Berkeley Energia Limited — Proxy Solicitation & Information Statement 2010

Mar 1, 2010

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NOTICE OF GENERAL MEETING

A General Meeting of the Company will be held at the Plaza Level, BGC Centre, 28 The Esplanade Perth, Western Australia on 1 April 2010 at 10.00am (WST).

This Notice of General Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss any matter please contact the Company Secretary on (08) 9322 6322.

BERKELEY RESOURCES LIMITED

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NOTICE OF GENERAL MEETING

Notice is hereby given that the General Meeting of Shareholders of Berkeley Resources Limited ( Company ) will be held at the Plaza Level, BGC Centre, 28 The Esplanade, Perth, Western Australia on 1 April 2010 at 10.00am (WST) ( General Meeting ).

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

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered as Shareholders of the Company on 30 March 2010 at 5.00pm (WST).

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

AGENDA

1. Resolution 1 – Approval of issue of Incentive Options to Mr John (Ian) Stalker

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

“That pursuant to and in accordance with Listing Rule 10.11 and Chapter 2E of the Corporations Act and for all other purposes Shareholders authorise and approve the issue of:

• (i) 1,000,000 options each with an exercise price of $1.25, vesting on 11 November 2010 and expiring 1 December 2013 ( “2013 Options” ) to Mr John (Ian) Stalker (or his nominee);

• (ii) 1,000,000 options each with an exercise price of $1.25, vesting on 11 November 2011 and expiring 1 December 2014 ( “2014 Options” ) to Mr John (Ian) Stalker (or his nominee); and

• (iii) 1,000,000 options each with an exercise price of $1.25, vesting on 11 November 2012 and expiring 1 December 2015 ( “2015 Options” ) to Mr John (Ian) Stalker (or his nominee),

(collectively referred to as “Incentive Options” ) on the terms and conditions in the Explanatory Memorandum accompanying this Notice."

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Voting Exclusion

The Company will disregard any votes cast on this Resolution by Mr Stalker or any of his associates.

However, the Company will not disregard a vote if:

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

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

2. Resolution 2 – Approve the Execution of Deed of Indemnity, Access and Insurance

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

“That, pursuant to Chapters 2D.2 and 2E of the Corporations Act and for all other purposes, the Company be given approval to:

• (a) indemnify Mr John (Ian) Stalker, during the period of his directorship and after the cessation of his directorship, in respect of certain claims should any be made against him whilst acting in his capacity as a Director;

• (b) use its reasonable endeavours to procure an insurance policy and pay the premiums of insurance as assessed at market rates applicable from time to time for Mr John (Ian) Stalker in respect of certain claims made against him acting in capacity of a Director (except to the extent such insurance cannot be procured at a reasonable cost or is otherwise unavailable to the Company);

• (c) use its reasonable endeavours to ensure that an insurance policy for Mr John (Ian) Stalker is at all times covered under an insurance policy for the period of 7 years from the date he ceases to be Director ( Insurance Run-Off Period ), which will be on terms not materially less favourable than the terms of insurance applicable at the date of termination of his directorship and to continue to pay those premiums during that Insurance Run-Off Period (except to the extent such insurance cannot be procured at a reasonable cost or is otherwise unavailable to the Company); and

• (d) provide Mr John (Ian) Stalker with access, upon the cessation for any reason of his directorship and for a period of not less than 7 years following that cessation, to any Company records which are either prepared or provided to him during the period of his directorship,

and on the terms and conditions in the Explanatory Memorandum accompanying this Notice.”

Voting Exclusion

The Company will disregard any votes cast on this Resolution by Mr Stalker or any of his associates.

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However, the Company will not disregard a vote if:

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

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

BY ORDER OF THE BOARD

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Clint McGhie Company Secretary Dated: 25 February 2010

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BERKELEY RESOURCES LIMITED

EXPLANATORY MEMORANDUM

1. Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders of the Company in connection with the business to be conducted at the General Meeting to be held at the Plaza Level, BGC Centre, 28 The Esplanade, Perth, Western Australia on 1 April 2010 at 10.00am (WST).

