where evidence is presented to the court that the shares in the Company have no residual value to shareholders and that shareholders would be unlikely to receive any distribution if the Company were placed into liquidation.

The rights of a shareholder to freely transfer their shares is also limited when a liquidator has been appointed to wind up the Company. If the Company is in liquidation, a transfer of shares will not be effective unless a shareholder obtains the consent of the liquidator or an order of a court authorising the transfer, such consent or authorisation being provided where the transfer of shares is in the best interests of the Company's creditors as a whole.

Ordinary Shares issued following the conversion exercise of Unlisted Options or SGRF Options or the conversion of Performance Rights or Convertible Note will rank equally in all respects with the Company's

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existing Ordinary Shares.

3 CONSTITUTION

The clauses of the Constitution contain the internal rules of the Company and define matters such as the rights, duties and powers of its shareholders and Directors, including provisions, inter alia, to the following effect (when read in conjunction with the Australian Corporations Act 2001 and ASX Listing Rules).

3.1 Objects

The Constitution does not contain any limitations on the Company’s objects and purposes.

3.2 Voting rights

Subject to any rights or restrictions at the time being attached to any shares or class of shares of the Company, each Shareholder of the Company is entitled to receive notice of, attend and vote at a general meeting. Resolutions of Shareholders put to a vote at a general meeting will be decided by a show of hands (which is the raising of hands to indicate voting for or against a resolution) unless a poll is demanded. On a show of hands each eligible Shareholder present has one vote. However, where a person present at a general meeting represents personally or by proxy, attorney or representative more than one Shareholder, on a show of hands that person is entitled to one vote only despite the number of Shareholders the person represents.

If a poll is demanded pursuant to the Company’s Constitution, each eligible Shareholder has one vote for each Ordinary Share held and a fraction of a vote for each partly paid share determined by the amount paid up on that share.

3.3 Restrictions on voting

A holder of restricted shares on issue from time to time is not entitled to any voting rights in respect of those restricted shares which would result in a breach of the ASX Listing Rules or a breach of a restriction agreement. A Shareholder is only entitled to a fraction of one vote equal to the proportion which has been paid up for each Ordinary Share. Shareholders who have not paid any calls due and payable in respect of their shares are not entitled to vote on any resolution in respect of those shares.

As at the Latest Practicable Date, there are no issued restricted shares in the Company and it is expected that there will continue to be no issued restricted shares immediately after Admission.

A Shareholder is not entitled to vote on any resolution at a meeting where the vote is prohibited by the Australian Corporations Act 2001, the ASX Listing Rules, and an order of a court of competent jurisdiction or any other applicable law.

A holder of a preference share only has the right to vote:

(a) during a period during which a dividend (or part of a dividend) in respect of the share is in arrears;
(b) on a proposal to reduce the share capital of the Company;
(c) on a resolution to approve the terms of a buy-back agreement;
(d) on a proposal that affects rights attached to the share;
(e) on a proposal to wind up the Company;
(f) on a proposal for the disposal of the whole of the property, business and undertaking of the Company; and
(g) during the winding up of the Company.

As at the Latest Practicable Date, there are no issued preference shares in the Company and it is expected that there will continue to be no issued preference shares immediately after Admission.

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3.4 Dividends

Subject to and in accordance with the Australian Corporations Act 2001, the ASX Listing Rules, the rights of any preference shares and to the rights of the holders of any shares created or raised under any special arrangement as to dividend, the Directors may from time to time declare dividend to be paid to the shareholders entitled to the dividend. Subject to the rights of any preference shares and to the rights of the holders of any shares created or raised under any special arrangement as to dividend, the dividend as declared shall be payable on all shares according to the proportion that the amount paid (not credited) is of the total amounts paid and payable (excluding amounts credited) in respect of such shares.

3.5 Return of capital

Subject to any rights or restrictions attached to a class of shares, on a winding up of the Company, any surplus must be divided among shareholders in the proportions which the amount paid (including amounts credited) on the shares of a shareholder is of the total amounts paid and payable (including amounts credited) on the shares of all shareholders. The liquidator may, with the sanction of a special resolution, distribute among shareholders the whole or any part of the property of the Company and decide how to distribute the property as between shareholders or different classes of shareholders.

3.6 Variation of rights

3.7 Transfer of shares

The Company may participate in any clearing and settlement facility provided under Applicable Law.

Subject to the restriction set out in this Section 3.7 of this Part 6, a Shareholder may transfer one or more of his or her shares by:

(a) a proper ASX Settlement transfer;
(b) an instrument of transfer that is:
(i) in writing;
(ii) in any usual form or in any other form approved by the Directors that is otherwise permitted by law;
(iii) subject to the Corporations Act, executed by or on behalf of the transferor, and if required by the Company, the transferee;
(iv) stamped, if required by a law about stamp duty; and
(v) delivered to the Company, at the place where the Register is kept, together with the certificate (if any) of the share to be transferred and any other evidence as the Directors require to prove:
- (A) the title of the transferor to that share;
- (B) the right of the transferor to transfer that share; and
- (C) the proper execution of the instrument of transfer; or
(c) any other method permitted by the Applicable Law.

Subject to the ASX Settlement Operating Rules, the transferor is deemed to remain the holder of the shares concerned until the transfer for the name of the transferee is entered in the register in respect of those shares.

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The Company must give notice in writing of any refusal to register and transfer of shares, and the reasons for the refusal, to the person transferring those shares and the person who lodged the transfer (if not the same person).

Save as aforesaid, the Constitution contains no restrictions as to the free transferability of fully paid shares.

3.8 Proportional Takeovers

A proportional takeover bid is one in which the offer or offers only to buy a specified proportion of each shareholders' shares.

The Constitution provides for Shareholder approval of any proportional takeover bid for the shares. Subject to the ASX Listing Rules and ASX Settlement Operating Rules, the provisions require the Directors to refuse to register any transfer of shares made in acceptance of a proportional takeover offer until the requisite shareholder approval has been obtained.

The perceived advantages of including proportional takeover provisions in the Constitution are that such provisions may:

(a)	enhance the bargaining power of Directors in connection with any potential sale of the Company;
(b)	improve corporate management by eliminating the possible threat of a hostile takeover through
	longer term planning;
(c)	make it easier for Directors to discharge their fiduciary and statutory duties to the Company and its
	shareholders to advise and guide in the event of a proportional bid occurring; and
(d)	strengthen the position of shareholders of the Company in the event of a takeover, assuming
	the takeover will result in a sharing of wealth between the offeror and shareholders, as the more
	cohesive shareholders are in determining their response the stronger they are. A requirement for
	approval can force shareholders to act in a more cohesive manner. Where shareholders know that
	a bid will only be successful if a specified majority of shareholders accept the offer, they have less to fear by not tendering to any offer which they think is too low.

The perceived disadvantages of including proportional takeover provisions in the Constitution include the following:

(a)	a vote on approval of a specific bid suffers from a bias in favour of the incumbent Board;
(b)	the provisions are inconsistent with the principle that a share in a public company should be
	transferable without the consent of other shareholders; and
(c)	a shareholder may lack a sufficient financial interest in any particular company to have an incentive
	to determine whether the proposal is appropriate.

To comply with the Australian Corporations Act 2001, the proportional takeover provisions must be renewed by Shareholders in general meeting at least every 3 years to remain in place. The Company has not obtained Shareholder approval for these provisions in the last 3 years but intends to renew the proportional takeover provisions in 2018.

3.9 Disposal of less than a Marketable Parcel

For the sake of avoiding excessive administration costs, the Constitution contains provisions enabling the Company to procure the disposal of Shares where the Shareholder holds less than a marketable parcel of shares within the meaning of the ASX Listing Rules (being a parcel of shares with a market value of less than A$500). To invoke this procedure, the Directors must first give notice to the relevant Shareholder holding less than a marketable parcel of shares, who may then elect not to have his or her shares sold by notifying the Directors.

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3.10 Shares

The issue of shares in the capital of the Company and options over unissued shares by the Company is under the control of the Directors, subject to the Australian Corporations Act 2001, ASX Listing Rules and any rights attached to any special class of shares.

Shares may be converted or cancelled with shareholder approval and the Company’s share capital may be reduced in accordance with the requirements of the Australian Corporations Act 2001 and the ASX Listing Rules.

The Company may buy back shares in itself on terms and at such times determined by the Directors in accordance with the requirements of the Australian Corporations Act 2001.

Subject to any rights or restrictions as of the relevant time attached to any shares or class of shares of the Company, each member of the Company is entitled to receive notice of, attend and vote at a general meeting. Resolutions of members will be decided by a show of hands unless a poll is demanded. On a show of hands each eligible Shareholder present has one vote. However, where a person present at a general meeting represents personally or by proxy, attorney or representative more than one member, on a show of hands the person is entitled to one vote only despite the number of members the person represents.

On a poll each eligible Shareholder has one vote for each Ordinary Share held and a fraction of a vote for each partly paid share determined by the amount paid up on that share.

Subject to and in accordance with the Australian Corporations Act 2001, the ASX Listing Rules, the rights of any preference shares and to the rights of the holders of any shares created or raised under any special arrangement as to dividend, the Directors may from time to time declare a dividend to be paid to the shareholders entitled to the dividend. Subject to the rights of any preference shares and to the rights of the holders of any shares created or raised under any special arrangement as to dividend, the dividend as declared shall be payable on all shares according to the proportion that the amount paid (not credited) is of the total amounts paid and payable (excluding amounts credited) in respect of such shares.

3.11 General meetings

3.11.1 Annual general meetings

Directors may call a meeting of members whenever they think fit. Shareholders may call a meeting as provided by the Australian Corporations Act 2001. The Constitution contains provisions prescribing the content requirements of notices of meetings of members and all members are entitled to a notice of meeting. A meeting may be held in two or more places linked together by audio-visual communication devices. A quorum for a meeting of members is two eligible Shareholders entitled to vote at that meeting.

The Company holds annual general meetings in accordance with the Australian Corporations Act 2001 and the ASX Listing Rules.

3.11.2 Orderly conduct of meetings

The chairperson of a meeting of members is responsible for the general conduct of any such general meeting, including, making rulings or adjourning a meeting without putting the question to vote if that action is required to ensure the orderly conduct of the meeting; determine the procedures to be adopted for the casting or recording of votes; determine any dispute concerning the admission, validity or rejection of a vote; terminate debate or discussion on any matter being considered at the meeting and require that matter to be put to a vote; refuse to allow debate or discussion on any matter which is not business referred to in the notice of that meeting or is not business allowed to be discussed in accordance with the Australian Corporations Act 2001; subject to the Corporations Ac 2001, refuse to allow any amendment to be moved to a resolution set out in the notice of that meeting; or determine who may speak at a meeting.

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3.11.3 Notice of general meetings

The Company is required to provide Shareholders with 28 days notice of any general meeting of members, unless a shorter period of time is permitted under the Australian Corporations Act 2001. The notice of meeting must include the date and time of the meeting and the general nature of the business of the meeting. Notice of the meeting must be provided to all Shareholders, Directors, alternative Directors and any auditors of the Company.

3.11.4 Quorum

A quorum for a meeting of members is two eligible Shareholders entitled to vote at that meeting.

3.11.5 Chairperson

At each general meeting, the chairperson of the Board or, if he is absent or unwilling, one of the other Directors who is appointed by a majority of the Board or (failing appointment by the Board) shall preside as chairperson of the meeting. If at a meeting a chairperson has not been elected by the Board or is the elected chairperson by the Board is not willing to chair all or part of the meeting, the members presented must elect another person present and willing to act as part of all or part of that meeting.

3.11.6 Directors entitled to attend and speak

All Directors are entitled to attend and speak at all meetings of members.

3.11.7 Adjournment

The chairperson:

(a) may adjourn a meeting of members to any day, time and place; and
(b) must adjourn a meeting of members if eligible members presented by a majority of votes agree or direct the chairperson to do so.

No other person other than the chairperson of the meeting may adjourn the meeting. The Company is only required to give notice of a meeting of members resumed from an adjourned meeting if the period of adjournment exceeds 28 days. Only business left unfinished is to be transferred at the adjourned meeting.

3.11.8 Cancellation and postponement

Directors may at any time postpone or cancel a meeting of members by giving notice as soon as practicable to the ASX and each Shareholder, Director, alternative Director and auditor of the Company.

A meeting of members called at the request of a Shareholder in accordance with the Australian Corporations Act 2001 must not be cancelled by the Directors without the consent of the Shareholder who requested the meeting.

3.11.9 Method of voting and demand for poll

Unless a poll is requested, a resolution put to vote at a meeting of members must be decided on a show of hands. A declaration by the chairperson of the meeting that a resolution on a show of hands is passed, passed by a particular majority or not passed, and entry to that effect in the minutes of the meeting, is sufficient evidence of that fact.

A poll may be demanded on any resolution at a meeting of members, before or immediately after the results of the vote on the resolution, by:

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(a) at least 5 eligible Shareholders present and entitled to vote on the resolution;
(b) one or more eligible Shareholders present and who together holds at least 5% of the votes that may be cast on the resolution; or
(c) the chairperson of the meeting.

A demand for a poll may be withdrawn.

3.11.10 Taking a poll

A poll demand on a resolution at a meeting of members, other than for the election of a chairperson or adjournment of the meeting, must be taken in the manner and at the time and place directed by the chairperson.

3.11.11 Proxies

An eligible Shareholder may appoint a proxy to attend and vote at the meeting on the Shareholder's behalf. The Constitution contains provisions specifying the manner of lodgement of proxy instruments. An eligible Shareholder may appoint an individual or corporation to act as its representative.

3.11.12 Form of proxy

An appointment of a proxy in writing is valid if it is signed by a Shareholder making the appointment and contains:

(a) the name and address of that Shareholder;
(b) the name of the Company;
(c) the name of the proxy or name of the office of the proxy; and

(d) the meeting of Shareholders at which the proxy may be used.

The chairperson of the meeting may determine that a written document appoint a proxy is valid even if it contains only some of the above information. The decision of a chairperson of the validity of a proxy is final and conclusive.

3.11.13 Deposit of proxy

The appointment of a proxy is effective only if the Company receives the appointment not less than:

(a) 48 hours before the time scheduled for commencement of that meeting; or
(b) for an adjourned meeting, 48 hours before the time scheduled for resumption of the meeting.
3.11.14 Notice of revocation of proxy

Unless the Company has received a notice of revocation of a proxy not less than 48 hours before the time scheduled for the commencement of a meeting, a vote cast at the meeting by the appointed proxy is valid, even if before the proxy votes:

(a) the Shareholders has sold their shares; or
(b) the Shareholder revoked the appointment of that proxy.

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3.12 Directors

3.12.1 Number

The number of Directors shall be not less than three (3). The Company may, by ordinary resolution, alter the minimum or maximum number of Directors provided that the minimum is not less than three (3).

3.12.2 Appointment of Directors

The Directors may appoint any person as Director.

The Company may, by ordinary resolution, appoint any person as a Director.

A Director need not be a Shareholder.

3.12.3 Retirement of Directors

A Director must retire from office no later than the longer of:

(a) the third annual general meeting of the Company; or
(b) three (3) years following that Director's last election or appointment.

If the Company has three (3) or more Directors, one third of the Directors (rounded down to the neatest whole number) must retire at each annual general meeting. If the Company has less than three (3) Directors, one Director must retire at each annual general meeting.

The Directors to retire shall be those Directors who have held their office as Director the longest period of time since their last election or appointment to that office but, as between persons who have held office for the same period of time, those to retire shall (unless they otherwise agree among themselves) be determined by lot.

The retirement provisions of the Constitution do not apply to the managing Director of the Company, or if more than one, the managing Director of the Company determined by the Directors. However, a Director who ceases to be the managing Director must retire at the next annual general meeting following the Director ceasing to be managing Director.

A Director appointed by the existing Directors and not by ordinary resolution may retire at the next general meeting of the Company. If the Director does not retire at the general meeting, he or she must retire at the next annual general meeting.

