Berkeley Energia Limited — Proxy Solicitation & Information Statement 2013

Mar 11, 2013

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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 12 April 2013 at 10.00 am (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 do not hesitate to contact the Company by telephone on (08) 9322 6322.

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BERKELEY RESOURCES LIMITED

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NOTICE OF GENERAL MEETING

Notice is hereby given that a 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 12 April 2013 at 10.00 am (WST) ( Meeting ).

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

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on 10 April 2013 at 5.00 pm (WST).

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

AGENDA

1. Resolution 1 – Approval of the Berkeley Performance Rights Plan

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

"That in accordance with Listing Rule 7.2, Exception 9, and for all other purposes, Shareholders approve the performance rights plan for employees (including Directors) and contractors of the Company known as the "Berkeley Performance Rights Plan" and the grant of Performance Rights under the Plan on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this resolution by any Director (except one who is ineligible to participate in any employee incentive scheme in relation to the Company) and any of their 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 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.

In accordance with section 250BD of the Corporations Act, a vote on this Resolution must not be cast by or on behalf of a member of the Key Management Personnel, or a Closely Related Party of such member.

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

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

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

2. Resolution 2 – Approval of the Grant of Performance Rights to a Director – Mr Robert Behets

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

"That subject to the passing of Resolution 1, in accordance with Listing Rule 10.14 and Chapter 2E of the Corporations Act and for all other purposes, Shareholders approve the issue of up to 960,000 Performance Rights to Mr Robert Behets under the Berkeley Performance Rights Plan, for no consideration and on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this resolution by any Director (except one who is ineligible to participate in any employee incentive scheme in relation to the Company) and any of their 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 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.

In accordance with section 250BD of the Corporations Act, a vote on this Resolution must not be cast by or on behalf of a member of the Key Management Personnel, or a Closely Related Party of such member.

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

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

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

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3. Resolution 3 – Approval of the Grant of Performance Rights to a Director – Dr James Ross

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

"That subject to the passing of Resolution 1, in accordance with Listing Rule 10.14 and Chapter 2E of the Corporations Act and for all other purposes, Shareholders approve the issue of up to 400,000 Performance Rights under the Berkeley Performance Rights Plan to Dr James Ross , for no consideration and on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this resolution by any Director (except one who is ineligible to participate in any employee incentive scheme in relation to the Company) and any of their 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 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.

Further, a member of the Key Management Personnel and their Closely Related Parties who are appointed as a proxy will not vote on this Resolution unless:

• (a) the appointment specifies the way the proxy is to vote on this Resolution; or

• (b) the proxy is the Chairman and the appointment expressly authorises the Chairman to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

Dated 28 February 2013

BY ORDER OF THE BOARD

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CLINT MCGHIE

Company Secretary

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BERKELEY RESOURCES LIMITED

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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 Meeting to be held at the Plaza Level, BGC Centre, 28 The Esplanade, Perth, Western Australia on 12 April 2013 at 10.00 am (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.

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

Section 2: Action to be taken by Shareholders Section 3 Background

Section 4: Resolutions 1 – Approval of the Plan

Section 5: Resolution 2 – Approval of the Grant of Performance Rights to a Director – Mr Robert Behets

Section 6: Resolution 3 – Approval of the Grant of Performance Rights to a Director – Dr James Ross Schedule 1: Definitions

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

2. Action to be taken by Shareholders

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

2.1 Proxies

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

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Please note that:

• (a) a member of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy;

• (b) a proxy need not be a member of the Company; and

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

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

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

In accordance with section 250BD of the Corporations Act, a vote on Resolutions 1, 2 or 3 must not be cast (in any capacity) by, or on behalf of:

• (c) a member of the Key Management Personnel; or

• (d) a Closely Related Party of such member.