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

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

2. Action to be taken by Shareholders

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

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

3. Resolution 1 – Approval of issue of Incentive Options to Mr John (Ian) Stalker

3.1 General

Resolution 1 seeks Shareholder’s approval pursuant to Listing Rule 10.11 and Chapter 2E of the Corporations Act for the Company to issue a total of 3,000,000 Incentive Options to Mr John (Ian) Stalker.

The Incentive Options are being granted to Mr Stalker as an incentive to perform.

Shareholder approval is required under Listing Rule 10.11 and section 208 of the Corporations Act because Mr Stalker is a Director and therefore a related party of the Company. Furthermore, Shareholder approval of the Incentive Options means that this issue will not reduce the Company's 15% placement capacity under Listing Rule 7.1.

Resolution 1 is an ordinary resolution.

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3.2 Engagement of Mr Stalker by the Company

Mr Stalker joined the Company in November 2009 as its Managing Director and Chief Executive Officer, to lead the Company through completion of the feasibility study and eventual development of the Salamanca Uranium Project. The Incentive Options the subject of this Resolution 1 form part of Mr Stalker’s contract of employment.

Mr Stalker is a chemical engineer, with an outstanding history in developing and managing a number of mining projects around the world over the past 35 years. He has considerable experience in the uranium sector and in mining operations in Spain and has successfully managed eight mining projects throughout the world through feasibility study, development and construction phases.

He has worked in senior executive roles at Zambia Consolidated Copper Mines Ltd, AGC Ltd (Ashanti Goldmines), Caledonia Mining Corporation, Gold Fields Limited and was Chief Executive of Uramin Inc from late 2005 until it was acquired by Areva NC for US$2.5bn in late 2007. He has also been a senior metallurgical consultant for Lycopodium, the Australian based engineering company.

To attract and retain Directors in a competitive market, the Company has a remuneration policy to provide a fixed remuneration component and a performance based component. The Board believes that this remuneration policy is appropriate given the size of the Company, the size of the management team, the nature and stage of development of the Company’s current operations and the market conditions and comparable salary levels for companies of a similar size and operating in similar sectors. It is also appropriate in aligning Director objectives with Shareholder and businesses objectives.

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

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

The proposed grant of Incentive Options to Mr Stalker was agreed and announced at the time of his appointment as Managing Director. The average closing price of Berkeley Shares during the twenty trading days up to the date of this announcement was $1.01.

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

In addition to the Incentive Options to be issued in accordance with Resolution 1, Mr Stalker receives a fixed remuneration component of £160,000 (approx A$290,000) per annum and superannuation contributions of £16,000 (approx A$29,000) per annum.

Mr Stalker is entitled to reimbursement of all reasonable travelling, accommodation and other expenses that a Director or alternate Director properly incurs in attending

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meetings of Directors or any meetings of committees of Directors, in attending any meetings of members and in connection with the business of the Company. In addition, the Company will reimburse Mr Stalker up to £10,000 (approximately A$18,000) for reasonable out of pocket expenses incurred in relocating to Europe upon commencement with the Company and up to £5,000 per annum (approximately A$9,000) for reasonable medical insurance premium costs for Mr Stalker and his spouse. Other than as set out in this Notice, Mr Stalker does not receive any other emoluments.

3.3 Specific Information Required by Listing Rule 10.13 and section 219 of the Corporations Act

For the purposes of Listing Rule 10.13 and section 219 of the Corporations Act, information regarding the Incentive Options issue is provided as follows:

• (a) The Company will issue 3,000,000 Incentive Options to Mr John (Ian) Stalker (who is a Director) as follows:

• (i) 1,000,000 options exercisable at $1.25 each on or before 1 December 2013 (2013 Options);

• (ii) 1,000,000 options exercisable at $1.25 each on or before 1 December 2014 (2014 Options); and

• (iii) 1,000,000 options exercisable at $1.25 each on or before 1 December 2015 (2015 Options).

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

• (c) No funds will be raised from the issue of the Incentive Options as they are being issued in consideration for Mr Stalker providing his services to the Company.