3.12.4 Position of retiring Directors

A Director who retires under the Constitution is eligible for re-election.

3.12.5 Removal of Directors

The Company may, by ordinary resolution, remove any Director, and if thought fit, appoint another person in place of that Director.

A Director may resign from office by giving the Company notice in writing.

3.12.6 Vacation of office of Director

A Director ceases to be a Director if:

(a) the Director becomes of unsound mind or a person whose property is liable to be dealt with under a law about mental health;
(b) the Director is absent without the consent of the Directors from all meetings of the

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Directors held during a period of 6 months;

(c) the Director resigns or is removed under the Constitution;
(d) the Director is an Executive Director (including a managing Director) and ceases to be an employee of the Company (not including being a Non-executive Director) or of a related body corporate of the Company;
(e) the Director becomes an insolvent under administration; or
(f) the Australian Corporations Act 2001 so provides.
3.12.7 Managing Director

The board may appoint one or more directors as managing director, for any period and on any terms as the directors resolve. A Director appointed as a managing director shall automatically cease to hold that position if he ceases to be a Director.

3.12.8 Power to appoint alternate Directors

With approval of a majority of the other Directors, each Director may appoint a person to act as an alternate Director of that Director for any period.

The appointing Director may terminate the appointment of his or her alternate Director at any time.

3.12.9 Directors' interests

A Director may:

(a) hold an office or place of profit (except as auditor) in the Company, on any terms as the Directors resolve;
(b) hold an office or otherwise be interested in any related body corporate of the Company or other body corporate in which the Company is interested; or
(c) act, or the Director's firm may act, in any professional capacity for the Company (except as auditor) or any related body corporate of the Company or other body corporate in which the Company is interested,

and retain the benefits of doing so if the Director discloses in accordance with the Australian Corporations Act 2001 the interest giving rise to those benefits.

If a Director discloses his or her interest in accordance with the Australian Corporations Act 2001:

(a) the Director may contract or make an arrangement with the Company, or a related body corporate of the Company or a body corporate in which the Company is interested, in any matter in any capacity;
(b) the Director may, subject to the Australian Corporations Act 2001, be counted in a quorum for a meeting of Directors considering the contract or arrangement;
(c) the Director may, subject to the Applicable Law, vote on whether the Company enters into the contract or arrangement, and on any matter that relates to the contract or arrangement;
(d) the Director may sign on behalf of the Company, or witness the affixing of the common seal of the Company to, any document in respect of the contract or arrangement;

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(e) the Director may retain the benefits under the contract or arrangement; and
(f) the Company cannot avoid the contract or arrangement merely because of the existence of the Director's interest.

The Director must give to the Company the information which the Company is required by the Listing Rules to disclose to ASX in respect of:

(a) notifiable interests of the Director; and
(b) changes to the notifiable interests of the Director,

in the form which the Company is required to tell ASX under the Listing Rules.

3.12.10 Benefits and Remuneration

The Company may pay non-executive Directors a maximum of the total amount as determined by the Shareholders in general meeting and such sum must not be paid by way of commission on, or percentage of, profits or operating revenue.

The remuneration of executive Directors must, subject to the provisions of any contract between each of them and the Company, be fixed by the directors and must not be calculated as a commission on, or percentage of, operating revenue.

The Company may give, or agreed to give, a person a benefit in connection with that person's, or someone else's, retirement from a board or managerial office in the Company or a related body corporate of the Company.

3.12.11 Powers of the board

The Company may exercise in any manner permitted by the Corporations Act any power which a public company limited by shares may exercise under the Australian Corporations Act 2001.

The business of the Company is managed by or under the direction of the Directors. The Directors may exercise all the powers of the Company except any powers that the Australian Corporations Act 2001 or the Constitution requires the Company to exercise in general meeting.

In accordance with the Australian Corporations Act 2001, the Constitution provides for execution of documents by the Company without the use of the Company’s company seal.

3.12.12 Borrowing powers

The board may exercise all the powers of the Company to borrow money and to mortgage or charge all or any part of its undertaking, property, assets (present and future) and uncalled capital and to issue debentures and other securities whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.

3.12.13 Indemnity of officers

To the extent permitted by law, the Company indemnifies every person who is or has been a Director or Secretary of the Company against a liability incurred by that person in his or her capacity as a Director or Secretary. Indemnities not permitted under the Australian Corporations Act 2001 include where a liability is owed to a third party and did not arise out of conduct in good faith. A similar indemnity is provided in respect of legal proceedings. The Company may also pay the premiums on Directors' and officers' liability insurance.

3.12.14 Committees and Delegates

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The Directors may delegate any of their powers (including the power to delegate) to a committee of Directors, a Director, an employee of the Company or any other person.

The Directors may revoke or vary any power so delegated.

3.12.15 Board meetings

The Directors may meeting, adjourn and otherwise regulate Board meeting as they think fit. A Director may call a Board meeting at any time and the Company Secretary must call a Board meeting on request of any Director.

3.12.16 Notice of board meetings

Notice of Board meetings must be provided to each Director and alternative Director. Not less than 12 hours’ notice must be provided to all Directors, unless all Directors otherwise agree. A Director or alternative Director may waive notice of a Board meeting.

3.12.17 Quorum
A quorum for a meeting of Directors is the number determined by the Board or otherwise 2 Directors.
3.12.18 Voting

A resolution of Directors is determined by a majority of votes. Each Directors has one vote and if there is an equality of votes, the chairperson of the meeting has the casting vote on the resolution, in addition to any vote they had in their capacity as a Director.

3.12.19 Telephone and video conference meetings

A meeting of Directors may be held by using any technology. If a meeting is held in 2 or more places linked together by technology:

(a) a Director present at one place is taken to be present at the meeting unless and until the Director states to the chairperson that the Director is discontinuing their participation in the meeting; and
(b) the chairperson may determine at which place the meeting will be taken to have been held.
3.12.20 Resolutions in writing

The Directors may pass a resolution in writing signed by all Directors entitled to vote on the resolution containing a statement that the Directors are in favour of the resolution set out in the document. Separate copies of the document may be used for the written resolution provided that the wording of the resolution and the statement is identical in each copy.

4 SETTLEMENT IN THE UK

4.1 CREST

CREST is a paperless settlement procedure enabling securities to be evidenced otherwise than by a certificate and transferred otherwise than by a written instrument.

The Company has entered into depositary arrangements to enable investors to settle and pay for interests in Ordinary Shares through the CREST system. Pursuant to arrangements put in place by the Company, the Depositary will hold the Ordinary Shares on trust for the investors and will issue dematerialised Depositary Interests to CREST accounts representing the underlying Ordinary Shares.

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4.2 Depositary Interest Arrangements

The Depositary Interests are independent securities constituted under English law and are held on a register maintained by the Depositary. The Depositary Interests have the same ISIN number as the Ordinary Shares which they represent and do not require a separate listing on the London Stock Exchange.

The Depositary Interests were created pursuant to and issued on the terms of the Deed Poll. Prospective holders of Depositary Interests should note that they will have no rights in respect of the underlying Ordinary Shares, or the Depositary Interests representing them, against CREST or its subsidiaries. The Deed Poll also sets out the procedure for holders of Depositary Interests to vote at general meetings of the Company and to exercise their rights as Shareholders. Each Depositary Interest will be treated as one Ordinary Share for the purposes of determining, for example, eligibility for any dividends.

Ordinary Shares will be transferred to the Custodian and the Depositary will issue Depositary Interests to participating members and provide the necessary custodial services.

In relation to those Ordinary Shares held by Shareholders in uncertificated form, although the Company's register shows the Custodian as the legal holder of the Ordinary Shares, the beneficial interest in the Ordinary Shares remains with the Depositary Interest Holder (the Shareholder), who has the benefit of all the rights attaching to the Ordinary Shares as if the Depositary Interest Holder were named on the certificated share register itself.

Each Depositary Interest will be treated as one Ordinary Share for the purposes of determining, for example, eligibility for any dividends. The Depositary Interests have the same ISIN number as the underlying Ordinary Shares. The Depositary Interests can then be traded and settlement will be within the CREST system in the same way as any other CREST securities.

Please see sections 14.8 and 14.9 of this Part 6 for further information in relation to the Depositary Interest arrangements.

5 SETTLEMENT IN SPAIN

The Spanish clearing, settlement and book-entry system has been recently adapted by Act 11/2015, of June 18, on the recovery and resolution of credit institutions and investment firms ( Ley 11/2015, de 18 de junio, sobre recuperación y resolución de entidades de crédito y empresas de servicios de inversion ) and Spanish Royal Decree 878/2015, of October 2, ( Real Decreto 878/2015, de 2 de octubre, sobre compensación, liquidación y registro de valores negociables representados mediante anotaciones en cuenta, sobre el régimen jurídico de los depositarios centrales de valores y de las entidades de contrapartida central y sobre requisitos de transparencia de los emisores de valores admitidos a negociación en un mercado secundario oficial ) to the provisions set forth in Regulation (EU) No 909/2014 of the European Parliament and of the Council of July 23, 2014, on improving securities settlement in the EU and on central securities depositories, amending Directives 98/26/EC and 2014/65/EU and Regulation (EU) No 236/2012.

Following the implementation of this reform transactions carried out on the Spanish Stock Exchanges Automated Quotation System, which links the Spanish Stock Exchanges providing any equity securities listed on them with a uniform continuous market in order to eliminate certain differences arising among the various local exchanges, continue to be settled by Iberclear, as central securities depository, and are cleared by BME Clearing, S.A., as central counterparty (" CCP ").

Iberclear and BME Clearing, S.A. are owned by Bolsas y Mercados Españoles, Sociedad Holding de Mercados y Sistemas Financieros, S.A., a listed holding company which also holds a 100% interest in each of the Spanish official secondary markets.

Shares of listed Spanish companies are represented in book-entry form. The book-entry system is a twotier level registry: the keeping of the central book-entry register corresponds to Iberclear and the keeping of the detail records correspond to the participating entities in Iberclear.

Access to become a participating entity is restricted to (i) credit institutions, (ii) investment services companies which are authorized to render custody and administration of financial instruments, (iii) the Bank

246

of Spain, (iv) the General Administration and the General Social Security Treasury, (v) other duly authorized central securities depositories and central clearing counterparties and (vi) other public institutions and private entities when expressly authorized to become a participating entity in central securities depositories.

The central registry managed by Iberclear reflects: (i) one or several proprietary accounts which will show the balances of the participating entities’ proprietary accounts; (ii) one or several general thirdparty accounts that will show the overall balances that the participating entities hold for third parties; (iii) individual accounts opened in the name of the owner, either individual or legal person; and (iv) individual special accounts of financial intermediaries which use the optional procedure of settlement of orders. Each participating entity, in turn, maintains the detail records of the owners of such shares.

According to the above, Spanish law considers the owner of the shares to be:

• the participating entity appearing in the records of Iberclear as holding the relevant shares in its own name.

• the investor appearing in the records of the participating entity as holding the shares; or

the investor appearing in the records of Iberclear as holding shares in a segregated individual account.

BME Clearing is the CCP in charge of the clearing of transactions closed on the Spanish Stock Exchanges. BME Clearing interposes itself on its own account as seller in every purchase and as buyer in every sale. It calculates the buy and sell positions vis-à-vis the participants designated in such buy-or-sell instructions. The CCP then generates and sends to Iberclear the relevant settlement instructions.

The settlement and book-entry registration platform managed by Iberclear, which operates under the trade name of ARCO, receives the settlement instructions from BME Clearing and forwards them to the relevant participating entities involved in each transaction. ARCO operates under a T+2 settlement standard, by which any transactions must be settled within two business days following the date on which the transaction was completed.

Obtaining legal title to shares of a company listed on the Spanish Stock Exchanges requires the participation of a Spanish official stockbroker, broker-dealer or other entity authorized under Spanish law to record the transfer of shares. To evidence title to shares, at the owner’s request the relevant participating entity must issue a legitimation certificate (" certificado de legitimación "). If the owner is a participating entity or a person holding shares in a segregated individual account, Iberclear is in charge of the issuance of the certificate regarding the shares held in their name.

6 PERFORMANCE RIGHTS PLAN

This section gives a brief outline of the Berkeley Performance Rights Plan (“ Performance Rights Plan ”) and its terms and conditions.

6.1 Eligible Participants

The eligible participants under the Performance Rights Plan are full time employees and permanent parttime employees of the Company and its subsidiaries (including Directors) and any other person determined by the Board to be included for the purposes of the Performance Rights Plan (“ Eligible Employees ”) and contractors engaged by the Company and its subsidiaries who are determined by the Board to be eligible participants for the purposes of the Performance Rights Plan (“ Eligible Contractors ”). In accordance with the ASX Listing Rules, prior Shareholder approval will be required before any Director or related party of the Company can participate in the Performance Rights Plan and be granted Performance Rights.

6.2 Limits on Entitlement

An offer of Performance Rights may only be made under the Performance Rights Plan if the number of Ordinary Shares that may be issued on exercise of those Performance Rights, when aggregated with:

the number of Ordinary Shares which would be issued if each outstanding Performance Right was exercised into Ordinary Shares (as the case may be); and

247

the number of Ordinary Shares issued during the previous 3 years pursuant to the Performance Rights Plan,does not exceed 5% of the total number of issued Ordinary Shares as at the time of the offer.

6.3 Individual Limits

The Performance Rights Plan does not set out a maximum number of Ordinary Shares that may be made issuable to any one person or company.

6.4 Consideration Payable

Performance Rights will be issued for no consideration and no amount will be payable upon exercise thereof.

6.5 Offer and Performance Conditions

The Performance Rights issued under the Performance Rights Plan to eligible participants may be subject to performance conditions, determined by the Board from time to time and expressed in a written offer letter (“ Offer ”) made by the Company to the eligible participant which is subject to acceptance by the eligible participant within a specified period. The performance conditions may include one or more of (i) service to the Company of a minimum period of time (ii) achievement of specific performance conditions by the participant and/or by the Company (iii) a vesting period following satisfaction of performance conditions before the Performance Rights vest, or (iv) such other performance conditions as the Board may determine and set out in the Offer. The Board in its absolute discretion determines whether performance conditions have been met.

6.6 Expiry Date & Lapse

Performance Rights may have an expiry date as the Board may determine in its absolute discretion and specify in the Offer. The Board is not permitted to extend an expiry date without shareholder approval.

If a performance condition of a Performance Right is not achieved by expiry date then the Performance Rights will lapse. A Performance Right will also lapse if the Board determines the participant ceases to be an Eligible Employee or an Eligible Contractor for the purposes of the Performance Rights Plan for any reason (other than as a result of retirement, disability, bona fide redundancy, death or removal from a position of managerial or executive office in the Company).

6.7 Retirement, Disability, Redundancy, Death or Removal as a Director

Under the Performance Rights Plan, upon the retirement, total and permanent disability, bona fide redundancy, death of a participant or in the case of persons holding managerial or executive office who are participants, removal from that office (unless the Board determines otherwise), then in respect of those Performance Rights which have not satisfied the performance condition but have not lapsed, then the participant shall be permitted to continue to hold those Performance Rights as if the participant was still an Eligible Employee.

6.8 Forfeiture

If a participant acts fraudulently or dishonestly or is in breach of his or her obligations to the Company, the Board will have the discretion to deem any Performance Rights to have lapsed and deem any Performance Rights that have become Ordinary Shares to be forfeited. In the event the underlying Ordinary Shares have been sold by the participant, the participant will be required to pay all or part of the net proceeds of that sale to the Company.

6.9 Assignment

Without prior approval of the Board, Performance Rights may not be transferred, assigned or novated, except, upon death, a participant's legal personal representative may elect to be registered as the new holder of such Performance Rights and exercise any rights in respect of them.