However, a person described above may cast a vote on Resolution 1, 2 or 3 if the vote is not cast on behalf of a person who is excluded from voting on Resolution 1, 2 or 3, and:

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

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

3. Background

The Directors have convened the Meeting to approve the establishment of the Berkeley Performance Rights Plan ( Plan ), including the grant of Performance Rights to Mr Robert Behets and Dr James Ross, Directors of the Company, under the Plan.

The Plan has been designed to reward superior performance based on materially improved Company performance in terms of growth in the value of the Company and resulting increases in Shareholder value. The Plan is intended to replace the existing Employee Share Option Plan which was most recently approved by Shareholders in September 2011.

Further details of the Plan are in Section 4.1 of this Explanatory Memorandum.

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4. Resolution 1 – Approval of the Plan

4.1 Background

The Plan provides for the issuance of Performance Rights which, upon a determination by the Board that the performance conditions attached to the Performance Rights have been met, will result in the issue of one ordinary Share in the Company for each Performance Right.

The Company wishes to exempt issues of securities under the Plan from contributing towards the rolling annual limit of 15% of issued Shares prescribed by Listing Rule 7.1. This limit otherwise applies to all new issues of equity securities made without Shareholder approval. Shareholder approval of the Plan is therefore sought under Listing Rule 7.2, Exception 9, whereby the Shareholders may approve in advance the issue of securities made under the Plan as an exception to the limit under Listing Rule 7.1.

No securities have been issued under the Plan and the Plan has not previously been approved by Shareholders.

Pursuant to the Listing Rules, Shareholders must re-approve the Plan and all unallocated Performance Rights issuable pursuant thereto every three years.

Further information about the Plan is set out below. A copy of the Plan can be obtained by contacting the Company.

Reasons for the new Plan

To achieve its corporate objectives, the Company needs to attract and retain its key staff, whether employees or contractors The Board believes that grants made to eligible participants under the Plan will provide a powerful tool to underpin the Company's employment and engagement strategy, and that the implementation of the Plan will:

• (a) enable the Company to incentivise and retain existing key management personnel and other eligible employees and contractors needed to achieve the Company's business objectives;

• (b) enable the Company to recruit, incentivise and retain additional key management personnel and other eligible employees and contractors needed to achieve the Company's business objectives;

• (c) link the reward of key staff with the achievements of strategic goals and the long term performance of the Company;

• (d) align the financial interest of participants of the Plan with those of Shareholders; and

• (e) provide incentives to participants of the Plan to focus on superior performance that creates Shareholder value.

Outline of the Plan

This section gives a brief outline of how the Board intends to implement initial participation under the rules of the proposed Plan.

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Participation

Carefully designed, performance linked, equity plans are widely considered to be very effective in providing long term incentives to staff. They are also used to attract and retain staff by providing them with the opportunity to participate in the creation of a valuable personal asset – a financial stake in the Company.

As part of the Company's strategy, the Board wishes to be in a position to grant Performance Rights under the Plan to employees (including Directors) and eligible contractors, to achieve the objectives outlined above. A Performance Right is a right to be issued a Share upon satisfaction of certain performance conditions that are attached to the Performance Right, as determined by the Board.

In accordance with the requirements of the Listing Rules, prior Shareholder approval will be required before any Director or related party of the Company can participate in the Plan.

Overview of the Plan rules and terms and conditions

The Board is cognizant of general Shareholder concern that long-term equity based rewards for staff should be linked to the achievement by the Company of a performance condition. Performance Rights granted under the Plan to eligible participants will be subject to performance conditions as determined by the Board from time to time. These performance conditions must be satisfied in order for the Performance Rights to vest. Upon Performance Rights vesting, Shares are automatically issued.

The Board considers the Plan a crucial mechanism to encourage and retain high level executive, employee and contractor performance. The Board intends to implement the Plan, and set the performance conditions, in a manner designed to incentivise and reward high level executive, employee and contractor performance.