• (d) Upon the exercise of the Incentive Options, the Shares will be issued on a one for one basis and have same rights and entitlements as the Company’s existing Shares.

• (e) Each Incentive Option entitles Mr Stalker to subscribe for one (1) Share at an exercise price of $1.25, exercisable from the vesting date until the expiry date. The Incentive Options will not be quoted on ASX. Further terms and conditions of the Incentive Options are in Schedule 2.

• (f) Mr Stalker has an interest in Resolution 1 under which Incentive Options will be issued to him and therefore believes it inappropriate to make a recommendation. No other Directors have an interest in the outcome to Resolution 1. Each other Director recommends the issue of the Incentive Options to Mr Stalker.

• (g) Other than the Incentive Options the subject of this Resolution 1, Mr Stalker currently has an indirect interest in 1,300,000 Listed Options in the Company. These Listed Options are held by the J Stalker Discretionary Trust in which Mr Stalker has a beneficial interest.

• (h) The Board has received independent advice on the value of the Incentive Options and determined on the basis of the assumptions set out below the technical value of one Incentive Option is as follows:

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Director	Incentive Option	Number of Incentive Options	Value Per Security $	Total Value $
Mr John (Ian) Stalker	2013 Option	1,000,000	0.865	865,000
	2014 Option	1,000,000	0.948	948,000
	2015 Option	1,000,000	1.011	1,011,000

• (i) This valuation imputes a total value of $2,824,000 to the Incentive Options. The value may go up or down after the date of valuation as it will depend on the future price of a Share. The Binomial Option Pricing Model has been used to value the Incentive Options (and validated by the Black & Scholes Option Pricing Model), with the following assumptions:

• (i) the risk free rate is the Austral(Ian) Government 3-year bond rate for the 2013 Options and the 5-year bond rate for the 2014 Options and 2015 Options;

• (ii) the underlying security spot price of $1.36 used for the purposes of this valuation is based on the Share price of the Company on the day of the report;

• (iii) the estimated volatility used in the option valuation is 85%;

• (iv) for the purposes of the valuation, no future dividend payments have been forecast; and

• (v) for the purposes of the valuation it is assumed that the Incentive Options will be issued on 31 March 2010 and the options will have a life of 3.67 years (2013 Options), 4.67 years (2014 Options) and 5.67 years (2015 Options) from the commencement date.

• (j) If the Shareholders approve the proposed issue of Incentive Options under this Resolution 1, the exercise of those Incentive Options will result in a dilution of all other Shareholders’ holdings in the Company of 2.22% based on the total number of issued Shares as at the date of this Notice.

• (k) The market price of Shares would normally determine whether Mr Stalker will exercise the Incentive Options or not. If the Incentive Options are exercised at a price that is lower than the price at which Shares are trading on ASX, there may be a perceived cost to the Company.

• (l)

Historical Share price information for the last twelve months is a follows:

	Price per Share	Date
High	$1.50	18 September 2009
Low	$0.37	20 February 2009

(m) Other than the information above and otherwise set out in this Explanatory Memorandum, the Company believes that there is no other information that would be reasonably required by Shareholders to pass Resolution 1.

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• (n) A voting exclusion statement is included in this Notice.

• (o) As Shareholder approval is sought under Listing Rule 10.11, approval under Listing Rule 7.1 is not required.

4. Resolution 2 – Approve the Execution of Deed of Indemnity, Access and Insurance

4.1 Background

The purpose of the resolution is to enable the Company, to provide Mr Stalker with a reasonable level of protection in relation to claims made against him acting as a director of the Company, effective from the date of his appointment.

Given the duties and responsibilities as directors of a public company and their potential liabilities, the Directors consider it appropriate that they be suitably protected from certain claims made against them. The proposed protection will not extend to the extent it is prohibited by the Corporations Act.

As a person may be called to account for his or her actions several years after ceasing to be a director of a company, it is considered reasonable that suitable protection should extend for a period of time after a Director has ceased to be a Director of the Company.