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6.10 Takeover Bid or Change of Control

All Performance Rights automatically vest in the event of:

a Court approval of a merger by way of scheme of arrangement (but shall not include a merger by way of scheme of arrangement for the purposes of a corporate restructure (including change of domicile, consolidation, sub-division, reduction or return) of the issued capital of the Company);
a takeover bid (as defined in the Australian Corporations Act 2001) is announced, has become unconditional and the person making the takeover bid has a relevant interest in 50% or more of the Ordinary Shares in the Company; or
any person acquires a relevant interest in 50.1% or more Ordinary Shares in the Company by any other means.

6.11 Alteration in Share Capital

Appropriate adjustments will be made to the number of Performance Rights in accordance with the ASX Listing Rules in the event of a reconstruction of the share capital of the Company, such as a share consolidation, share split or other reduction of capital.

6.12 Pro Rata Issue of Securities

A holder of Performance Rights will only be able to participate in a pro rata offer of new securities in the Company to existing Shareholders, if, prior to the record date, the Performance Rights have been duly exercised. In addition, no adjustment to the number of Ordinary Shares a Performance Rights holder is entitled to or adjustment to any performance condition which is based, in whole or in part, upon the Company’s Ordinary Share price, shall occur as a result of the Company undertaking a rights issue.

6.13 Bonus Issue

If, during the term of any Performance Rights, the Company completes a bonus issue, the number of Ordinary Shares each Performance Rights holder is then entitled, shall be increased by that number of securities which the holder would have been issued if the Performance Rights then held by the holder were exercised immediately prior to the record date for the bonus issue.

6.14 Participation in other Opportunities

There are no participation rights or entitlements inherent in the Performance Rights though the Company will use its reasonable endeavours to ensure that each holder is given an opportunity to participate on the same basis as if his or her Performance Rights had been exercised.

6.15 Termination, Suspension or Amendment

The Board may terminate, suspend or amend the Performance Rights Plan at any time subject to any resolution of the Company required by the ASX Listing Rules.

7 UNLISTED OPTIONS

7.1 Right to subscribe for Ordinary Shares

Each Unlisted Option gives the holder the right to subscribe for one Ordinary Share at the exercise price of that Unlisted Option.

All Ordinary Shares issued on exercise of the Unlisted Options rank equally with all other Ordinary Shares of the Company.

7.2 Vesting and exercise period

Unlisted Options may only be exercised after the vesting date and prior to their expiry of the exercise period, in each case as set out in the terms of the relevant Unlisted Option.

249

7.3 Change of Control

All Unlisted Options currently on issue automatically vest in the event of:

(a) A takeover bid pursuant to the Australian Corporations Act 2001 for all of the Ordinary Shares in the Company having become unconditional where the bidder has received acceptances in respect of at least 50.1% of the Ordinary Shares; or
(b) The Company announcing that the its shareholders have, at a court convened meeting of shareholders voted in favour (by the necessary majority) of a scheme of arrangement under which all Ordinary Shares are to be either cancelled or acquired by a third party and the court has approved the scheme of arrangement.

7.4 Quotation on ASX

The Company will apply to ASX for quotation of all Ordinary Shares issued on exercise of Unlisted Options.

7.5 Alteration in Share Capital

7.6 Adjustment for bonus issue

If the Company makes a bonus issue of Ordinary 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 Ordinary Shares which must be issued on the exercise of an Unlisted Option will be increased by the number of Ordinary Shares which the Unlisted Option holder would have received if the Unlisted Option holder had exercised the Unlisted Option before the record date for the bonus issue; and
(b) no change will be made to the exercise price of the Unlisted Options.

7.7 Adjustment for rights issue

If the Company makes an issue of Ordinary Shares pro rata to existing shareholders (other than an issue in lieu of in satisfaction of dividends or by way of dividend reinvestment) the exercise price of an Unlisted Option will be reduced according to the following formula:

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Where:

O = the old exercise price of the Unlisted Option.

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

P = average market price per Ordinary Share weighted by reference to volume of the underlying Ordinary Shares during the 5 trading days ending on the day before the ex rights date or ex entitlements date.

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

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

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

250

new Ordinary Share

7.8 Limits on share capital

Pursuant to Chapter 7 of the ASX Listing Rules, the Company must not issue options if it would have more options on issue than Ordinary Shares on issue.

Furthermore and pursuant to Chapter 7 of the ASX Listing Rules, without approval of shareholders, the Company must not issue or agree to issue equity securities (including options) representing more than 15% of the Company’s Ordinary Shares on issue 12 months before the issue date or date of agreement to issue, subject to certain exceptions, less any actual issues of equity securities issued or agreed to be issued in the 12 months before the issue date or agreement of issue, subject to certain exceptions.

8 SGRF OPTIONS

8.1 Entitlement

Each SGRF Option entitles the holder (“ Holder ”) to subscribe for one Ordinary Share in the Company upon exercise.

8.2 Vesting

Each SGRF Option shall vest on the date on which any Principal Amount, under the Convertible Note with a face value of US$65 million, and issued to the Holder on and subject to the Convertible Note terms and conditions, is first converted into Ordinary Shares (the “ Vesting Date ”).

8.3 Exercise Price and Expiry Date

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(a)
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(a) The SGRF Options shall have the following exercise prices (each an " Exercise Price ") and expiry dates (each an " Expiry Date "):
(i) In respect of each tranche 1 SGRF Option, each shall have an exercise price of £0.60 and shall expire on the earlier of:
- (1) the date which is 12 months after the Vesting Date; and
- (2) the date which is 5 years from the date of issue or such earlier date as required by ASX,

(“ Tranche 1 SGRF Option ”)

(ii) In respect of each tranche 2 SGRF Option, each shall have an exercise price of £0.75 and expire on the earlier of:
(1) the date which is 18 months after the Vesting Date; and
(2) the date which is 5 years and 6 months from the date of issue or such earlier date as required by ASX,

(“ Tranche 2 SGRF Option ”)

(iii) In respect of each tranche 3 SGRF Option, each shall have an exercise price of £1.00 and expire on the earlier of:
(1) the date which is 24 months after the Vesting Date; and
(2) the date which is 6 years from the date of issue or such earlier date as required by ASX,
- (“ Tranche 3 SGRF Option ”)

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8.4 Exercise period

Each SGRF Option is exercisable at any time after the Vesting Date and before the relevant Expiry Date.

8.5 Notice of Exercise

The SGRF Options may be exercised by notice in writing to the Company ( "Notice of Exercise" ) and payment of the Exercise Price for each SGRF Option being exercised. Any Notice of Exercise of an SGRF Option received by the Company will be deemed to be a notice of the exercise of that SGRF Option as at the date of receipt.

8.6 Shares issued on exercise

Ordinary Shares issued on exercise of the SGRF Options rank equally with the existing Ordinary Shares of the Company.

8.7 Quotation of Shares on exercise

Application will be made by the Company to ASX (or, if the Company is no longer listed on ASX, to the securities exchange on which the Company’s shares are admitted for quotation) for official quotation of the Ordinary Shares issued upon the exercise of the SGRF Options.

8.8 Timing of issue of Shares and quotation of Shares on exercise

Within 5 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 SGRF Option being exercised; and
(b) when excluded information in respect to the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information. If there is no such information, the relevant date will be the date of receipt of a Notice of Exercise as set out in clause (a) above,

the Company will:

(a) allot and issue the Shares pursuant to the exercise of the SGRF Options; and
(b) as soon as reasonably practicable:
(i) and in any event within 5 business days after issuing the Shares, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act; or
(ii) lodge a prospectus with ASIC that qualifies the Shares issued upon exercise of the SGRF Options for resale under section 708A(11) of the Corporations Act (which, if a notice is not lodged under paragraph (i) above, must be lodged with ASIC within 15 business days after issuing the Shares); and
(c) apply for, and use best endeavours to obtain, official quotation on ASX (or, if the Company is no longer listed on ASX, to the securities exchange on which the Company’s shares are admitted for quotation) of Shares issued pursuant to the exercise of the SGRF Options,

provided that if the Company receives a Notice of Exercise within 2 weeks after the release of its annual financial statements or after the release of its half-year financial statements, it must take the actions set out in clauses (a) to (b)(iii) above within 5 Business Days after receiving the Notice of Exercise.

8.9 Participation in new issues

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

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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 the opportunity to exercise their SGRF Options prior to the date for determining entitlements to participate in any such issue.

8.10 Adjustment for bonus issues of Shares

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 SGRF Option will be increased by the number of Shares which the Holder would have received if SGRF Options held by the Holder had been exercised before the record date for the bonus issue; and
(b) no change will be made to the Exercise Price.

8.11 Adjustment for rights issue

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

New exercise price = O - E[P-(S+D)]

N+1

O = the old Exercise Price of the SGRF Option.
E = the number of underlying Shares into which one SGRF Option is exercisable.
P = average market price 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.

8.12 Adjustments for reorganisation

If there is any reconstruction of the issued share capital of the Company, the rights of the Holders of SGRF Options may be varied to comply the ASX Listing Rules which apply to the reconstruction at the time of the reconstruction.

8.13 Quotation of SGRF Options

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

8.14 SGRF Options Transferable

The SGRF Options are only transferable provided that the transfer of SGRF Options complies with section 707(3) of the Corporations Act.

8.15 Authorisation

The Company represents and warrants to the Holder that the SGRF Options are validly issued and create an obligation on the Company to issue Shares upon exercise of the SGRF Options.

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8.16 Amendments

The terms and conditions of the SGRF Options may only be amended subject to compliance with the ASX Listing Rules (or the rules of the relevant securities exchange on which the Company’s shares are admitted for quotation).

8.17 Lodgement Instructions

The Exercise Price may be paid by cheque or electronic funds transfer to an account nominated by the Company. Cheques shall be in Australian currency made payable to the Company and crossed "Not Negotiable". The application for Shares on exercise of the SGRF Options with the appropriate remittance should be lodged at the Company's share registry.

9 DIRECTORS’ INTERESTS

9.1 As at the Latest Practicable Date, and as expected to be held on Admission, the interests (all of which are beneficial) of the Directors and their immediate families (including any interest known to that Director or which could with reasonable diligence be ascertained by him or any person connected with a Director within the meaning of section 252 to 255 of the UK Companies Act 2006) in the Company’s issued share capital are or are expected to be as follows:

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|||||||
|---|---|---|---|---|---|
|Name of Director|Number of Ordinary Shares|Percentage of issued share|
|capital on admission|
|Ian Middlemas|9,300,000|3.65|
|Paul Atherley|1,369,000|0.54|
|-|-|
|Nigel Jones|
|Adam Parker|200,000|0.08|
|Robert Behets|2,490,000|0.98|
|-|-|
|Deepankar Panigrahi|
|Name of Director|Security|Expiry Date|Exercise Price £|Number Held|Number Vested|
|Paul Atherley|Unlisted Options|30-Jun-2018|0.15|2,000,000|2,000,000|
|Paul Atherley|Unlisted Options|30-Jun-2019|0.20|2,000,000|2,000,000|
|Paul Atherley|Performance|31-Dec-2018|800,000|
|Rights|
|Paul Atherley|Performance|31-Dec-2019|1,050,000|
|Rights|
|Robert Behets|Performance|31-Dec-2018|240,000|
|Rights|
|Robert Behets|Performance|31-Dec-2019|240,000|
|Rights|

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9.2 As at the Latest Practicable Date, other than as disclosed below no other persons have notified the Company that they have an interest in 5% or more of the voting power of the Company and, therefore, hold a substantial interest in the Company within the meaning of that term under section 671B of the Australian Corporations Act 2001. 5% is the threshold for disclosure of shareholdings under the Australian Corporations Act 2001, the law under which the Ordinary Shares were created and under which the Company operates.

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||||
|---|---|---|
|Substantial Holder|Number of Ordinary Shares|Percentage of issued share|
|capital at date of notice|
|FIL Limited|24,802,375|9.74|
|Resource Capital Fund|24,570,700|9.65|
|Global X Management|23,823,961|9.36|
|Company|
|Anglo Pacific Group PLC|17,607,159|6.92|

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254

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Substantial Holder	Number of Ordinary Shares	Percentage of issued share
		capital at date of notice
River and Mercantile Asset	13,147,298	5.17
Management LLP

9.3 On 30 November 2017, following shareholder approval, the Company issued a US$65 million Convertible Note to SGRF which is convertible into fully paid Ordinary Shares of the Company at an issue price of up to £0.50 per share. The Convertible Note is non-interest bearing and unsecured and only repayable if an event of default under the investment agreement occurs. SGRF may convert the Convertible Note at any time. The Company may convert the Convertible Note at any time after Technical Completion at the centralised processing plant at Retortillo, provided that there is no event of default existing. If Technical Completion has not occurred by 30 November 2020, or by 30 November 2021 at the Company’s election, then the Convertible Note will automatically convert to shares at the floor price of £0.27 per share. The Convertible Note may also be converted by either SGRF or the Company if a change of control event occurs in relation to the Company.

In the event that the Company completes an equity raising prior to conversion of the Convertible Note, and the equity raising price is below £0.50 per share, the conversion price will be reset to the issue price of the equity raising, with a floor conversion price of £0.27.

As part of the Investment Agreement, the Company issued 50,443,124 SGRF Options with a weighted average exercise price of £0.85, that if exercised, would raise approximately a further £42.62 million (US$55 million).

If the Convertible Note was converted at £0.50 per share, SGRF would hold 100,880,000 Ordinary Shares representing 28.39% of the Company’s diluted share capital (see Section 14 of this Part 6 for further details). If SGRF subsequently exercised all the SGRF Options, SGRF would hold an additional 50,443,124 Ordinary Shares (representing an additional 8.9% of the Company’s diluted share capital). In those circumstances, SGRF would have a voting power of up to 37.29% in the Company (see Section 14 of this Part 6 for details).

However, if the Convertible Note was converted at the Floor Price, SGRF would hold 186,814,815 Ordinary Shares representing 42.33% of the Company’s diluted share capital (see Section 14 of this Part 6 for further details). If SGRF subsequently exercised all the SGRF Options, SGRF would hold an additional 50,443,124 Ordinary Shares (representing an additional 5.9% of the Company’s diluted share capital). In those circumstances, SGRF would have a voting power of up to 48.25% in the Company (see Section 14 of this Part 6 for details).

In both scenarios above and as disclosed in Section 12.2 of this Part 6, the acquisition of such voting power would be a breach of the takeover provisions of the Australian Corporations Act 2001 unless an exemption applies. However to ensure that the Convertible Note and SGRF Options are able to be converted in the future by either party without breaching the takeovers provisions of the Australian Corporations Act 2001, prior to the issue of the Convertible Note and SGRF Options the Company obtained shareholder approval at the 2017 Annual General Meeting of shareholders which was held on 28 November 2017 to permit SGRF to potentially acquire a relevant interest and voting power in the Company above 20%. See Section 12.2 of this Part 6 for further details. Save as disclosed in this Section 9.3, the Company is not aware of any person who directly or indirectly, jointly or severally, exercises or could exercise control over the Company nor is it aware of any arrangements, the operation of which may at a subsequent date result in a change of control of the Company.

9.4 The persons (including the Directors) referred to above in Sections 9.1 to 9.3 of this Part 6, do not have voting rights that differ from those of other Shareholders.

9.5 As noted above, on 30 November 2017, SGRF were issued with the Convertible Note and SGRF Options. The Convertible Note does not have any additional voting rights at a general meeting of the Company.

255

9.6 Under the Investment Agreement, SGRF does have the right to match to purchase U3O8 from the Company under an Offtake Agreement at the same price and up to the same volume as any bona fide customer of the Company who concludes an Offtake Agreement with the Company (“ Right to Match ”).

The Right to Match only applies while SGRF holds at least the 10% Threshold, and will cease to exist if a change of control transaction occurs. In addition, the Right to Match is subject to an annual cap (on a rolling 12 month basis) on the volume of U3O8 the Company is required to supply SGRF under all offtake agreements, which shall not exceed the greater of:

(i) one million pounds of product; and
(ii) 20% of annual production (on a rolling 12 month basis) of product.

The Company must also not employ or promote internally any new executive level employee without the prior written consent of SGRF, with such consent not to be unreasonably withheld.