The main features of the Plan (and the terms and conditions to be attached to the Plan) are summarised as follows:

Eligible Participants: The eligible participants under the Plan are full time employees and permanent part-time employees of the Company and its subsidiaries (including Directors) ( 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 Plan ( Eligible Contractors ). In accordance with the Listing Rules, prior Shareholder approval will be required before any Director or related party of the Company can participate in the Plan and be granted Performance Rights.

Limits on Entitlement (in accordance with ASIC class order 03/184): An offer of Performance Rights may only be made under the Plan if the number of Shares that may be acquired on exercise of those Performance Rights, when aggregated with:

• (a) the number of Shares which would be issued if each outstanding offer, right or option to acquire unissued Shares, being an offer made or right or option acquired pursuant to the Plan or any other incentive scheme, was to be accepted or exercised (as the case may be); or

• (b) the number of Shares issued during the previous 5 years pursuant to the Plans or any other incentive scheme; but

• (c) disregarding an offer made, or Performance Rights acquired or Shares issued by way of or as a result of:

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

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

• (iii) an offer made under a disclosure document;

does not exceed 5% of the total number of issued Shares as at the time of the offer.

Individual Limits: The Plan does not set out a maximum number of Shares that may be made issuable to any one person or company.

Consideration Payable: Performance Rights will be issued for no consideration and no amount will be payable upon exercise thereof.

Offer and Performance Conditions: The Performance Rights issued under the 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.

Milestone Date, 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.

The performance conditions of Performance Rights may have a milestone date as determined by the Board in its absolute discretion and will be specified in the Offer. The Board shall have discretion to extend a milestone date where the Board (in its sole discretion) considers that unforeseen circumstances or events have caused a delay in achieving the performance condition by the milestone date. The Board shall not be permitted to extend the milestone date beyond the expiry date of the Performance Rights.

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. 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 Plan for any reason (other than as a result of retirement, disability, bona fide redundancy or death).

Retirement, Disability, Redundancy, Death or Removal as a Director: Under the 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, 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. The Board has discretion to vary this condition in the case of a participant's removal from managerial or executive office.

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

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become Shares to be forfeited. In the event the underlying 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.

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.

Takeover Bid or Change of Control: All Performance Rights automatically vest in the event of:

• (a) Court orders a meeting to be held in relation to a proposed compromise or arrangement for the purposes of, or in connection with, a scheme for the reconstruction of the Company or its amalgamation with any other company or companies and the shareholders of the Company approve the proposed compromise or arrangement at such meeting;

• (b) a takeover bid (as defined in the Corporations Act) is announced, has become unconditional and the person making the takeover bid has a relevant interest in 50% or more of the shares in the Company; or

• (c) any person acquires a relevant interest in 50.1% or more shares in the Company by any other means.

Alteration in Share Capital: Appropriate adjustments will be made to the number of Performance Rights in accordance with the 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.

Pro Rata Issue of Securities: If, during the term of any Performance Rights, the Company makes a pro rata issue of securities to the Company's shareholders by way of a rights issue, the holder thereof shall be entitled to participate in the rights issue on the same terms as the Company's shareholders as if the holder held that number of Shares equal to the number of Shares issuable to the holder if all of the holder's Performance Rights were exercised prior to the record date for determining entitlement under the pro rata issue.

A holder will not be entitled to any adjustment to the number of Shares he or she is entitled to under any Performance Rights or adjustment to any Performance Condition which is based, in whole or in part, upon the Company’s Share price, as a result of the Company undertaking a rights issue.

Bonus Issue: If, during the term of any Performance Rights, the Company completes a bonus issue, the number of 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.

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.

Termination, Suspension or Amendment: The Board may terminate, suspend or amend the Plan at any time subject to any resolution of the Company required by the Listing Rules.