It is generally recognised that a director or former director of a company may face considerable difficulty in properly answering or defending any claim made against him or her, particularly, as is often the case, where the claim is brought after the director ceases to hold office. Difficulties may arise by reason of the following:

• (a) No indemnity after directorship ends

While a company's constitution provides directors with an indemnity in respect of claims made while they remain directors arguably, that indemnity ceases when the directorship ends. Without the benefit of an indemnity, the cost of defending such a claim in respect of the actions of a director or former director, even if the claim is ultimately proven to be without merit, can be considerable and beyond the financial resources of the individual director.

• (b) Maintenance of insurance policies

Directors' and Officers' insurance policies generally only provide cover for claims made during the currency of the insurance policy, i.e. while insurance premiums continue to be paid on the policy. Generally, unless insurance premiums continue to be paid after the time a person ceases to be a director, claims made after cessation of the directorship will not be covered by the insurance policy. The cost to a former director of personally maintaining insurance cover after ceasing to be a director can be prohibitive, particularly given the number of years for which insurance must be maintained and given the former director will no longer be receiving any income from the Company.

• (c) Access to board papers

Directors have a statutory right to inspect the books of the Company:

• (i) whilst they hold office; and

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(ii) for a period of 7 years after the director ceases to hold office,

at all reasonable times for the purpose of a legal proceeding to which the director is a party, that the director proposes in good faith to bring or that the director has reason to believe will be brought against him or her.

Despite this statutory right, Directors may require access to company documents which are relevant to the director's holding office as a director of the Company and not strictly required for the purpose of anticipated, threatened or commenced legal proceedings. Furthermore, although a proceeding may be instituted within six years after a cause of action arises, that six year period is calculated from the date the damage is found to have occurred – this may be long after the conduct in question, from which the later damage arose, actually occurred.

Given these difficulties a person may be unwilling to become or to remain as a director of a public company without suitable protection being provided by the Company. The benefit to the Company in providing such protection is that it will continue to be able to attract persons of suitable expertise and experience to act as Directors.

4.2 Summary of the Directors' Indemnity, Insurance and Access Deed

The Company will, subject to Shareholder approval, enter into a deed of indemnity, insurance and access ( Deed ), which will require:

• (a) the Company to indemnify Mr Stalker during the period of his directorship and after the cessation of his directorship, in respect of certain claims made against him in his capacity as a director of the Company to the extent allowable under the Corporations Act;

• (b) the Company to use its reasonable endeavours (subject to cost and availability) to maintain an insurance policy and pay the premiums of insurance as assessed at market rates applicable from time to time, to the extent available under the Corporations Act, for Mr Stalker in respect of certain claims made against him in his capacity as a director of the Company and to continue to pay those premiums for a period of up to 7 years following the termination of his directorship;

• (c) that if the Company cannot procure an insurance policy for Mr Stalker at a reasonable cost it shall advise him and he may refer the matter to an expert (whose decision shall be final and binding on the parties) for determination that the Company has not used its reasonable endeavours and the expert may direct the Company to obtain an insurance policy on the best available terms; and

• (d) the Company to provide Mr Stalker with access, upon ceasing for any reason to be a Director and for a period of up to 7 years following that cessation, to any Company's records which are either prepared or provided to the Director during the period during which he was a director of the Company.

The Deed will also require Mr Stalker to maintain confidentiality and to protect the Company’s intellectual property.

4.3 Summary of indemnity and insurance provisions in the Corporations Act

In considering Resolution 2, Shareholders should be aware of the following limitations in the Corporations Act concerning the provision of indemnities and insurance to the Company’s officers. The deed for which member approval is sought under the resolution, complies with these limitations.

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• (a) Section 199A of the Corporations Act

The Corporations Act now sets out specific prohibitions to the Company’s ability to grant indemnities for liabilities and legal costs.

The Company is prohibited from indemnifying its officers against a liability if it is a liability:

• (i) to the Company or any of its related bodies corporate;

• (ii) to a third party that arose out of conduct involving a lack of good faith; or

• (iii) for a pecuniary penalty order or a compensation order under the Corporations Act (such orders being made for breaches such as breaches of director's duties, the related party rules and insolvent trading rules).