9.7 Save as disclosed above in Sections 9.1 to 9.6 (inclusive) of this Part 6, the Company and the Directors are not aware of any arrangements, the operation of which may at a subsequent date result in a change of control of the Company.
9.8 No Director has any interest in any transactions which are or were unusual in their nature or conditions or which are or were significant to the business of the Group and which were effected by any member of the Group in the current or immediately preceding financial year or which were effected during an earlier financial year and which remain in any respect outstanding or unperformed.

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9.9
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9.9 The Directors currently hold, and have during the five years preceding the date of this document held, the following directorships or partnerships:

	Name Position Current directorships, or partnerships Past directorships or partnerships
	Ian Middlemas Chairman Apollo Minerals Limited Cradle Resources Limited Paringa Resources Limited Prairie Mining Limited Salt Lake Potash Limited Equatorial Resources Limited Piedmont Lithium Limited Sovereign Metals Limited Odyssey Energy Limited Constellation Resources Limited HCM Resources Pty Ltd OTC ACCM Pty Ltd OTC Mount Magnet Pty Ltd Outback Network Pty Ltd LIP Investments Syntonic Limited Papillon Resources Limited Sierra Mining Limited Decimal Software Limited OTC Port Hedland Pty Ltd WCP Copper Pty Ltd WCP Energy Pty Ltd WCP Gold Pty Ltd WCP Phosphate Pty Ltd Mt Phillips Exploration Pty Ltd Waratah Rise Pty Ltd Latitude Energy Pty Ltd Latitude Energy (Services) Pty Ltd MMA AUST Pty Ltd Renewable Energy Corporation Pty Ltd

256

Name
Position
Current
directorships, or
partnerships
Past directorships or
partnerships
Limited
McCourt Mining (UK)
Limited
McCourt Holdings (UK)
Limited
PDZ (UK) Limited
PD Co Holdings (UK)
Limited
Hartshorne Coal
Mining Pty Ltd
Mineral Investments
Pty Ltd
IJM Foundation Pty Ltd
Jedan Pty Limited
Petersview Pty Ltd
Arredo Pty Ltd
Siti Investments Pty
Ltd
Paul Atherley
Managing Director and
CEO
Berkeley Exploration
Ltd
Berkeley Minera
Espana S.L.U.
Berkeley Exploration
España S.L.U.
Rift Valley Resources
Ltd
Selection Capital Ltd
North Asia Metals Ltd
Hei Long Pty Ltd
Leyshon Resources
Limited
Philip Nominess Pty
Ltd
China Metals Pty Ltd
Leyshon Energy
Limited
Torrington Rare Earths
Pty Ltd
Robert Behets
Non-Executive Director Apollo Minerals Limited
Equatorial Resources
Limited
Constellation
Resources Limited
Patron Resources
Limited
Apollo Minerals (UK)
Ltd
Apollo Iron Ore Pty Ltd
Apollo Iron Ore No 2
Pty Ltd
Apollo Iron Ore No 3
Pty Ltd
Earea Dam Mining Pty
Ltd
Endeavour Copper Pty
Ltd
Southern Exploration
Cradle Resources
Limited
Papillon Resources
Limited
Berkeley Exploration
Ltd
Berkeley Minera
Espana S.L.
Berkeley Exploration
España S.L.U.
Papillon Exploration
(Australia) Pty Ltd
Papillon Mining
(Australia) Pty Ltd
Papillon Exploration
(UK) Ltd
Papillon Mining (UK)
Ltd

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	Name Position Current directorships, or partnerships Past directorships or partnerships
	Pty Ltd ILHA Grande Pty Ltd Tiradentes Pty Ltd Ouro Preto Pty Ltd Piedmont Lithium Limited Nigel Jones Non-Executive Director Redbeck Partners Ltd Avalite Resources Limited Rio Tinto Shipping Pty Ltd Rio Tinto Medical Plan Trustees Ltd Adam Parker Non-Executive Director - - Deepankar Panigrahi Non-Executive Director Central Spine, Inc -

9.10	The business address of Messrs Middlemas and Behets is Level 9, BGC Centre, 28 The
	Esplanade, Perth WA 6000.

9.11	The business address of Messrs Atherley, Jones and Parker is Unit 1B, 38 Jermyn Street, London,
	SW1Y 6DN, United Kingdom.

9.12 The business address Mr Panigrahi is Beach One Building - Level 5, Shati Al Qurum, P.O. Box 188, Muscat P.C 100, Oman.

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9.13
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9.13 As at the date of this Prospectus, none of the Directors has at any time within the last five years:
had any convictions (whether spent or unspent) in relation to offences involving fraud or dishonesty;
been the subject of any official public incrimination and/or sanctions by statutory or regulatory authorities (including designated professional bodies) or been disqualified by a court from acting as a director of a company or from acting in the management or conduct of the affairs of any company;
been a director or senior manager of a company which has been put into receivership, compulsory liquidation, administration, company voluntary arrangement or any composition or arrangement with its creditors generally or any class of its creditors; or
been the subject of any bankruptcy or been subject to an individual voluntary arrangement or a bankruptcy restrictions order.
9.14 Other than the proposed arrangement with SGRF described in Sections 9.15 to 9.18 below, there are no arrangements or understandings with major shareholders, customers, suppliers or others, pursuant to which any Director was selected.
9.15 Pursuant to the Investment Agreement SGRF, has the right to nominate (subject to the nominee being suitably qualified to serve as a Director as required by applicable laws) SGRF Nominee Director if it satisfies the 10% Threshold.
9.16 Subject to SGRF continuing to satisfy the 10% Threshold, if any SGRF Nominee Director ceases to hold office for any reason, SGRF is entitled to nominate a replacement person to act as the SGRF Nominee Director. If SGRF satisfies the 10% Threshold, SGRF shall also be entitled to appoint one observer to the Board.
9.17 If the total number of Board members is equal to eight or more Directors, including the SGRF Nominee Director, SGRF will have the right to appoint a second SGRF Nominee Director on the same terms as above.
9.18 The Company will pay any SGRF Nominee Director such fees as are determined by the

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Company’s Remuneration and Nomination Committee.

Please refer to Section 14.1 of this Part 6 for more details of SGRF’s right to nominate directors to the Board.

9.19 There are no restrictions agreed by any Director on the disposal within a certain period of time of their holdings in the Company’s securities. Save as disclosed, there are no outstanding loans or guarantees provided by any member of the Group for the benefit of any of the Directors nor are there any loans or any guarantees provided by any of the Directors for any member of the Group.
9.20 Save for the agreement between the Company and Selection Capital Limited in relation to Mr Atherley (as described in Section 10.1.3 of this Part 6), or the agreement between the Company and Ouro Ouro Pty Ltd in relation to Mr Behets, the Board does not presently consider there to be any potential conflicts of interests between any of the Directors’ duties to the Company or the Group and their private interests and/or other duties.

10 DIRECTORS’ REMUNERATION AND SERVICE AGREEMENTS

In the financial year ended 30 June 2017, the aggregate remuneration (including any contingent or deferred consideration, pension fund contributions and benefits in kind) of the Directors was A$ 967,411.

There are no amounts set aside or accrued by the Company to provide pension, retirement or similar benefits.

10.1 Directors

10.1.1 The remuneration and consulting fees accruing to each of the Directors for the year ending 30 June 2017 was as follows. Certain Directors also received option based payments during the year, which are disclosed in Section 9.1 of this Part 6.

	Short-term benefits
	Salary & Consulting fees Cash Incentive Payments Post-employment benefits Total (A$) (A$) (A$) (A$)


Directors	45,600 - 4,332 49,932 459,754 422,852 - 882,606 27,398 - 2,603 30,001 3,115 - - 3,115 1,757 - - 1,757 - - - -
Ian Middlemas
Paul Atherley
Robert Behets
Nigel Jones*
Adam Parker*
Deepankar Panigrahi

*Mr Jones and Mr Parker were appointed as directors effective 7 June 2017 and 14 June 2017 respectively.

10.1.2 Mr Atherley has signed an appointment letter with an effective appointment date of 1 January 2018, under the terms of which he agrees to serve as the Managing Director and CEO of the Company. Mr Atherley’s appointment letter is terminable, pursuant to the Company’s Constitution, by either party giving notice in writing. Mr Atherley receives a fixed fee of £25,000 per annum pursuant to this appointment letter.
10.1.3 Selection Capital Limited, a company of which Mr. Atherley is a director and shareholder, has a consulting agreement with the Company to provide project management and capital raising services related to the Salamanca Project.

The contract with Selection Capital Limited commenced effectively from 1 January 2018. Under

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this agreement, Selection Capital Limited is paid a fixed fee of £250,000 per annum and an annual incentive payment of up to £250,000 payable upon the successful completion of key performance indicators milestones as determined by the Board. In addition, Selection Capital Limited will be entitled to receive a payment incentive of £275,000 in the event of a change of control clause being triggered with the Company, subject to the payment in compliance with the Australian Corporations Act 2001. The consulting contract may be terminated by either Selection Capital Limited or the Company by giving three months’ notice. No amount is payable to Selection Capital Limited in the event of termination of the contract arising from negligence or incompetence in regard to the performance of services specified in the contract. The Board considers that this contract with Selection Capital Limited may give rise to a conflict of interest between Mr Atherley’s private interests as a director and shareholder of Selection Capital Limited and his duties as a director of the Company. Accordingly, Mr Atherley will excuse himself from any board discussions where the arrangements between the Company and Selection Capital Limited are to be considered.

10.1.4 Mr Behets, Non-Executive Director, has a letter of appointment dated 29 June 2015 confirming the terms and conditions of his appointment. Effective 1 July 2015, Mr Behets has received a fee of $45,000 per annum inclusive of superannuation. Mr Behets also has a services agreement with the Company dated 18 June 2012, which provides for a consultancy fee at the rate of $1,200 per day for management and technical services provided by Mr Behets. Either party may terminate the agreement without penalty or payment by giving two months’ notice. Mr Behets sits on the Company's Remuneration and Nomination Committee.
10.1.5 Mr Jones, Non-Executive Director, has a letter of appointment with the Company dated 5 June 2017 confirming the terms and conditions of his appointment. Mr Jones’s appointment letter is terminable, pursuant to the Company’s Constitution, by either party giving notice in writing. Effective from his appointment date, Mr Jones has received a fee of $45,000 per annum. Mr Jones sits on the Company's Remuneration and Nomination Committee.
10.1.6 Mr Parker, Non-Executive Director, has a letter of appointment with the Company dated 5 June 2017 confirming the terms and conditions of his appointment. Mr Parker's appointment letter is terminable, pursuant to the Company’s Constitution, by either party giving notice in writing. Effective from 28 August 2017, Mr Parker receives a fee of $45,000 per annum for his Board duties and $15,000 for chairing the Remuneration and Nomination Committee.
10.1.7 Mr Panighrahi, Non-Executive Director, has a letter of appointment with the Company dated 30 November 2017 confirming the terms and conditions of his appointment. Mr Panighrahi's appointment letter is terminable, pursuant to the Company’s Constitution, by either party giving notice in writing. Effective from his appointment date, Mr Panigrahi has received a fee of $45,000 per annum.
10.1.8 Save as disclosed in this Section 10.1 of Part 6, none of the directors' terms of appointment provide for any benefits upon termination of employment.
10.2 Non-Executive Directors
10.2.1 The Board policy is to remunerate Non-Executive Directors at market rates for comparable companies for time, commitment and responsibilities. Given the current size, nature and risks of the Company, incentive options have been used to attract and retain Non-Executive Directors. The Board determines payments to the Non-Executive Directors and reviews their remuneration annually, based on market practice, duties and accountability. Independent external advice is sought when required.
10.2.2 The maximum aggregate amount of fees that can be paid to Non-Executive Directors is subject to approval by shareholders at a General Meeting. The maximum aggregate amount that may be paid to Non-Executive Directors is $350,000 during the financial year, as approved by shareholders at a Meeting of Shareholders held on 6 May 2009. Director’s fees paid to Non-

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Executive Directors accrue on a daily basis. Fees for Non-Executive Directors are not directly linked to the performance of the economic entity. However, to align Directors’ interests with shareholder interests, the Directors are encouraged to hold shares in the Company. Given the size, nature and opportunities of the Company, Non-Executive Directors may receive options or Performance Rights in order to secure and retain their services.

10.2.3 Fees for the Chairman were set at $50,000 per annum (2016: $50,000) (including postemployment benefits).
10.2.4 Fees for Non-Executive Directors’ were set at $30,000 per annum (2016: $30,000) (including post-employment benefits). These fees cover main board activities only. Non-Executive Directors may receive additional remuneration for other services provided to the Company, including but not limited to, membership of committees. For the 2018 financial year, NonExecutive Directors’ will receive a fee of $45,000 per annum (including post-employment benefits).

11 THE COMPANY AND ITS SUBSIDIARIES

11.1 Organisational Structure

The organisational structure of the Company and its subsidiaries is as set out below:

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11.2
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11.2 The Company is the holding company of the Group and has the following principal subsidiaries:

	Subsidiary Name Country of registration or incorporation Principal activity Equity Interest (%)
	Berkeley Exploration Ltd England and Wales Holding Company 100 Berkeley Minera España S.L. Spain Mineral development 100 Berkeley Exploration España S.L.U. Spain Mineral exploration 100

All of the above companies are directly or indirectly wholly-owned by the Company and have their registered office at Level 9, BGC Centre, 28 The Esplanade, Perth Western Australia 6000 except for Berkeley Exploration Ltd which have a registered office of 3rd floor Citygate, St. James Boulevard, Newcastle upon Tyne, Tyne and Wear, England, NE1 4JE and Berkeley Minera Espana S.L.U. and Berkeley Exploration España S.L.U. which has a registered office of Carretera SA-332, KM 30, 37495, Retortillo, Salamanca, Spain.

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12 TAKEOVER REGIMES

12.1 The City Code, the Australian Corporations Act 2001, the Australian Foreign Acquisitions and Takeovers Act and the Spanish takeover regime and United Kingdom

The Company is incorporated in, has its registered office and is resident in Australia, and has its place of central management outside of the United Kingdom, the Channel Islands or the Isle of Man. Accordingly, transactions involving the Ordinary Shares will not be subject to the provisions of the City Code which regulates takeovers in the UK. However, Chapter 6 of the Australian Corporations Act 2001 contains provisions that are similar or analogous to certain provisions of the City Code.

Upon Admission, the Company will be subject to the provisions of Chapter 5 of the Disclosure and Transparency Rules.

12.2 Australia

The takeover provisions of the Australian Corporations Act 2001 apply to dealings in the Ordinary Shares and other securities. Subject to certain exceptions, the Australian Corporations Act 2001 prohibits the acquisition of a relevant interest in the voting shares of an Australian company that is either listed on a prescribed stock exchange (including ASX) or has more than 50 shareholders if, as a result of the acquisition, the voting power of the acquirer (or any other person) would increase from 20% or below to more than 20%. Similarly, such an acquisition is forbidden if any person who already has more than 20% but less than 90% of the voting power increases their voting power in the target company. However, it is not mandatory for a person who exceeds these thresholds to make a takeover bid for all the Ordinary Shares.

A person has a relevant interest in a share if they have the power to control disposal of that share or to control the exercise of the right to vote in respect of that share. A person also has a relevant interest in any share held by a body corporate or managed investment scheme they control or in which they have voting power above 20% These concepts are broad and, for example, a person can have a relevant interest and voting power in a share as a result of an agreement to purchase the share (even a conditional agreement) or a call option to acquire the share.

There are several exceptions which allow acquisitions which would otherwise be prohibited from taking place. These exceptions include acquisitions (provided certain requirements are met):

(a) under a formal takeover offer in which all shareholders can participate;
(b) with the approval of a majority of shareholders who are not parties to the transaction, given at a general meeting of the company;
(c) in 3% increments every six months (provided that the acquirer has had voting power of at least 19% in the company at all times during the six months prior to the acquisition);
(d) pro rata offers of new shares in which all shareholders can participate; or
(e) by an underwriter or sub-underwriter to offers of securities in the company in certain circumstances.