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4.2 Initial Performance Conditions

The Board is intending to grant Performance Rights in four (4) milestone based tranches with the milestone dates as follows:

Tranche	Performance Condition	Milestone Date	Initial allocation to eligible participants*
1.	Pre-Feasibility Study Milestonemeans delivery of a positive Pre-Feasibility Study and the Company making a decision to proceed to Definitive Feasibility Study, evidenced by the Board resolving to continue as such.	31 December 2013	648,000
2.	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.	31 December 2014	648,000
3.	Project Construction Milestonemeans 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.	31 December 2015	998,000
4.	Production Milestonemeans achievement of first uranium production.	31 December 2016	1,098,000

• 960,000 Performance Rights to be issued to Mr Robert Behets and 400,000 Performance Rights to be issued to Dr James Ross, Directors of the Company, have not been included in the initial allocation as they are subject to Shareholder approval under Resolutions 2 and 3 of this Notice respectively. The initial allocation is based on the current intention of the Board and is subject to change or amendment should new appointments be made.

The Performance Rights shall have the following expiry dates:

• (a) Tranche 1 Performance Rights shall expire on 30 June 2014;

• (b) Tranche 2 Performance Rights shall expire on 30 June 2015;

• (c) Tranche 3 Performance Rights shall expire on 31 December 2016; and

• (d) Tranche 4 Performance Rights shall expire on 31 December 2017.

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 Right will lapse.

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4.3 Specific Information Required by Listing Rule 7.2

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

• (a) The material terms of the Plan are summarised above.

• (b) This is the first approval sought under Listing Rule 7.2 Exception 9 with respect to the Plan.

• (c) No securities have been issued under the Plan.

• (d) A voting exclusion statement has been included for the purposes of Resolution 1.

5. Resolution 2 – Approval of the Grant of Performance Rights to a Director – Mr Robert Behets

5.1 Background

The Company proposes to grant a total of 960,000 Performance Rights (0.54% of the Company’s issued and outstanding Shares as of the date of this Explanatory Memorandum) to Mr Behets, a Director, under the Plan. The principal terms of the Performance Rights to be granted to Mr Behets are summarised in Section 4 above.

Mr Behets has been a Director of Berkeley since April 2012 and he has played a key role in the progression of the Company since this date and will continue to be involved in the development of the Salamanca Project.

Mr Behets is a geologist with over twenty four years’ experience in the mineral exploration and mining industry in Australia and internationally. Most recently, 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, he 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 a current member of the Australasian Joint Ore Reserve Committee (JORC).

In the Company’s present circumstances, the Board considers that the incentive to Mr Behets that will be represented by the grant of these Performance Rights, are a cost effective and efficient reward for the Company to make to appropriately incentivise the continued performance of Mr Behets and are consistent with the strategic goals and targets of the Company.

The Performance Rights to be granted to Mr Behets will be granted under the Plan. Mr Behets will be granted 240,000 Tranche 1 Performance Rights, 240,000 Tranche 2 Performance Rights, 240,000 Tranche 3 Performance Rights and 240,000 Tranche 4 Performance Rights.

The Performance Rights will be issued to Mr Behets on the following performance conditions and milestone dates:

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Tranche	Performance Condition	Milestone Date	Allocation to Mr Robert Behets
1.	Pre-Feasibility Study Milestonemeans delivery of a positive Pre-Feasibility Study and the Company making a decision to proceed to Definitive Feasibility Study, evidenced by the Board resolving to continue as such.	31 December 2013	240,000
2.	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.	31 December 2014	240,000
3.	Project Construction Milestonemeans 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.	31 December 2015	240,000
4.	Production Milestonemeans achievement of first uranium production.	31 December 2016	240,000
		Total	960,000

If the performance condition of a Performance Right is satisfied prior to the relevant milestone date, the Performance Right will vest. If the performance condition of a Performance Right is not achieved by the earlier of the milestone date or the expiry date then the Performance Right will lapse.

The Performance Rights to be granted to Mr Behets shall have the following expiry dates:

• (a) Tranche 1 Performance Rights shall expire on 30 June 2014;

• (b) Tranche 2 Performance Rights shall expire on 30 June 2015;

• (c) Tranche 3 Performance Rights shall expire on 31 December 2016; and

• (d) Tranche 4 Performance Rights shall expire on 31 December 2017.