The Company is also prohibited from indemnifying its officers against legal costs incurred:

• (iv) in defending actions where an officer is found liable for a matter for which he or she cannot be indemnified by the Company as set out immediately above;

• (v) in defending criminal proceedings where the officer is found guilty;

• (vi) in defending proceedings brought by the ASIC or a liquidator for a court order if the grounds for making the order are found by the court to be established; or

• (vii) in connection with proceedings for relief to the director under the Corporations Act where the court denies the relief.

• (b) Section 199B of the Corporations Act

If the Company, or a related body corporate of the Company, pays the premium on an insurance policy in favour of Mr Stalker, then section 199B of the Corporations Act requires the Company to ensure that the relevant contract of insurance does not cover liabilities incurred by the officer arising out of conduct involving either:

• (i) a wilful breach of duty in relation to the Company; or

• (ii) contravention of the provisions relating to an officer making improper use of information or improper use of his or her position for his or her advantage or gain, or to the detriment of the Company.

4.4 Shareholder approval

To enable the Company to enter into a deed with Mr Stalker, Resolution 2 seeks Shareholder approval in accordance with the following provisions of the Corporations Act:

• (a) Section 200B of the Corporations Act

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Section 200B of the Corporations Act relevantly provides that the Company cannot give a benefit to Mr Stalker in connection with his retirement from office, without member approval of the Company.

The Directors consider that as the:

• (i) proposed payment of insurance premiums;

• (ii) benefit of the indemnity in relation to liabilities incurred during the period a Director holds office; and

• (iii) Director's access to Company records,

continues for a period of up to 7 years after Mr Stalker ceases to hold office, this may be viewed as the provision of a benefit given 'in connection with' Mr Stalker’s retirement from the Board for the purposes of section 200B of the Corporations Act.

The insurance premiums under the deed will be calculated at the market rates applicable from time to time.

A copy of all company documents will be kept at the Company’s registered office and made available for inspection and copying by Mr Stalker for a period of 7 years after he ceases to hold office, for whatever reason.

• (b) Section 208 of the Corporations Act

Chapter 2E of the Corporations Act prohibits a public company, or an entity that the public company controls, from giving a financial benefit to a related party of the public company unless either:

• (i) the giving of the financial benefit falls within one of the nominated exceptions to the provision (e.g. section 212); or

• (ii) prior shareholder approval of the public company is obtained to the giving of the financial benefit.

For the purposes of Chapter 2E, Mr Stalker as a Director is considered to be a related party of the Company.

The provision of insurance and indemnity to Mr Stalker, as a Director, may involve the provision of a financial benefit to a related party of the Company within the prohibition provided by Chapter 2E of the Corporations Act. The Directors consider that, although the payment of insurance premiums and the provision of indemnities by the Company are 'reasonable in the circumstances' of the Company and therefore are exceptions from the prohibition in Chapter 2E of the Corporations Act, consideration of the reasonable nature of the provision of any indemnity or insurance is an appropriate matter for Shareholders.

In accordance with section 219 of the Corporations Act, the following information is provided to Shareholders to allow them to assess the proposed Resolution 2:

• (iii) the Company proposes to take out an insurance policy which will provide insurance cover for Mr Stalker as a Director against all permitted liabilities incurred by him acting as a Director;

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• (iv) the insurance premiums payable will be calculated at market rates applicable from time to time, if insurance is available, with an indicative range of $5,000 - $10,000 per Director per annum;

• (v) Mr Stalker is a related party of the Company to whom Resolution 2 would permit the giving of benefits.

• (vi) the nature of the benefit to be given to Mr Stalker is the benefit under the proposed deed of indemnity, access and insurance, the terms of which are summarised in section 4.2 of this Explanatory Memorandum;

• (vii) Mr Stalker is not entitled to or wishes to make a recommendation to Shareholders about the proposed resolution as he holds an interest in the benefit proposed to be given by the Company, as he is a proposed party to the Deed. In relation to the benefit under the Deed to be given to Mr Stalker, each of the other Directors has no interest in the outcome of this Resolution 2 and are in favour of the Resolution.