There has never been any official public takeover bids in respect of the Company’s shares.

The Australian Foreign Acquisitions and Takeovers Act generally prohibits a “foreign person” (generally, any person or entity that is not an Australian resident but including any Australian company in which a “foreign person” has voting power of at least 20% or two or more “foreign persons” hold an aggregate interest of at least 40%), together with its associates, from either directly or indirectly acquiring an interest in 20% or more of the issued shares, or controlling 20% or more of the voting power, of an Australian business valued at more than A$261 million (or increasing its interest above that level), without first giving notice to the Australian Treasurer through the Foreign Investment Review Board, and complying with certain other

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requirements, and either the Australian Treasurer having stated that there is no objection to the acquisition or a statutory period has expired without the Australian Treasurer objecting. Lower thresholds and more stringent requirements apply where the person acquiring the interest is considered a foreign government investor, or where the investor is acquiring an interest in Australian land.

The Australian Foreign Acquisitions and Takeovers Act also applies to any acquisition by a “foreign person” where two or more “foreign persons” (together with their associates), even if unrelated to each other, in aggregate hold or control, or as a result of the acquisition would hold or control, 40% or more of the issued shares or voting power in an Australian company. While a prior notification obligation generally does not arise in respect of such an acquisition (provided that the 20% threshold described above is not exceeded as a result of the acquisition), the Australian Treasurer may, if he considers that the acquisition is contrary to Australia’s national interest, make orders, including to require the acquirer to divest its shares in the company. It is possible, but not obligatory, to make a voluntary notification to the Australian Treasurer of an acquisition of shares where this 40% threshold is exceeded that will compel consideration of the proposed acquisition. If such a notification is made in the prescribed manner, and no objection is taken by the Australian Treasurer within prescribed time periods, then the Australian Treasurer will not be empowered to make a divestiture or other order in relation to the relevant acquisition.

The Australian Government has also published additional policies relating to foreign investment, including a policy requiring notification to the Foreign Investment Review Board of any proposed direct investment by a foreign government or its agency (including sovereign wealth funds and state owned enterprises), or by a company in which a such an entity has an interest in 20% or more of the issued shares or voting power.

12.3 Scheme of Arrangement

In addition to takeover bids, the other main method of acquiring all of the voting shares of an Australian listed company is a scheme of arrangement. A scheme of arrangement is a statutory procedure under the Australian Corporations Act 2001 that allows a company to reorganise its capital structure to give effect to a proposal, such as transferring all of the voting shares in a company to a bidder.

Unlike a takeover bid, a scheme of arrangement is a legal process involving the target company and its shareholders consenting to a proposal that will bind all shareholders. For a scheme of arrangement to bind all shareholders, the following majority approvals must be obtained from shareholders:

(a) head count test – a simple majority in number (more than 50%) of the shareholders who vote; and
(b) voted shares test – at least 75% of the total number of votes cast.

The scheme of arrangement must also be approved by an Australian court, having regard to whether the majority approvals for shareholders have been achieved.

The advantage of a scheme of arrangement compared to a takeover bid is that a change of control of the company can be effected by achieving the above majority approvals, which does not require the unanimous agreement of all shareholders.

Unlike a takeover bid, the bidder has a limited role in a scheme of arrangement as the process is controlled by the target company whose co-operation is required to put forward the bidder's proposal before a meeting of the target company's shareholders. The co-operation of the target company means that it would be difficult for a bidder to effect a change of control by a hostile scheme of arrangement. For these reasons, the bidder's role in a scheme of arrangement is generally confined to:

(a) making the proposal to acquire all the shares in the target company by scheme of arrangement;
(b) negotiating and entering into a scheme implementation agreement setting out the obligations of the target and bidder to co-operate to give effect to implementation of the scheme of arrangement; and
(c) providing input into the target company's explanatory statement to shareholders which explains why the target company is proposing the scheme of arrangement.

Once the terms of the scheme implementation are agreed, the target will then draft a notice of meeting to

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shareholders, commonly referred to as a scheme booklet, explaining the terms of the proposed scheme of arrangement and containing all information shareholders require when deciding whether to approve the scheme of arrangement. The Scheme Booklet is then lodged with the Australian corporate regulator, ASIC, for review.

Following ASIC's review of the scheme booklet, the target will apply to an Australian court for an order to convene a meeting of its shareholders to consider and vote on the proposed scheme of arrangement. After the approval of an Australian court is received, the Scheme Booklet is despatched to the target company's shareholders and a shareholders meeting convened to consider the proposed scheme of arrangement.

If the target company's shareholders approve the scheme of arrangement at the meeting, the target company will then notify ASIC and apply for a second hearing before an Australian Court seeking approval of the scheme of arrangement. The Australian Court then has the discretion to either approve or decline the scheme of arrangement, but will not substitute its assessment of the merits of the scheme of arrangement for that of the majority shareholders who voted in favour of it. Shareholders of the target company may appear at the second hearing and petition the Australian Court to not approve the proposed scheme of arrangement if they believe prejudices their interests or that it has not met legal requirements. ASIC may also appear at the second hearing if it objects to the proposed scheme.

Once the scheme of arrangement is approved by the Australian Court, it becomes legally binding on all shareholders of the target company, including those who voted against the scheme or omitted to vote as soon as the Court's order is lodged with ASIC. Following which, the scheme will be implemented according to its terms.

12.4 Squeeze out

The Australian Corporations Act 2001 provides that a person who has made a takeover bid which results in, at the end of the offer period, that person (and its associates) having a relevant interest in at least 90% of the issued shares and having acquired 75% (by number) of the shares that the person offered to acquire under the bid, may compulsorily acquire any remaining shares it does not hold at the same price offered under the bid, within one month after the end of the offer period. In addition, and even if a takeover bid has not been made, a person who otherwise lawfully acquires a relevant interest in at least 90% of the issued shares is able to acquire the remaining shares for fair value (as determined by an independent expert).

12.5 Sell out

The Australian Corporations Act 2001 permits a minority shareholder to require an offeror to acquire its shares if the offeror has a relevant interest in at least 90% (by number) of the issued shares that the person offered to acquire under the bid.

12.6 Spanish Takeover Act

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13 NOTIFICATIONS OF SHAREHOLDINGS

United Kingdom

The provisions of DTR 5 will apply to the Company and its Shareholders once its shares are admitted to the Official List. DTR 5 sets out the notification requirements for Shareholders and the Company where the voting rights of a Shareholder exceed, reach or fall below the thresholds of 5%, 10%, 15%, 20%, 25%, 30%, 50% and 75%.

DTR 5 provides that disclosure by a Shareholder to the Company must be made within four trading days of the event giving rise to the notification requirement and the Company must release details to a regulatory information service as soon as possible following receipt of a notification and by no later than the end of the trading day following such receipt.

Australia

Whilst the Company remains listed on ASX, the Australian Corporations Act 2001 requires Shareholders to notify the Company and ASX if they acquire voting power in 5% or more of the issued share capital of the Company, of any changes of 1% or more in their holding while they have a voting power of 5% or more, and if they cease to have voting power of 5% or more.

Spain

As long as the Company and its Shareholders comply with the UK and Australian disclosure requirements referred to above, there will be no further obligations on the Shareholders to notify their shareholdings under Spanish law. However, if the information regarding the fact that a Shareholder has exceeded, reached or fallen below a threshold is considered price sensitive, it shall be disclosed in Spain through a relevant fact (“ hecho relevante ”).

14 MATERIAL CONTRACTS

In addition to the Mining Licences summarised in section 3.1.6 of Part 1 of this document, the following are the Group's material contracts.

14.1 SGRF Investment Agreement

14.1.1 General

On the 30 November 2017 following shareholder approval, the Company issued the Convertible Note with a principal amount of US$65 million to SGRF. The principal amount is only repayable upon an Event of Default occurring.

No interest is payable on the Convertible Note.

In addition to the Convertible Note, the Company issues to SGRF 50,443,124 SGRF Options. The terms and conditions of the SGRF Options are set out above in Section 8 of this Part 6.

14.1.2 SGRF Nominee Directors

SGRF has the right to nominate (subject to the nominee being suitably qualified to serve as a Director as required by applicable laws) the SGRF Nominee Director if it holds the 10% Threshold.

Subject to SGRF continuing to satisfy the 10% Threshold, if any SGRF Nominee Director ceases to hold office for any reason, SGRF is entitled to nominate a replacement person to act as the SGRF Nominee Director. If SGRF satisfies the 10% Threshold, SGRF shall also be entitled to appoint one observer to the Board.

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The Company will pay any SGRF Nominee Director such fees as are determined by the Company’s Remuneration and Nomination Committee.

The Company must also not employ or promote internally any new executive level employee without the prior written consent of SGRF, with such consent not to be unreasonably withheld.

14.1.3 Right to Match in Relation to offtake agreements

Subject to compliance with applicable law (including the ASX Listing Rules and AIM Rules), the Company will grant SGRF the right to purchase product from the Company under an Offtake Agreement at the same price and up to the same volume as any bone fide customer of the Company who concludes an Offtake Agreement with the Company (“ Right to Match ”).

The Right to Match only applies while SGRF satisfies the 10% Threshold, and will cease to exist if a change of control transaction occurs. In addition, the Right to Match is subject to an annual cap (on a rolling 12 month basis) on the volume of product the Company is required to supply to SGRF under all offtake agreements, which shall not exceed the greater of:

(i) one million pounds of product; and
(ii) 20% of annual production (on a rolling 12 month basis) of product.

14.1.4 Other terms

The Investment Agreement also contains a number of terms and conditions (including information rights for SGRF), indemnities, representations and warranties from SGRF and the Company. These are in a form which are considered standard for an investment agreement relating to a convertible note and the Company’s liability for warranty claims is subject to an aggregate cap of US$65 million.

14.2 Overview of the SGRF Convertible Note

14.2.1 General

The Convertible Note is only repayable upon an Event of Default occurring and no interest is payable on the Convertible Note.

14.2.2 SGRF Conversion Rights

Provided that principal amount has not been repaid by the Company and the Company has not exercised the Company Conversion Right, SGRF has the right, at any time, subject to compliance with the Australian Corporations Act 2001, to convert all or part of the outstanding principal amount into Shares at the Conversion Price (“ SGRF Conversion Right ”).

14.2.3 Company Conversion Rights

At any time following Technical Completion and provided:

(i) there is no Event of Default existing; and
(ii) SGRF has not exercised the SGRF Conversion Right in respect of the full principal amount,

the Company may, subject to compliance with the Corporations Act, convert all or part of the principal amount into Shares at the Conversion Price.

14.2.4 Conversion Rights of the Company and SGRF in Relation to Takeover Bids and Schemes of Arrangement

Provided that:

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(a) there is no Event of Default existing; and
(b) SGRF has not exercised the SGRF Conversion Right in respect of the full principal amount,

either SGRF or the Company may convert all of the principal amount into Shares at the Conversion Price if:

(a) a takeover bid for the Company is announced, opened and becomes unconditional (in accordance with the procedure of the Corporations Act), and pursuant to such takeover bid, the bidder acquires a relevant interest in at least 50% of the Shares on issue (including Shares which have been issued on conversion of the Convertible Note up to that time); or
(b) the relevant Australian court has granted approval at the second court hearing for the implementation of a merger by way of Scheme of Arrangement, provided SGRF is provided with the opportunity and right by at least 12 business days written notice to convert all or part of the Convertible Note, and vote its Shares in the meeting of Shareholders to approve the Scheme of Arrangement.

14.2.5 Conversion Price

The Convertible Note is convertible into Shares at the higher of:

(a) the Floor Price; and
(b) the lower of:
(A) the Deal Price; and
(B) the issue price per Share under any subsequent capital raising.

14.2.6 Automatic Conversion

14.2.7 New issues and adjustment of Conversion Price

The Convertible Note does not provide SGRF with any right to participate in any new issues of securities.

If the Company reorganises its capital structure, such as by subdividing or consolidating the number of Shares, conducts a pro rata offer to existing Shareholders or distributes assets or securities to Shareholders then the Conversion Price of the Convertible Note will be adjusted in accordance with the Listing Rules and so that the number of Shares received by SGRF on conversion of the Convertible Note is the same as if the Convertible Note were converted prior to the relevant event.

14.2.8 Events of Default

Each of the following events is an "Event of Default" in relation to the Convertible Note:

(a) Any representation or warranty made by the Company to SGRF in connection with the Investment Agreement and Note Terms and Conditions is false or misleading in a material respect, and if such breach is capable of remedy, it is not remedied within 20 Business Days.
(b) The Company fails to perform, observe or comply with any of the following covenants, and if such breach of covenant is capable of remedy, it is not remedied within 20 Business Days:

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(A) comply with its continuous disclosure obligations;
(B) maintain its listing on at least one Recognised Stock Exchange (as defined in the Convertible Note);
(C) ensure that all Ordinary Shares issued pursuant to the Convertible Notes are duly and validly issued and are free from all encumbrances and pre-emptive rights;
(D) ensure that it remains duly incorporated under the Corporations Act, up to date with all material filings, in good standing under the Corporations Act, and retains all corporate power and authority to carry on its business and carry out its obligations under the Investment Agreement and Note Terms and Conditions;
(E) comply with its obligations to convert the Convertible Note in accordance with the Note Terms and Conditions;
(F) an Insolvency Event occurs in relation to the Company or BME;
(G) the Company ceases to carry on business;
(H) the Company ceases to maintain the listing and trading of Shares on at least one Recognised Stock Exchange (as defined in the Convertible Note);
(I) the Company (or any subsidiary) enters into an agreement for the sale of the majority of the issued capital of BME or any other material subsidiary, or all or substantially all of the assets of BME or any other material subsidiary, and such agreement is completed in accordance with its terms; and
(J) the Company otherwise ceases to own the majority of the issued capital of BME or any other material subsidiary, or BME or any other material subsidiary ceases to own all or a material part of its assets.

The occurrence of an Event of Default entitles SGRF to declare the principal amount of the Convertible Note immediately due and payable and exercise any other rights or remedies (including bringing proceedings) against the Company.

14.2.9 Assignment of Convertible Note

Other than an assignment by SGRF to another member of the SGRF Group, the Convertible Note may not be assigned or transferred without the prior written consent of the Company. Further, the Convertible Note may not be assigned or transferred if an exercise of a conversion right at the time of completion of such assignment or transfer would result in a breach of section 606 of the Corporations Act.

Assignment of the Convertible Note, other than by SGRF to another member of the SGRF Group, will not result in the assignment of rights and obligations under the Investment Agreement, including the rights described above in Sections 14.1.2 and 14.1.3 of this Part 6.

14.3 RCFLP Minerals Royalty Deed

On 30 June 2016, the Company entered into a minerals royalty deed ( “RCFLP Deed ”) with RCF V Annex Fund L.P. ( “RCFLP” ) whereby the Group agreed to sell an upfront 0.375% fully secured net smelter royalty to RCFLP for future uranium extracted at the Salamanca Project in consideration for RCFLP providing the Company with US$5 million.

Key terms of the RCFLP Deed have been provided below:

Cash Investment: US$5 million to the Company in return for the sale of a 0.375% fully secured net smelter royalty over future revenues from the Salamanca Project.

Net Smelter Royalty: The royalty will be calculated based on 0.375% of revenue received by the Company

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from uranium ore sold, less permitted deductions. Any sales of uranium ore made other than on arm's length terms, will be deemed to have been made on arm's length terms at a deemed sales price.

Royalty Payments : The Company will pay the 0.375% net smelter royalty within 60 days of the end of each quarter.

Security: The Company has provided a mortgage and other forms of security including pledges and liens where applicable to RCFLP over its interests in the project tenements.