Shareholder approval is required under Listing Rule 10.14 and section 208 of the Corporations Act for the proposed grant of the Performance Rights because the Directors are related parties of the Company.

As Shareholder approval is sought under Listing Rule 10.14, approval under Listing Rule 7.1 is not required.

Resolution 2 is an ordinary resolution.

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5.2 Specific information required by Listing Rule 10.15 and section 219 of the Corporations Act

Listing Rule 10.15 and section 219 of the Corporations Act requires that the following information be provided to Shareholders for the purpose of obtaining Shareholder approval for the grant:

• (a) the Performance Rights will be granted to Mr Behets, a Director of the Company;

• (b) the maximum number of Performance Rights to be granted to Mr Behets pursuant to Resolution 2 is 960,000 comprising of 240,000 Tranche 1 Performance Rights, 240,000 Tranche 2 Performance Rights, 240,000 Tranche 3 Performance Rights and 240,000 Tranche 4 Performance Rights. The actual number of Performance Rights that vest is dependent on the achievement of the performance conditions as described above;

• (c) the Performance Rights will be granted as incentive Performance Rights and will be granted for no monetary consideration. Further, no monies will be payable on the conversion of the Performance Rights into Shares;

• (d) no loans will be made in relation to, and no funds will be raised from, the issue or vesting of the Performance Rights;

• (e) under the rules of the Plan, only eligible participants under the Plan are full time employees, permanent part-time employees and contractors of the Company and its subsidiaries (including Directors) are entitled to participate in the Plan. Mr Behets has been determined to be an eligible employee for the purposes of the Plan;

• (f) the Company will grant the Performance Rights no later than 12 months after the date of the Meeting or such longer period of time as ASX may in its discretion allow;

• (g) there have not been any Performance Rights granted under the Plan to date;

• (h) Mr Behets has an interest in Resolution 2 under which Performance Rights will be granted and therefore believes it inappropriate to make a recommendation. The other Directors (none of whom have an interest in the outcome of this Resolution) are unanimously in favour of the grant of the Performance Rights, and recommend that Shareholders vote in favour of this Resolution 2;

• (i) the reason for these recommendations is that the Directors believe that the grant of Performance Rights provides cost effective consideration to Mr Behets for his ongoing commitment and contribution to the Company;

• (j) the Directors do not consider that from an economic and commercial point of view, there are any costs or detriments including opportunity costs for the Company or benefits foregone by the Company in granting the Performance Rights;

• (k) the current security holdings of Mr Behets are as follows:

Name of Director	Shares	Options
Mr Robert Behets	1,000,000	1,000,000

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Notes:

1. 1,000,000 Options are exercisable at $0.45 each on or before 30 June 2016.

• (l) Mr Behets receives directors fees of A$50,000 (inclusive of superannuation) per annum. Mr Behets is also entitled to receive consulting fees for the provision of additional management and technical services under a services agreement at the rate of $1,200 per day.

• (m) Mr Behets received the received the following remuneration and emoluments from the Company (including share based payments) in the financial year ending 30 June 2012:

Name of Director	Salary and fees	Share based payments	Total remuneration
Robert Behets	29,329	-	29,329

• (n) Mr Behets is expected to receive the following remuneration and emoluments from the Company (including share based payments) in the financial year ending 30 June 2013:

Name of Director	Salary and fees	Share based payments	Total remuneration
Robert Behets	160,000	70,000	230,000

• (o) on the basis of the assumptions below, independent accountants BDO Corporate Finance (WA) Pty Ltd has determined the technical value of one Performance Right approximates A$0.457, being the seven (7) day VWAP of the Company’s Share price on 15 February 2013;

• (p) the exercise of the Performance Rights as outlined in Resolution 2 will result in a dilution of all other Shareholders’ holdings in the Company of 0.53% based on issued Shares as at the date of this Explanatory Memorandum and 0.5% on a fully diluted basis;

• (q) historical Share price information for the last twelve months is as follows:

	Price	Date
Highest	0.54	19 February 2013
Lowest	0.315	28 February 2012
Last	0.47	27 February 2013

• (r) other than the information above and otherwise in this Explanatory Memorandum, the Company believes that there is no other information that would be reasonably required by Shareholders to pass Resolution 2; and

• (s) a voting exclusion statement is included in the Notice.