• (viii) neither Mr Stalker nor the Company are aware of any other information that would be reasonably required by Shareholders to make a decision in relation to the benefits contemplated by the proposed Resolution 2;

• (ix) the reasons and basis for the benefit are in section 4.1 of the Explanatory Memorandum;

• (x) the remuneration of Mr Stalker is outlined in section 3.2; and

• (xi) subject to the passing of Resolution 1, Mr Stalker will be granted 3,000,000 Incentive Options.

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Schedule 1 – Definitions

In this Explanatory Memorandum and Notice of General Meeting:

ASIC means Australian Securities and Investments Commission.

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

Board means the Company's board of Directors.

Business Day means a day on which ASX is open for trading.

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

Constitution means the Company's constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Deed means a director's deed of indemnity, access and insurance as summarised in section 4.2 of this Explanatory Memorandum.

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

Explanatory Memorandum means this explanatory memorandum.

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

Incentive Option means an option to acquire a Share on the terms and conditions in Schedule 2.

Listed Options means an option traded on ASX which entitles the holder to subscribe for one Share exercisable at $0.75 each on or before 15 May 2013.

Listing Rules means the listing rules of ASX.

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

Proxy Form means the proxy form attached to the Notice.

Resolution means a resolution referred to in the Notice.

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

Shareholder means a shareholder of the Company.

WST means Western Standard Time.

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

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Schedule 2 – Terms and Conditions of Incentive Options

The 3,000,000 Incentive Options will be issued on the following terms and conditions:

1. The exercise price of each Incentive Option is $1.25 cents ( Exercise Price

2. The Incentive Options will, unless validly exercised, expire ( Expiry Date ) as follows:

3. (a) on 1 December 2013 1,000,000 of the Incentive Options ( 2013 Options );

4. (b) on 1 December 2014 1,000,000 of the Incentive Options ( 2014 Options );

5. (c) on 1 December 2015 1,000,000 of the Incentive Options ( 2015 Options ); and

6. (d) on the date the holder ceases to be the managing director of the Company all Incentive Options that have not vested unless the holder and Company agree otherwise

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

• (e) the holder can have vested and unvested Incentive Options which may expire on different dates; and

• (f) Incentive Options validly exercised before the applicable Expiry Date in (a) to (d) above do not expire if Shares have not been issued in respect to such Incentive Options.

• The Incentive Options will vest and may only be exercised in whole or part as follows:

• (a) 2013 Options any time after 11 November 2011;

• (b) 2014 Options any time after 11 November 2012;

• (c) 2015 Options any time after 11 November 2013; and

• (d) all of the Incentive Options any time during the following periods:

  • (i) the offer period within the meaning of section 624 of the Corporations Act in respect of a takeover bid for all of the fully paid ordinary shares in the capital of the Company ( Share );

  • (ii) after an offer in respect of a takeover bid for all of the Shares is made on an unconditional basis or becomes unconditional; and

  • (iii) after the Company has announced to ASX its agreement with another company of entity for an offer to be made for all of the Shares pursuant to a scheme of arrangement under Part 5.1 of the Corporations Act.

• Each Incentive Option exercised will entitle the holder to one Share.

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

• Subject to item 3 above, Incentive Options may be exercised by the holder completing and forwarding to the Company a Notice of Exercise and payment of the Exercise Price for each Incentive Options being exercised.

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

2. (a) receipt of a Notice of Exercise given in accordance with these terms and conditions and payment of the Exercise Price for each Incentive Option being exercised the Company; and

3. (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

the Company will:

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

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

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

• All Shares issued upon exercise of the Incentive Options will rank pari passu in all respects with the Company's then existing Shares.