Transfer of Interests: The Company may not sell, assign, transfer or dispose of part or all of the Salamanca Project tenements unless the incoming party executes a deed of covenant agreeing to comply with the terms of the royalty, including the provision of security over the project tenements and a guarantee and indemnity from its holding company.

Project financiers: The terms of the royalty do not restrict the Company’s ability to incur debt or grant additional royalties, including the ability for the Company to grant prior ranking security in favour of third party financiers of the Salamanca Project, subject to appropriate intercreditor arrangements recognising the royalty payable to RCFLP.

First Right of Refusal: The Company has a first right of refusal to purchase the royalty if RCFLP proposes to sell or transfer the royalty, other than a transfer to a related entity of RCFLP.

Undertakings : The Company has provided RCFLP with various undertakings in respect of the Salamanca Project including maintaining the project tenements in good standing and in compliance with applicable laws, not commingling uranium ore from the project tenements with other products, keeping royalty records and notifying RCFLP of any intention to relinquish the tenements to enable RCFLP to acquire those tenements, to the extent permitted.

RCFLP Information Rights: The Company agrees to provide RCFLP with rights to information such as financial statements, information relating to mining operations, the right to inspect the books and records of the Company relating to the Salamanca Project tenements and royalty and the right to conduct technical audits of the Salamanca Project.

Events of Default: The events of default include non-payment by the Company of the royalty which is not remedied, the Company failing to comply with the material terms of the RCFLP Deed and an insolvency event occurring in relation to the Group. An event of default entitles RCFLP to enforce its security over the project tenements.

Guarantee : Berkeley Energia and Berkeley Exploration have agreed in accordance with the RCFLP Deed to guarantee BME’s obligations under the Royalty Deed.

14.4 Founding Shareholders Royalty Agreement

On the 22 December 2009, the Company entered into a royalty agreement (” Royalty Agreement” ) with a number of individual founders and vendors of MRA (“ Founding Shareholders ”) for a 1% net smelter royalty on all of the Company’s future uranium production in Spain and Portugal, including potentially nonGroup properties.

Key terms of the Royalty Agreement have been provided below:

Net Smelter Royalty: The royalty will be calculated based on 1% of revenue received by the Company from uranium ore sold, less permitted deductions.

Royalty Payments: The Company will pay the 1% net smelter royalty within 45 days of the end of each quarter.

Information Rights: Within 60 days following the end of each calendar year, the Company will provide the Founding Shareholders with an annual report of mining activities and operations with respect to the rights, present and future of the Company to mine, to extract or otherwise recover uranium in Spain and Portugal ( “Operations” ), during the preceding calendar year. The Founding Shareholders, upon written notice to

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the Company, shall have the right to inspect and have an independent accounting firm audit all the books, and technical data pertaining to the Operations and/or the calculation of the net smelter royalty, within 12 months after receipt of the net smelter royalty calculations.

Transfer of Interests: The Company may not sell, assign, transfer or dispose of part or all of the Operations unless the Company notifies the Founding Shareholders in writing of the identity of the proposed assignee or transferee and that incoming party agrees to be bound by the Royalty Agreement executes a deed of assignment agreeing to comply with the terms of the royalty, including the provision of security over the Salamanca Project tenements and a guarantee and indemnity from its holding company.

Nature of Interests: Pursuant to the Royalty Agreement, the net smelter royalty creates a direct interest in the Operations and the uranium produced and real properties from the Operations in favour of the Founding Shareholders and shall be attached to any amendments, adjustments renewal, amendment or modification of the Operations and the uranium produced and real properties from the Operations. The Founding Shareholders have the right to register or record notice of the Royalty Agreement and the net smelter royalty against title to real properties or elsewhere at the Operations.

14.5 Anglo Pacific Deed of Assignment

On the 22 December 2009, Anglo Pacific Group PLC, the Founding Shareholders and the Company entered into a deed of assignment whereby, inter alia, Anglo Pacific Group PLC agreed to be bound by the terms of the Royalty Agreement and assume all duty and obligation of the Founding Shareholders under the Royalty Agreement.

14.6 ENUSA Agreement

On 17 July 2012, the Company reached an agreement with ENUSA on terms which provided the Company with a 100% interest in select uranium resources within state reserves held by ENUSA.

Under the agreement, Berkeley now holds a 100% interest in, and the exploitation rights to the Addendum Reserves whilst waiving its rights to mine in state reserves where ENUSA had previously undertaken rehabilitation.

The Addendum Reserves include the Alameda deposit and additional prospects. Other key terms of the agreement include the following:

Exploitation Rights : ENUSA will remain the owner of State Reserves 28 and 29, however the exploitation rights have been assigned to Berkeley, together with authority to submit all applications for the permitting process.

Exclusivity : The Company is now the sole and exclusive operator in the Addendum Reserves, with the right to exploit the contained uranium resources and has full ownership of any uranium produced;.

Net sale value royalty: ENUSA will receive a production fee equivalent to 2.5% of the net sale value (after marketing and transport costs) of any uranium produced within the Addendum Reserves. The nest sale value royalty is understood to be the value of sale effectively paid for uranium or uranium concentrates produced, minus the cost of marketing and transport to market of that uranium or uranium concentrates. The net sale value royalty is to be paid within 30 days of a quarter end provided the Company has made uranium sales in the previous 3 consecutive quarters.

Information Rights: ENUSA may at any reasonable time inspect the Company’s relevant accounting records – and even perform a complete audit – with the aim of verifying the correct payment of the fees calculated over the value of net sales value royalty. Furthermore, whenever it is required to do so by ENUSA, the Company shall deliver to ENUSA or its duly authorised representatives all reasonable and appropriate information related to the payment of the net sale value royalty.

Guarantee : Berkeley Energia has agreed in accordance with the ENUSA agreement to guarantee BME’s obligations under ENUSA agreement.

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14.7 Offtake Agreement with Curzon Resources Limited

On 28 November 2016, the Company announced that it had entered into a binding offtake agreement with Curzon, formerly known as Interalloys, for a total of two million pounds of U3O8 over a five-year period from the Salamanca Project, with scope to increase sales to a total of three million pounds.

Other material terms of the offtake agreement include the following:

50% volume of U3O8 sold at fixed prices and 50% volume of U3O8 sold at spot pricing, subject to floors and ceilings. The floors and ceilings have been set at +US$9 and -US$9 either side of the fixed price in a given year;
The average fixed price of U3O8 over the life of the agreement is US$40 per pound;
The average fixed price of U3O8 including the additional two years of optional purchases by Curzon is US$43.78 per pound;
The average price of all U3O8 to be sold under fixed and spot pricing (using the average of the floors and ceilings) including the additional two years of optional purchases by Curzon is US$42.43 per pound;
Year 1 of delivery of U3O8 is the later of 2019 or the first year that the Salamanca Project commences production;
Both the Company and Curzon are entitled to delay the first purchase of U3O8 on two (2) occasions for a period of 12 months, allowing for any potential delays in the Salamanca Project;
If production has not commenced by 1 July 2023 then either party may terminate the agreement;
The Company must first fulfil its supply commitments under the Curzon agreement before fulfilling other supply commitments, in recognition of the fact that this is agreement is the first contract into which the Company has entered into with respect to future sales of U3O8 from the Salamanca project;
Curzon has the right to purchase up to an additional 100,000 pounds of U3O8 per annum each year at the fixed price for that year; and
Curzon has the right to extend the term of the agreement by two years by purchasing 400,000 pounds of U3O8 at a fixed price of US$48 per pound in Year six and 400,000 pounds of U3O8 at a fixed price of US$49 per pound in year seven.

14.8 Depositary Interest Deed Poll

Prospective subscribers for and purchasers of the Ordinary Shares are referred to the Deed Poll available for inspection at the offices of the Depositary or by written request to the Depositary (subject to a reasonable copying charge). In summary, the Deed Poll contains, amongst other things, provisions to the following effect which are binding on holders of Depositary Interests.

The Depositary will hold (itself or through its nominated Custodian), as bare trustee, the Ordinary Shares issued by the Company and all and any rights and other securities, property and cash attributable to the Ordinary Shares and pertaining to the Depositary Interests for the benefit of the holders of the relevant Depositary Interests.

Holders of the Depositary Interests warrant, among other things, that the securities in the Company transferred or issued to the Custodian on behalf of the Depositary and for the account of the holders of Depositary Interests are free and clear of all liens, charges, encumbrances or thirdparty interests and that such transfers or issues are not in contravention of the Company's Articles nor any contractual obligation, law or regulation. The holder of Depositary Interests indemnifies the Depositary for any losses it incurs as a result of breach of this warranty.

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The Depositary and the Custodian must pass on to Depositary Interest holders and exercise on behalf of Depositary Interest holders all rights and entitlements received or to which they are entitled in respect of the Ordinary Shares which are capable of being passed on or exercised. Rights and entitlements to cash distributions, to information to make choices and elections and to attend and vote at meetings shall, subject to the Deed Poll, be passed on to the holders of Depositary Interests upon being received by the Custodian and in the form in which they are received by the Custodian together with any amendments and additional documentation necessary to effect such passing on.

The Depositary shall re-allocate any Ordinary Shares or distributions which are allocated to the Custodian and which arise automatically out of any right or entitlement of Ordinary Shares already held by the Custodian to holders of Depositary Interests pro rata to the Ordinary Shares held for their respective accounts provided that the Depositary shall not be required to account for any fractional entitlements arising from such re-allocation and shall donate the aggregate fractional entitlements to charity.

The Deed Poll contains provisions excluding and limiting the Depositary's liability. For example, the Depositary shall not be liable to any holder of Depositary Interests or to any other person for liabilities in connection with the performance or non-performance of its obligations under the Deed Poll or otherwise, except to the extent that any losses result from its own negligence or wilful default or fraud. Furthermore, except in the case of personal injury or death, the Depositary's liability to a holder of Depositary Interests will be limited to the lesser of:

(a) the value of the Ordinary Shares and other deposited property properly attributable the Depositary Interests to which the liability relates; and
(b) that proportion of £5 million which corresponds to the portion which the amount the Depositary would otherwise be liable to pay to the Depositary Interest holder bears to the aggregate of the amounts the Depositary would otherwise be liable to pay to all such holders in respect of the same act, omission or event which gave rise to such liability or, if there are no such amounts, £5 million.

The Depositary is not liable for any losses attributable to or resulting from the Company's negligence or wilful default or fraud or that of the CREST operator.

The Depositary is entitled to charge holders of Depositary Interest fees and expenses for the provision of its services under the Deed Poll.

Each holder of Depositary Interests is liable to indemnify the Depositary and any Custodian (and their agents, officers and employees) against all liabilities arising from or incurred in connection with, or arising from any act related to, the Deed Poll so far as they relate to the property held for the account of Depositary Interests held by that holder, other than those resulting from the wilful default, negligence or fraud of the Depositary, or the Custodian or any agent, if such Custodian or agent is a member of the Depositary's group, or, if not being a member of the same group, the Depositary shall have failed to exercise reasonable care in the appointment and continued use and supervision of such Custodian or agent.

The Depositary may compulsorily withdraw the Depositary Interests (and the holders of Depositary Interests shall be deemed to have requested their cancellation) if certain events occur. These events include, amongst other things, where the Depositary believes that ownership of the Depositary Interests may result in a taxation or pecuniary, fiscal or material regulatory disadvantage to the Depositary or the Custodian or where the Depositary Interests are held by a person in breach of the law or the Company's Articles. If these events occur the Depositary shall make such arrangements for the deposited property as it sees fit, including sale of the deposited property and delivery of the net proceeds thereof to the holder of the Depositary Interests in question.

The Depositary may terminate the Deed Poll by giving not less than 90 days' prior notice. During such notice period holders may cancel their Depositary Interests and withdraw their deposited property and, if any Depositary Interests remain outstanding after termination, the Depositary must as soon as reasonably practicable, among other things, deliver the deposited property in respect of the Depositary Interests to the relevant Depositary Interest holders or, at its discretion, sell all or part of such deposited property. It shall, as soon as reasonably practicable deliver the net proceeds of any such sale, after deducting any sums due to the Depositary, together with any other cash held by it under the Deed Poll pro rata to holders of

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Depositary Interests in respect of their Depositary Interests.

The Depositary or the Custodian may require from any holder, or former or prospective holder, information as to the capacity in which Depositary Interests are owned or held and the identity of any other person with any interest of any kind in such Depositary Interests or the underlying Ordinary Shares and holders are bound to provide such information requested. Furthermore, to the extent that the Company's Constitution requires disclosure to the Company of, or limitations in relation to, beneficial or other ownership of, or interests of any kind whatsoever, in the Ordinary Shares, the holders of Depositary Interests are to comply with such provisions and with the Company's instructions with respect thereto.

Holders of Depositary Interests are responsible for the payment of any tax, including stamp duty reserve tax on the transfer of their Depositary Interests.

14.9 Depositary Agreement

A depositary services and custody services agreement dated 7 November 2006 between the Company and the Depositary (the " Depositary Agreement ") relating to the Depositary's appointment as Depositary and Custodian in relation to the Ordinary Shares and the provision of depositary and custodian services in connection with the Depositary Interests.

The Depositary agrees that it will comply, and will procure certain other persons comply, with the terms of the Deed Poll and that it and they will perform their obligations in good faith and with all reasonable skill, diligence and care. The Depositary assumes certain specific obligations, including the obligation to arrange for the Depositary Interests to be admitted to CREST as participating securities and to provide copies of and access to the register of Depositary Interests. The Depositary will either itself or through its appointed Custodian hold the deposited property on trust (which includes the Ordinary Shares represented by the Depositary Interests) for the benefit of the holders of the Depositary Interests as tenants in common, subject to the terms of the Deed Poll. The Company agrees to provide such assistance, information and documentation to the Depositary as is reasonably required by the Depositary for the purposes of performing its duties, responsibilities and obligations under the Deed Poll and the Depositary Agreement. In particular, the Company is to supply the Depositary with all documents it sends to its Shareholders so that the Depositary can distribute the same to all holders of Depositary Interests. The agreement sets out the procedures to be followed where the Company is to pay or make a dividend or other distribution.

The Company is to indemnify the Depositary for any loss it may suffer as a result of performing of the Depositary Agreement except to the extent that any losses result from the Depositary's own negligence, fraud or wilful default. The Depositary is to indemnify the Company for any loss the Company may suffer as a result of in connection with the Depositary's fraud, negligence or wilful default save that the aggregate liability of the Depositary to the Company over any 12 month period shall in no circumstances whatsoever exceed twice the amount of the fees payable to the Depositary in any 12 month period in respect of a single claim or in the aggregate.

The Depositary appointment may be terminated by either party giving not less than six months' notice.

In the event of termination, the parties agree to phase out the Depositary's operations in an efficient manner without adverse effect on the Shareholders and the Depositary shall deliver to the Company (or as it may direct) all documents, papers and other records relating to the Depositary Interests which is in its possession and which is the property of the Company.

The Company is to pay certain fees and charges, including a set up fee, an annual fee, a fee based on the number of Depositary Interest per year and certain CREST related fees.

The Depositary is also entitled to recover reasonable out-of-pocket fees and expenses.

15 RELATED PARTY TRANSACTIONS

In addition to the related party transactions referred to in the historic financial information in Part 5 of this document (see note 15(d) of the financial statements for the year ended 30 June 2015, note 14(d) of the financial statements for the year ended 30 June 2016 and note 14(d) of the financial statements for the year ended 30 June 2017), the following related party transactions are transactions which, as a single

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transaction or in their entirety, are or may be material to the Company and have been entered into by the Company or any other member of the Group during the period commencing on the period covered by historical financial information and up to the date of this document. Each of the transactions were concluded at arm’s length.

15.1 North Asia Metals Agreement

North Asia Metals Limited, a company of which Mr. Atherley was a director and shareholder, previously was party to a consulting agreement with the Company to provide duties and obligations to be fulfilled by Mr Atherley as Managing Director.

The contract with North Asia Metals Limited commenced on 1 July 2015 and terminated on 31 December 2017. Under this contract, North Asia Metals Limited was paid a fixed fee of £275,000 per annum and an annual incentive payment of up to £275,000 payable upon the successful completion of key performance indicators as determined by the Board.