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6. Resolution 3 – Approval of the Grant of Performance Rights to a Director – Dr James Ross

6.1 Background

The Company proposes to grant a total of 400,000 Performance Rights (0.2% of the Company’s issued and outstanding Shares as of the date of this Explanatory Memorandum) to Dr Ross, a Director, under the Plan. The principal terms of the Performance Rights to be granted to Dr Ross are summarised in Section 4 above.

Dr Ross has been a Director of Berkeley since February 2005 and he has played a key role in the development of the Company to date and will continue to be involved in the progression of the Salamanca Project.

Dr Ross is a leading international geologist whose technical qualifications include an honours degree in Geology at UWA and a PhD in Economic Geology from UC Berkeley. He first worked with Western Mining Corporation Limited for 25 years, where he held senior positions in exploration, mining and research. Subsequent appointments have been at the level of Executive Director, Managing Director and Chairman in a number of small listed companies in exploration, mining, geophysical technologies, renewable energy and timber. His considerable international experience in exploration and mining includes South America, Africa, South East Asia and the Western Pacific.

In the Company’s present circumstances, the Board considers that the incentive to Dr Ross that will be represented by the grant of these Performance Rights, are a cost effective and efficient reward for the Company to make to appropriately incentivise the continued performance of Dr Ross and are consistent with the strategic goals and targets of the Company.

The Performance Rights to be granted to Dr Ross will be granted under the Plan. Dr Ross will be granted 100,000 Tranche 1 Performance Rights, 100,000 Tranche 2 Performance Rights, 100,000 Tranche 3 Performance Rights and 100,000 Tranche 4 Performance Rights.

The Performance Rights will be issued to Dr Ross on the following performance conditions and milestone dates:

Tranche	Performance Condition	Milestone Date	Allocation to Dr James Ross
1.	Pre-Feasibility Study Milestonemeans delivery of a positive Pre-Feasibility Study and the Company making a decision to proceed to Definitive Feasibility Study, evidenced by the Board resolving to continue as such.	31 December 2013	100,000
2.	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.	31 December 2014	100,000

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Tranche	Performance Condition	Milestone Date	Allocation to Dr James Ross
3.	Project Construction Milestonemeans 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.	31 December 2015	100,000
4.	Production Milestonemeans achievement of first uranium production.	31 December 2016	100,000
		Total	400,000

If the performance condition of a Performance Right is satisfied prior to the relevant milestone date, the Performance Right will vest. If the performance condition of a Performance Right is not achieved by the earlier of the milestone date or the expiry date then the Performance Right will lapse.

The Performance Rights to be granted to Dr Ross shall have the following expiry dates:

• (a) Tranche 1 Performance Rights shall expire on 30 June 2014;

• (b) Tranche 2 Performance Rights shall expire on 30 June 2015;

• (c) Tranche 3 Performance Rights shall expire on 31 December 2016; and

• (d) Tranche 4 Performance Rights shall expire on 31 December 2017.

Shareholder approval is required under Listing Rule 10.14 and section 208 of the Corporations Act for the proposed grant of the Performance Rights because the Directors are related parties of the Company.

As Shareholder approval is sought under Listing Rule 10.14, approval under Listing Rule 7.1 is not required.

Resolution 3 is an ordinary resolution.