• The holder of Incentive Options cannot participate in new issues of securities to holders of Shares unless the Incentive Option has been exercised and the Share has been allotted and registered in respect of the Incentive Option before the record date for determining entitlements to the issue. The Company must give notice to the holder of the Incentive Options of any new issue before the record date for determining entitlements to the issue in accordance with the Listing Rules. Incentive Options can only be exercised in accordance with these terms and conditions.

• If the Company makes a pro rata bonus issue of Shares to holders of Shares (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) and no Shares have been allotted and registered in respect of the exercise of an Incentive Option before the record date for determining entitlements to the bonus issue, then the number of Shares or other securities for which the holder of the Incentive Options is entitled to subscribe on exercise of the Incentive Option is increased by the number of Shares or other securities that the holder of the Incentive Options would have received if the Incentive Option had been exercised before the record date for the bonus issue.

• If the Company makes a pro rata issue of securities (except a bonus issue) to the holders of Shares (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) the exercise price of an Incentive Option shall be reduced according to the formula specified in the Listing Rules.

• In the event of any reorganisation of the issued ordinary capital of the Company (including consolidation, subdivision, reduction or return) the number of Shares attaching to each Incentive Option or the Exercise Price of an Incentive Option or both will be reorganised in the manner as specified in the Listing Rules at the time of the reorganisation.

• Subject to paragraphs 10, 11 and 12, the Exercise Price and the number of Shares to be issued on the exercise of Incentive Options will not change in the event of a new issue of securities by the Company.

• The Company will give notice to each holder of the Incentive Options of any adjustment to the number of Shares which the holder of the Incentive Options is entitled to

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subscribe for or be issued on exercise of an Incentive Option or the Exercise Price of an Incentive Option in accordance with the Listing Rules at that time.

1. Incentive Options are not transferable.

2. Application will not be made for the official quotation on ASX of the Incentive Options.

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BERKELEY RESOURCES LIMITED

ABN 40 052 468 569

P R O X Y F O R M

The Company Secretary Berkeley Resources Limited

By delivery: Level 9, 28 The Esplanade PERTH WA 6000

By post: By facsimile: PO Box Z5083 +61 8 9322 6558 PERTH WA 6831

I/We[1] ________________

of __________________

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

votes in the Company, hereby appoint[2 ] ____________

or failing such appointment the chairman of the General Meeting as my/our proxy to vote for me/us on my/our behalf at the General Meeting of the Company to be held at 10.00am on 1 April 2010 (WST) at Plaza Level, 28 The Esplanade, Perth, Western Australia and at any adjournment thereof in the manner indicated below or, in the absence of indication, as he thinks fit. If 2 proxies are appointed, the proportion or number of votes that this proxy is authorised to exercise is * [ ]% of the Shareholder’s votes*/ [ ] of the Shareholder’s votes. (An additional Proxy Form will be supplied by the Company, on request).

INSTRUCTIONS AS TO VOTING ON RESOLUTION

Important:

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

For Against Abstain

Resolution 1 Approval of issue of Incentive Options to Mr John (Ian) Stalker Resolution 2 Approve Execution of Deed of Indemnity, Access and Insurance

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

Individual or Shareholder 1 Shareholder 2 Shareholder 3 Sole Director and Sole Company Director Director/Company Secretary Secretary

Contact Name Contact Daytime Telephone Date 1Insert name and address of Shareholder 2 Insert name and address of proxy *Omit if not applicable

Proxy Notes:

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

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

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

Joint Holding: where the holding is in more than one name all of the holders must sign. Power of Attorney: if signed under a power of attorney, you must have already lodged it with the registry, or alternatively, attach a certified photocopy of the power of attorney to this Proxy Form when you return it.

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

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

Proxy Forms (and the power of attorney or other authority, if any, under which the Proxy Form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the Proxy Form (and the power of attorney or other authority) must be deposited at or received by facsimile transmission at the Perth office of the Company (Level 9, 28 The Esplanade, Perth, WA, 6000, or by post to PO Box Z5083, Perth, WA, 6831 or Facsimile (08) 9322 6558 if faxed from within Australia or +618 9322 6558 if faxed from outside Australia) not less than 48 hours prior to the time of commencement of the General Meeting (WST).