15.2 Selection Capital Limited Agreement

Selection Capital Limited, a company of which Mr. Atherley is a director and shareholder, has a consulting agreement with the Company to provide project management and capital raising services (CEO services) related to the Salamanca Project. This is on materially the same terms as the North Asia Metals Agreement described above at Section 15.1 of this Part 6 above.

The contract with Selection Capital Limited took effect on 1 January 2018. Under the Selection Capital Limited contract, Selection Capital Limited is paid a fixed fee of £250,000 per annum and an annual incentive payment of up to £250,000 payable upon the successful completion of key performance indicators as determined by the Board. In addition, Selection Capital Limited will be entitled to receive a payment incentive, subject to compliance with the Australian Corporations Act 2001, of £275,000 in the event of a change of control clause being triggered with the Company. The consulting contract may be terminated by either Selection Capital Limited or the Company by giving three months’ notice. No amount is payable to Selection Capital Limited in the event of termination of the contract arising from negligence or incompetence in regard to the performance of services specified in the contract.

15.3 Ouro Ouro Pty Ltd Agreement

Ouro Ouro Pty Ltd, a company of which Mr. Behets is a director and shareholder, has a services agreement with the Company dated 18 June 2012, which provides for a consultancy fee at the rate of $1,200 per day for management and technical services provided by Mr Behets. Either party may terminate the agreement without penalty or payment by giving two months’ notice.

16 WORKING CAPITAL

The Company is of the opinion that the working capital available to the Group is sufficient to cover the Group's present requirements, that is for at least 12 months from the date of this Prospectus.

17 PROPERTY, PLANT AND EQUIPMENT

The Group’s material existing tangible fixed assets (including leased properties), other than its mine, licence and contract terms which are summarised in Section 3.1.6 of Part 1 of this Prospectus are set out below:

below:
Company Name	Location	Tenure	Area (approx	Rent (per month)	Uses
			m2)
BKY	London	5 years	122	£9,322	Corporate office and
					principal place of business
BME	Retortillo	N/A	6,037,612	N/A	Mine site development, core
	(Salamanca mine				shed, office building
	site)
BME	Madrid	rolling 1 year term	102	€2,603	Madrid office and parking
					rent

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Company Name	Location	Tenure	Area (approx	Rent (per month)	Uses
			m2)
BME	Retortillo	rolling 1 year term	40	€545	Human resource office rent
BME	Ciudad Rodrigo	rolling 1 year term	610	€1,489	Core shed rent

18 LITIGATION

Other than as set out below, there are no governmental, legal or arbitration proceedings (including such proceedings pending or threatened of which the Company is aware) during the 12 months preceding the date of this Prospectus, which may have, or have had in the recent past, a significant effect on the Company’s or the Group’s financial position or profitability.

If the appeals discussed above are successful and the required permits and licences are cancelled, then this may materially jeopardise the viability of the Salamanca Project which could have a material adverse effect on the Group's financial performance, which may lead to a reduction in the carrying value of the Company’s assets and the price of its ordinary shares.

19 GENERAL

19.1 Save as set out below, there has been no significant change in the financial or trading position of the Group since 31 December 2017, the date to which the last published financial statements of the Group were prepared:
(a) on 9 February 2018, the Company issued 36,000 Performance Rights to an Eligible Employee of the Company;
(b) on 6 April 2018, the Company cancelled 400,000 Performance Rights following the cessation of a consulting agreement between the Company and a consultant.
(c) the Company is currently conducting an extensive review of the Salamanca Project to determine whether a further reduction of upfront capital costs can be achieved and will update the market once the review has been finalised;
(d) phase two of the geochemical sampling programme continued at the Salamanca Project with a further 1,600 soil samples collected which are now being analysed using Ionic Leach™ analysis and other methods; and
(e) on 18 May 2018, the Company issued 150,000 Ordinary Shares following the exercise of

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150,000 Unlisted Options exercisable at £0.25 each expiring on or before 30 June 2018.

19.2 Ernst & Young, a Chartered Firm with the Chartered Accountants Australia and New Zealand of 11 Mounts Bay Road, Perth, WA 6000 were the auditors of the Company for the financial years ended 30 June 2016 and 30 June 2017 and the half year ended 31 December 2017 and Stantons International (a Chartered Firm with the Chartered Accountants Australia and New Zealand) were the auditors of the Company for the financial year ended 30 June 2015 and each has given unqualified audit reports on the statutory accounts of the Company for those financial years. Statutory accounts of the Company for each of the three financial years ended 30 June 2015, 30 June 2016 and 30 June 2017 have been delivered to ASIC in accordance with the Australian Corporations Act 2001.
19.3 Stantons International resigned as the Company’s auditor and Ernst & Young was appointed as the Company’s auditor with effect from the Company’s 2015 annual general meeting on 27 November 2015. This was due to a review by the Company of its audit arrangements, which resulted in the appointment of Ernst & Young as the Company’s auditor after completion of a tender process.
19.4 Save as otherwise disclosed in this document there are no patents or other intellectual property rights, licences, industrial, commercial or financial contracts or new manufacturing processes which are material to the Group’s business or profitability.
19.5 The Ordinary Shares are currently listed on ASX and traded on ASX in accordance with the ASX Listing Rules, the ASX Settlement Rules and the Australian Corporations Act 2001. The Ordinary Shares are also admitted to trading on AIM. Following Admission, the Ordinary Shares will cease to be admitted to trading on AIM, but will continue to be traded on ASX.

20 DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection during normal business hours on any day (except Saturdays, Sundays, bank and public holidays) free of charge to the public at the offices of the Company and at the offices of Bryan Cave Leighton Paisner LLP, Adelaide House, London Bridge, London EC4R 9HA from the date of this document to the date one month from the date of Admission:

(a) the Constitution; and
(b) the Company's financial statements for each of the two financial years preceding the publication of this Prospectus.

Dated: 1 June 2018

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PART 7 - DEFINED TERMS AND GLOSSARY OF TECHNICAL COMPLETION

“10% Threshold”	means SGRF holding for a continuous 30 day period such number of Ordinary
	Shares or convertible securities on an “as converted” basis as to be equal to at
	least 10% of the Ordinary Shares on issue at such time (also on an “as converted”
	basis) but excluding the conversion of all convertible securities on issue other than
	the convertible securities held by SGRF;
"Addendum	has the meaning given to it in Section 2 of Part 1 of the Prospectus;
Reserves"
"Admission"	admission of the Ordinary Shares to the standard listing segment of the Official List
	and to trading on the London Stock Exchange’s Main Market for listed securities
	becoming effective;
"AIM"	the market of that name operated by the London Stock Exchange;
“Applicable Law”	the Australian Corporations Act 2001, the ASX Listing Rules and the ASTC
	Operating Rules;
"ASIC”	the Australian Securities and Investments Commission;
"ASTC Operating	the ASX Settlement Operating Rules, as operated by ASX;
Rules”
“ASX”	ASX Limited (ACN 008 624 691) or the financial market conducted by it as the
	context requires;
“ASXCGCs”	the ASX Corporate Governance Council’s Corporate Governance Principles and
	Recommendations;
“ASX Listing	the official listing rules of ASX as from time to time amended or waived in their
Rules”	application to a party;
“ASX Settlement”	ASX Settlement Pty Limited (ACN 008 504 532);
“ASX Settlement	the rules of ASX Settlement;
Rules”
“Australia”	the Commonwealth of Australia;
"Australian	has the meaning given to it in Section 16 of Part 1 of this Prospectus;
Custodian"
“Australian	the Australian Corporations Act 2001 (Cth);
Corporations Act
2001”
“A$” or “Australian	Australian dollars, the lawful currency of Australia;
Dollar” and “
Australian cents”

“Australian Foreign the Foreign Acquisitions and Takeovers Act 1975 (Cth); Acquisitions and Takeovers Act of Australia” “Australia/Spain the Double Tax Treaty concluded by Spain and Australia; Double Tax Treaty” “Australian Computershare Investor Services Pty Limited; Registrar”

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“Australian	the Treasurer of the Commonwealth of Australia;
Treasurer”
“BME”	Berkeley Minera España S.L.U.;
"BST"	British Summer Time;
“Board”	the board of Directors of the Company;
"CCP"	has the meaning given to it in Section of Part 6 of this Prospectus;
"CET"	Central European Time;
“CHESS”	the Clearing House Electronic Subregister System operated by ASX Settlement in
	accordance with the ASX Settlement Rules;
"CIT"	has the meaning given to it in Section 4 of Part 4 of this Prospectus;
“City Code”	the City Code on Takeovers and Mergers as amended from time to time;
“CNMV”	the Comisión Nacional del Mercado de Valores;
“Company” or	Berkeley Energia Limited (ACN 008 677 852);
“Berkeley"
"Company	has the meaning given to it in Section 2.3 of Part 6 of this Prospectus;
Conversion Right"
"Computershare"	Computershare Investor Services PLC;
“Constitution”	the constitution of the Company as amended from time to time;
“Convertible Note”	the convertible note issued to SGRF on 30 November 2017;
"Conversion Price"	has the meaning given to it in Section 2.3 of Part 6 this Prospectus;
“CREST”	the computerised settlement system to facilitate the transfer of title to or interests in
	securities in uncertified form, operated by Euroclear UK and Ireland Limited;
“Current Report”	current information filed submitted by the Company in the form and to the extent
	specified in the applicable laws and regulations;
"Curzon"	Curzon Resources Limited;
“Custodian”	means the Depositary or a subsidiary or third party appointed by the Depositary;
"Deal Price"	£0.50 per Share;
“Deed Poll”	the deed poll entered into by the Company on 7 November 2006 in connection with
	the Depositary Interest arrangements;
“Definitive	a definitive feasibility study in relation to the Salamanca Project published by the
Feasibility Study or	Company on 14 July 2017;
“DFS”
“Depositary”	Computershare Investor Services PLC;
“Depositary	the dematerialised depositary interests in respect of the Ordinary Shares issued or
Interests”	to be issued by the Depositary;
“Depositary	a holder of Depositary Interests from time to time;
Interest Holder”
“Directors”	the directors of the Company, whose names are set out in the Section titled

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	"Directors, Secretary, Registered Office and Advisers" of this Prospectus;
"Dividend	has the meaning given to it in Section 3.2 of Part 4 of this Prospectus;
Allowance"
“DTR”	the Disclosure Guidance and Transparency Rules issued by the Financial Conduct
	Authority;
“Eligible	those contractors of the Group eligible to participate in the Performance Rights Plan
Contractors”	as described in more detail at Section 6 of Part 6 of this Prospectus;
“Eligible	those employees of the Group eligible to participate in the Performance Rights Plan
Employees”	as described in more detail at Section 6 of Part 6 of this Prospectus;
“Environmental	the Environmental Protection Act of Spain;
Protection Act”
“ENUSA”	Enusa Industrias Avanzadas S.A.;
"ESA"	Euratom Supply Agency;
“ESIA”	an Environmental and Social Impact Assessment prepared in accordance with
	applicable Spanish law;
“EU”	the European Union and its member states as at the date of this Prospectus;
“EU Member State”	member state of the EU as at the date of this Prospectus;
“EUR, Euro and €”	the currency of the participating member states in the third stage of the Economic
	and Monetary Union of the treaty establishing the European Community;
"Euratom Treaty"	has the meaning given to it in Section 5.6 of Part 1 of this Prospectus;
“European	the law as it comprises European Community and European Union laws;
Regulation”
"FCA"	the Financial Conduct Authority;
“Financial	the Historical Financial Information and the Interim Financial Information;
Information”
"Floor Price"	has the meaning given to it in Section 2.3 of Part 6 of this Prospectus;
“Foreign	the Foreign Investment Review Board of Australia;
Investment Review
Board”
"Founding	has the meaning given to it in Section 14.4 of Part 6 of this Prospectus;
Shareholders"
"Group"	the Company and each of its subsidiaries and its subsidiary undertakings;
"GST"	Australian goods and services tax;
"GTAU"	the meaning given to it in Section 16 of Part 1 of this Prospectus;
“Historical	the Group’s financial information for the three years ended 30 June 2017, 30 June
Financial	2016, 30 June 2015 and the six month period ended 31 December 2017 as set out
Information”	in Part 5 of this Prospectus;
"Holder"	the holder of an SGRF Option;
"Iberclear"	Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de
	Valores, S.A. Sociedad Unipersonal, the Spanish settlement system of securities in

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	book-entry form;
“IED Directive”	Commission Directive 2010/75/EU on industrial emissions;
"IIT"	has the meaning given to it in Section 4 of Part 4 of this Prospectus;
"IIT Law"	has the meaning given to it in Section 4 of Part 4 of this Prospectus;
"Interalloys"	Interalloys Trading Limited;
“IFRS”	International Financial Reporting Standards;
“Interim Financial	the Group’s financial information for the half year ended 31 December 2017 as set
Information”	out in Part 5 of this Prospectus;
“Investment	the investment agreement entered into between the Company and SGRF on 29
Agreement”	August 2017;
"JEN"	has the meaning given to it in Section 3.1.3 of Part 1 of this Prospectus;
“JORC Code” or	the code for Reporting of Mineral Resources and Ore Reserves published by the
"JORC"	Australasian Joint Ore Reserves Committee, 2012 edition;
"KMP"	key management personnel;
"Latest Practicable	30 May 2018, being the latest practicable date prior to publication of this document;
Date"
“Listing Rules”	the official listing rules of the London Stock Exchange as from time to time amended
	or waived in their application to a party;
“London Stock	London Stock Exchange plc;
Exchange” or
“LSE”
"LUC"	has the meaning given to it in Section 3.1.3 of Part 1 of this Prospectus;
“Main Market”	the main market of the London Stock Exchange;
"MAR"	the Market Abuse Regulation (EU) 596/2014;
“Member States”	a member state of the European Union;
“Mineral Resources	an estimate of mineral resources and/or reserves prepared in accordance with the
Estimate” or	JORC Code;
“MRE”
"MRA"	Minera de Rio Alagon S.L.;
“Mt”	million tonnes;
“Mtpa”	million tonnes per annum;
“Non-Executive	the Directors of the Company other than the Executive Directors;
Directors”
"Notice of	has the meaning given to it in Section 8.5 of Part 6 of this Prospectus;
Exercise"
"NPV"	net present value;
"NSC"	the Council on Nuclear Safety in Spain;
"NSC I"	has the meaning given to it in Section 3.1.6 of Part 1 of this Prospectus;

280

"NSC II"	has the meaning given to it in Section 3.1.6 of Part 1 of this Prospectus;
"NSC III"	has the meaning given to it in Section 3.1.6 of Part 1 of this Prospectus;
“Official List”	the Official List of the UKLA;
"Offer"	has the meaning given to it in Section 6.5 of Part 6 of this Prospectus;
"OK"	has the meaning given to it in Section 3.1.3 of Part 1 of this Prospectus;
"Ordinary Shares"	issued ordinary shares of no par value in the Company having the rights set out in
or "Shares"	the Constitution;
“PDMRs”	persons discharging managerial responsibilities;
“Performance	performance rights granted pursuant to the Performance Rights Plan;
Rights”
“Performance	the performance rights plan under which Eligible Employees and Eligible
Rights Plan”	Contractors may be granted Performance Rights, as described in more detail at
	Section 6 of Part 6 of this Prospectus;
“Prospectus	Directive 2003/71/EC of the European Parliament and of the Council of	the
Directive”	European Union dated 4 November 2003, on the prospectus to be published
	when securities are offered to the public or admitted to trading and amending
	Directive 2001/34/EC (together with any applicable implementing measures in	any
	EU member state and amendments thereto, including Directive 2010/73/EU of	the
	European Parliament and of the Council dated 24 November 2010 together with
	any applicable implementing measures in any EU member state);
"R4"	Renta 4 Banco;
"RCF"	Resource Capital Funds;
"RCFLP"	RCF V Annex Fund L.P.;
"RCFLP Deed"	has the meaning given to it in Section 14.3 of Part 6 of this Prospectus;
“REACH	Commission Regulation on Registration, Evaluation, Authorisation and Restriction
Regulation”	of Chemicals;
“Regulation 809/	Commission Regulation (EC) No. 809/2004 dated 29 April 2004 implementing
2004”	Directive 2003/71/EC of the European Parliament and of the Council as regards
	information contained in prospectuses as well as the format, incorporation by
	reference and publication of such prospectuses and dissemination	of
	advertisements;
"Remuneration and	has the meaning given to it in Section 2.1 of Part 2 of this Prospectus;
Nomination
Committee"
"Right to Match"	has the meaning given to it in Section 9.6 of Part 6 of this Prospectus;
"Royalty	has the meaning given to it in Section 14.4 of Part 6 of this Prospectus;
Agreement"
"Satellites"	has the meaning given to it in Section 3.1.4 of Part 1 of this Prospectus;
"Salamanca	the Salamanca mine operated by the Group, as described more particularly in
Project”	Section 3 of Part 1 of this Prospectus;
“Securities Trading	the Company’s securities trading policy dated October 2016;
Policy”