6.2 Specific information required by Listing Rule 10.15 and section 219 of the Corporations Act

Listing Rule 10.15 and section 219 of the Corporations Act requires that the following information be provided to Shareholders for the purpose of obtaining Shareholder approval for the grant:

• (a) the Performance Rights will be granted to Dr Ross, a Director of the Company;

• (b) the maximum number of Performance Rights to be granted to Dr Ross pursuant to Resolution 3 is 400,000 comprising of 100,000 Tranche 1 Performance Rights , 100,000 Tranche 2 Performance Rights 100,000 Tranche 3 Performance Rights and 100,000 Trance 4 Performance Rights. The actual

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number of Performance Rights that vest is dependent on the achievement of the performance conditions as described above;

• (c) the Performance Rights will be granted as incentive Performance Rights and will be granted for no monetary consideration. Further, no monies will be payable on the conversion of the Performance Rights into Shares;

• (d) no loans will be made in relation to, and no funds will be raised from, the issue or vesting of the Performance Rights;

• (e) under the rules of the Plan, only eligible participants under the Plan are full time employees, permanent part-time employees and contractors of the Company and its subsidiaries (including Directors) are entitled to participate in the Plan. Dr Ross has been determined to be an eligible employee for the purposes of the Plan;

• (f) the Company will grant the Performance Rights no later than 12 months after the date of the Meeting or such longer period of time as ASX may in its discretion allow;

• (g)

• there have not been any Performance Rights granted under the Plan to date;

• (h) Dr Ross has an interest in Resolution 3 under which Performance Rights will be granted and therefore believes it inappropriate to make a recommendation. The other Directors (none of whom have an interest in the outcome of this Resolution) are unanimously in favour of the grant of the Performance Rights, and recommend that Shareholders vote in favour of this Resolution 3;

• (i) the reason for these recommendations is that the Directors believe that the grant of Performance Rights provides cost effective consideration to Dr Ross for his ongoing commitment and contribution to the Company;

• (j) the Directors do not consider that from an economic and commercial point of view, there are any costs or detriments including opportunity costs for the Company or benefits foregone by the Company in granting the Performance Rights;

• (k) the current security holdings of Dr Ross are as follows:

Name of Director	Shares	Options
Dr James Ross	315,000	257,500

Notes:

1. 257,500 Options are exercisable at $0.75 each on or before 15 May 2013.

• (l) Dr Ross receives directors fees of A$50,000 (inclusive of superannuation) per annum. Dr Ross is also entitled to receive consulting fees for the provision of additional management and technical services under a services agreement at the rate of $1,200 per day;

• (m) Dr Ross received the received the following remuneration and emoluments from the Company (including share based payments) in the financial year ending 30 June 2012:

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Name of Director	Salary and fees	Share based payments	Total remuneration
James Ross	134,267	-	134,267

• (n) Dr Ross is expected to receive the following remuneration and emoluments from the Company (including share based payments) in the financial year ending 30 June 2013:

Name of Director	Salary and fees	Share based payments	Total remuneration
James Ross	80,000	29,000	109,000

• (o) on the basis of the assumptions below, independent accountants BDO Corporate Finance (WA) Pty Ltd has determined the technical value of one Performance Right approximates A$0.457, being the seven (7) day VWAP of the Company’s Share price on 15 February 2013;

• (p) the exercise of the Performance Rights as outlined in Resolution 3 will result in a dilution of all other Shareholders’ holdings in the Company of 0.22% based on issued Shares as at the date of this Explanatory Memorandum and 0.20% on a fully diluted basis;

• (q) historical Share price information for the last twelve months is as follows:

	Price	Date
Highest	0.54	19 February 2013
Lowest	0.315	28 February 2012
Last	0.47	27 February 2013

• (r) other than the information above and otherwise in this Explanatory Memorandum, the Company believes that there is no other information that would be reasonably required by Shareholders to pass Resolution 3; and

• (s) a voting exclusion statement is included in the Notice.

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Schedule 1 - Definitions

In this Explanatory Memorandum and Notice

ASIC means Australian Securities and Investments Commission.