281

“SGRF”	the State General Reserve Fund of the Sultanate of Oman and its custodians,
	nominees, subsidiaries, affiliates and each other SGRF group member including the
	Singapore Mining Acquisition Co. Pte Ltd;
"SGRF Conversion	has the meaning given to it in Section 2.3 of Part 6 of this Prospectus;
Right"
"SGRF Nominee	has the meaning given to it in Section 1.2 of Part 2 of this Prospectus;
Director"
“SGRF Options”	the options granted to SGRF pursuant to the Investment Agreement;
“Shareholder”	a holder of Ordinary Shares;
“Spain”	the Kingdom of Spain;
“Spanish	admission of the Ordinary Shares to trading on the Spanish Stock Exchanges;
Admission”
“Spanish Stock	the Madrid, Barcelona, Bilbao and Valencia stock exchanges, each of which
Exchanges”	constitutes a regulated market;
“Standard Listing”	a listing by the FCA of equity securities of a company which is not a premium listing
	and is therefore not required to comply with the provisions of Chapters 8, 10, 11, 12
	or 13 of the Listing Rules or certain provisions of Chapters 7 and 9 of the Listing
	Rules;
"Technical	has the meaning given in the pages below;
Completion"
“UK”	the United Kingdom of Great Britain and Northern Ireland;
“Unlisted Options”	unlisted options to subscribe for Ordinary Shares in the Company as described
	more particularly in Section 7 of Part 6 of this Prospectus; and
“USD” or “US$”	the lawful currency of the United States of America.

282

GLOSSARY OF TECHNICAL COMPLETION

1 TECHNICAL COMPLETION

Technical Completion shall occur on the earlier of:

(a) the date on which SGRF has received all of the following certificates described in this Schedule from the Company; or
(b) in the absence of any certificate or certificates under clause 1(a), the Independent Certifier determines that, except for minor defects which are capable of remedy (without any material delay or cost to the Company or the project), the Project is being operated in accordance with good international practice and is capable of producing in accordance with the financial model provided to SGRF (" Financial Model ") and if applicable, subject to clause 4(d) below, adjusted based on the mining schedule agreed between the Company and its mining contractor at the time of commencement of production at the Project (" Mining Schedule ") existing at the time the Independent Certifier carries out their determination under this clause 1(b); or
(c) the date SGRF delivers to the Company a written notice declaring that Technical Completion has occurred (irrespective of whether the Company has delivered all certificates described in this Schedule).

2 PHYSICAL FACILITIES CERTIFICATE

A certificate from the Company, verified by the Independent Certifier, to the effect that:

(a) all material plant and equipment required for the processing plant at the Project (" Processing Plant ") have been installed satisfactorily in accordance with the supply contract(s) and manufacturers’ recommendations reflected in the engineering, procurement and construction contract between the Company and its selected engineering contractors for the Project (" EPC Contract ") to support the operation reflecting alignment with the Financial Model in a material manner;
(b) testing of that material plant and equipment has been completed in accordance with the terms of reference of the supply contracts and to the manufacturers’ requirements and all such plant and equipment have been cold commissioned successfully;
(c) all material support infrastructure (including, maintenance facilities, power reticulation and water supply) which is required for the successful sustained operation of the Processing Plant, has been completed satisfactorily to support the operation reflecting alignment with the Financial Model in a material manner;
(d) where any material subsection of the Processing Plant (e.g. laboratory or water plant) is to be operated by a contractor or any service provided by a contractor, the Company and the Independent Certifier are reasonably satisfied with the ability of the contractor to deliver the services and plant and equipment contracted; with the terms and conditions of the agreements with the contractors; and that the plant and equipment is available at the site and will continue to be made available under those contracts and on the site as and when required; and
(e) sufficient spares and consumables are available as reasonably required to support the operations at the time of certification and allowing for the delivery schedule for these items.

3 PROCESSING PLANT CERTIFICATE

A certificate from the Company, verified by the Independent Certifier and referenced to the then valid EPC Contract, to the effect that over a continuous period of one month (“ Commissioning Completion Period ”):

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(a)
(b)
(c)
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(a) the throughput from the primary crusher to the stacker at the leach pad was at least
(i) 90% of that assumed by the output requirements of the EPC Contract and the Financial Model; or
(ii) 277 tonnes per hour (being 90% of the project design criteria of 2.7Mt for the first year of production for the primary crusher as published in the DFS or corresponding tonnage in subsequent years); or
(iii) as agreed between the Company and SGRF prior to the start of the Commissioning Completion Period;
(b) the average uranium grade of the Pregnant Leach Solution (“ PLS” ) was at least
(i) 90% of that assumed by the output requirements of the EPC Contract and the Financial Model, or
(ii) 288 parts per million (being 90% of the project design criteria of 322 parts per million for the first year of production as published in the DFS or corresponding grade in subsequent years); or
(iii) agreed between the Company and SGRF prior to the start of the Commissioning Completion Period; and
(c) the percentage of uranium recovered by the Hydrometallurgical Plant was at least
(i) 90% of that assumed by the output requirements of the EPC Contract or the Financial Model; or
(ii) 80% (being 90% of the metallurgical recovery for the project of 88% for the first year of production as published in the DFS announcement or corresponding metallurgical recovery in subsequent years); or
(iii) as agreed between the Company and SGRF prior to the start of the Commissioning Completion Period.

4 PRODUCTION CERTIFICATE

A certificate from the Company, verified by the Independent Certifier and referenced to the then valid Mining Schedule, to the effect that over a continuous period of one month (“ Production Completion Period ”):

(a) the total mined tonnage of ore plus waste was as least:
(i) 90% of that assumed by:
- (1) subject to clause 4(c), the Financial Model; or
- (2) subject to clause 4(d), the Mining Schedule existing at the time the Independent Certifier carries out their certification ignoring the Financial Model; or
(ii) as agreed between the Company and SGRF; and
(b) the total mined tonnage of ore was at least:
(i) 90% of that assumed by:
- (1) subject to clause 4(c), the Financial Model; or

284

  - (2) subject to clause 4(d), the Mining Schedule existing at the time the Independent Certifier carries out their certification ignoring the Financial Model; or

(ii) as agreed between the Company and SGRF.
(c) For the purposes of clauses 4(a)(i)(A) and 4(b)(i)(A), the Production Completion Period shall correspond to the relevant production month from the commencement of production in the Financial Model rather than by reference to any stated calendar month for production in the Financial Model. If the Financial Model provides for production based on a quarterly amount, then the relevant production month shall be the quarterly production amount pro-rated into monthly amounts.

For the purposes of clauses 4(a)(i)(B) and 4(b)(i)(B), the Parties agree that the Mining Schedule may change relative to that outlined in the Financial Model as a result of changes in economic conditions, optimisation and other factors. Should the proposed Mining Schedule reflect materially lower levels of production from that which is outlined in the Financial Model and if carried out would result in an economically worse outcome than that outlined in the Financial Model, then SGRF's consent will be required before the Mining Schedule existing at the time the Independent Certifier carries out their certification is used for the purposes of the Production Certificate.

5 ADDITIONAL CERTIFICATES

Upon conclusion of the Production Completion Period:

(a) a certificate from the Company, verified by the Independent Certifier that the permits and licenses required for the commissioning of the Processing Plant, including the Construction Authorization have been obtained and remain valid;
(b) a certificate from the Company, verified by the Independent Certifier that the quality of the product produced by the Processing Plant to date has either:
(i) been demonstrated to meet the product quality specifications of either Cameco, ConverDyn Inc, or Comurhex’s converter facilities located in Canada, the USA or France respectively; or
(ii) been confirmed by the off-takers to be capable of sale under the offtake agreements;
(c) the Independent Certifier has advised that he is not aware of any factor, which would have a material adverse effect on the operation of the Processing Plant;
(d) the Independent Certifier has advised that the ongoing water management and monitoring programs for the project are being managed in accordance with good international practice; and
(e) the Independent Certifier has advised, acting reasonably and with regards to materiality, that the mining operations at Retortillo and the Processing Plant are being operated in accordance with all applicable environmental laws, rules, regulations and orders of the relevant governmental authorities, and that both an environmental management plan and a closure plan is in place.

285

ANNEXURE 1 – APPENDIX 5B

Mining exploration entity and oil and gas exploration entity quarterly report (unaudited) as required by ASX Listing Rule 5.5.

Introduced 01/07/96 Origin Appendix 8 Amended 01/07/97, 01/07/98, 30/09/01, 01/06/10, 17/12/10, 01/05/ 13, 01/09/16

Name	Name

Berkeley Energia Limited

ABN			Quarter ended (“current quarter”)

40 052 468 569					31-Mar-18

	Consolidated statement of cash flows			Current	Year to
				quarter	date (9
				$A’000	months)
					$A'00

1	Cash flows from operating activities

1.1	Receipts from customers			-	-

1.2	Payments for

	(a) exploration & evaluation			(9629)	(9629)
	(b) development

	(c) production			-	-

	(d) staff costs			-	-
	(e) administration and corporate costs			(4781)	(4781)

1.3	Dividends received (see note 3)			-	-
1.4	Interest received			114	260
1.5	Interest and other costs of finance paid			-	-

1.6	Income taxes paid			-	-
1.7	Research and development refunds			-	-

1.8	Other (provide details if material): - Business Development - Prepaid Deposits			(193) -	(636) (101)

1.9	Net cash from / (used in) operating activities			(6465)	(16031)

2	Cash flows from investing activities
2.1	Payments to acquire:

	(a) property, plant and equipment			(981)	(2247)

	(b) tenements (see item 10)			-	-

	(c) investments			-	-
	(d) other non-current assets			-	-

2.2	Proceeds from the disposal of:

	(a) property, plant and equipment			-	-

	(b) tenements (see item 10)			-	-

	(c) investments			-	-
	(d) other non-current assets			-	-

2.3	Cash flows from loans to other entities			-	-

2.4	Dividends received (see note 3)			-	-

2.5	Other (provide details if material):			-	-
2.6	Net cash from / (used in) investing activities			(981)	(2247)


3	Cash flows from financing activities

3.1	Proceeds from issues of shares			-	-

3.2	Proceeds from issue of convertible notes			-	85824
3.3	Proceeds from exercise of share options			-	-
3.4	Transaction costs related to issues of shares, convertible	notes or options		(1)	(2526)

3.5	Proceeds from borrowings			-	-

3.6	Repayment of borrowings			-	-

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3.7	Transaction costs related to loans and borrowings	- -
3.8	Dividends paid	- -
3.9	Other (provide details if material)	- -
3.1	Net cash from / (used in) financing activities	(1) 83298
4	Net increase / (decrease) in cash and cash equivalents for the period
4.1	Cash and cash equivalents at beginning of period	105367 34814
4.2	Net cash from / (used in) operating activities (item 1.9 above)	(6465) (16031)
4.3	Net cash from / (used in) investing activities (item 2.6 above)	(981) (2247)
4.4	Net cash from / (used in) financing activities (item 3.10 above)	(1) 83298
4.5	Effect of movement in exchange rates on cash held	1881 -33
4.6	Cash and cash equivalents at end of period	99801 99801
5	Reconciliation of cash and cash equivalents	Current Previous
		quarter quarter (9
		$A'000 months)
		$A'000
	at the end of the quarter (as shown in the consolidated statement of cash flows) to the related
	items in the accounts
5.1	Bank balances	17520 24429
5.2	Call deposits	82281 80938
5.3	Bank overdrafts	- -
5.4	Other (provide details)	- -
5.5	Cash and cash equivalents at end of quarter (should equal item 4.6 above)	99801 105367
6	Payments to directors of the entity and their associates	Current
		quarter
		$A'000
6.1	Aggregate amount of payments to these parties included in item 1.2	(172)
6.2	Aggregate amount of cash flow from loans to these parties included in item 2.3	-
6.3	Include below any explanation necessary to understand the transactions included in items 6.1 and 6.2
Payments include directors’ fees, superannuation, bonuses and consulting fees.
7	Payments to related entities of the entity and their associates	Current
		quarter
		$A'000
7.1	Aggregate amount of payments to these parties included in item 1.2	-
7.2	Aggregate amount of cash flow from loans to these parties included in item 2.3	-
7.3	Include below any explanation necessary to understand the transactions included in items 7.1 and 7.2
Not	applicable.
8	Financing facilities available	Total Amount
		facility drawn at
		amount at quarter
		quarter end $A'000
		end $A'000
	Add notes as necessary for an understanding of the position
8.1	Loan facilities	- -
8.2	Credit standby arrangements	- -
8.3	Other (please specify)	- -
8.4	Include below a description of each facility above, including the lender, interest rate and whether it is secured or unsecured. If
	any additional facilities have been entered into or are proposed to be entered into after quarter end, include details of those
	facilities as well.
Not	applicable.
9	Estimated cash outflows for next quarter	$A’000
9.1	Exploration and evaluation	(3000)
9.2	Development	-
9.3	Production	-

287

9.4	Staff costs				(1000)
9.5	Administration and corporate costs				(200)
9.6	Other (provide details if material)				-
9.7	Total estimated cash outflows				(4200)
10	Changes in tenements (items 2.1(b) and 2.2(b) above)	Tenement	Nature of	Interest at	Interest at
		reference	interest	beginning	end of
		and		of quarter	quarter
		location
10.1	Interests in mining tenements and petroleum tenements lapsed,	I.P.	Direct	100%	-
	relinquished or reduced	Damkina
		Fraccion 1
		I.P.	Direct	100%	-
		Damkina
		Fraccion 2
		I.P.	Direct	100%	-
		Damkina
		Fraccion 2
10.2	Interests in mining tenements and petroleum tenements acquired or	-	-	-	-
	increased

Compliance statement

(1) This statement has been prepared in accordance with accounting standards and policies which comply with Listing Rule 19.11A.
(2) This statement gives a true and fair view of the matters disclosed.

[lodged electronically without signature]

Sign here: ............................................................ Date: 30 April 2018

(Director/Company secretary)

Print name: Dylan Browne

Notes

(1) The quarterly report provides a basis for informing the market how the entity’s activities have been financed for the past quarter and the effect on its cash position. An entity that wishes to disclose additional information is encouraged to do so, in a note or notes included in or attached to this report.
(2) If this quarterly report has been prepared in accordance with Australian Accounting Standards, the definitions in, and provisions of, AASB 6: Exploration for and Evaluation of Mineral Resources and AASB 107: Statement of Cash Flows apply to this report. If this quarterly report has been prepared in accordance with other accounting standards agreed by ASX pursuant to Listing Rule 19.11A, the corresponding equivalent standards apply to this report.
(3) Dividends received may be classified either as cash flows from operating activities or cash flows from investing activities, depending on the accounting policy of the entity.

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Berkeley Energia Limited — Capital/Financing Update 2018

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