ASX means ASX Limited.

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

Board means the board of Directors.

Closely Related Party means:

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

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

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Explanatory Memorandum means the explanatory memorandum attached to the Notice.

Feasibility Study means a comprehensive technical and economic study (including a preliminary feasibility study) which assesses sufficient aspects of the development, construction and operation of a mine and associated treatment facilities.

Listing Rules means the listing rules of ASX.

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

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

Notice means this notice of meeting.

Offer has the meaning given in Section 4.1 of the Explanatory Memorandum.

Performance Right means a performance right granted under the Plan.

Plan has the meaning given in Section 2.2 of the Explanatory Memorandum.

Proxy Form means the proxy form attached to the Notice.

Resolution means a resolution contained in this Notice.

Schedule means a schedule to this Notice.

Section means a section of the Explanatory Memorandum.

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, being the time in Perth, Western Australia.

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

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THIS PAGE IS LEFT BLANK INTENTIONALLY

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BERKELEY RESOURCES LIMITED ABN 40 052 468 569

PROXY FORM (Please complete both pages and sign where indicated overleaf)

The Company Secretary Berkeley Resources Limited

By delivery:		By post:	By facsimile:
Level 9, 28 The Esplanade		PO Box Z5083	+61 8 9322 6558
PERTH WA 6000		PERTH WA 6831
Name of
Shareholder:
Address of
Shareholder:
Number of Shares
entitled to vote:

Please mark  to indicate your directions. Please indicate your voting instructions overleaf. Further instructions for completing the form are also provided overleaf.

Proxy appointments will only be valid and accepted by the Company if they are made and received no later than 48 hours before the Meeting.

Step 1 – Appoint a Proxy to Vote on Your Behalf

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

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

or failing the person/body corporate named, or if no person/body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf, including to vote in accordance with the following directions (or, if no directions have been given, and to the extent permitted by law, as the proxy sees fit), at the General Meeting of the Company to be held at 10.00am (Perth time) on 12 April 2013, at the Plaza Level, BGC Centre, 28 The Esplanade, Perth Western Australia and at any adjournment or postponement of that Meeting.

Important – If the Chairman of the Meeting is your proxy or is appointed your proxy by default

By marking the box below, you are directing the Chairman of the Meeting to vote in accordance with the Chairman's voting intentions as set out below and in the Notice of Meeting. If you do not mark the box below, and you have not directed the Chairman of the Meeting how to vote on Resolutions 1, 2 & 3, the Chairman of the Meeting will not cast your votes on Resolutions 1, 2 & 3 and your votes on Resolutions 1, 2 & 3 will not be counted in computing the required majority if a poll is called on these Resolutions. If you appoint the Chairman of the Meeting as your proxy you can direct the Chairman how to vote by either marking the boxes in Step 2 below (for example if you wish to vote against or abstain from voting) or by marking the box below (in which case the Chairman of the Meeting will vote in favour of Resolutions 1, 2 & 3).

The Chairman of the Meeting intends to vote all available proxies in favour of Resolutions 1, 2 & 3.

I/We direct the Chairman of the Meeting to vote in accordance with the Chairman's voting intentions on  Resolutions 1, 2 & 3 (except where I/we have indicated a different voting intention below) and acknowledge that the Chairman of the Meeting may exercise my proxy even if the Chairman of the Meeting has an interest in the outcome of these Resolutions and that votes cast by the Chairman, other than as proxy holder, would be disregarded because of that interest.

Step 2 - Instructions as to Voting on Resolutions

The Chairman of the Meeting intends to vote available proxies in favour of Resolutions 1, 2 & 3.

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

	For	Against	Abstain
Resolution 1 Approval of the Berkeley Performance Rights Plan
Resolution 2 Approval of the Grant of Performance Rights to a Director – Mr Robert Behets
Resolution 3 Approval of the Grant of Performance Rights to a Director – Dr James Ross

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

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

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 Meeting (WST).