Berkeley Energia Limited — Proxy Solicitation & Information Statement 2015

Jun 29, 2015

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A B N 4 0 0 5 2 4 6 8 5 6 9

To be renamed “Berkeley Energy Corporation Limited”

NOTICE OF GENERAL MEETING

A General Meeting of the Company will be held at Level 14, 197 St Georges Terrace, Perth, Western Australia on Friday 31 July 2015 at 11:00am (WST).

The 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 Secretary by telephone on (08) 9322 6322.

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

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BERKELEY RESOURCES LIMITED ABN 40 052 468 569

NOTICE OF GENERAL MEETING

Notice is hereby given that a general meeting of Shareholders of Berkeley Resources Limited ( Company ) will be held at Level 14, 197 St Georges Terrace, Perth, Western Australia on Friday 31 July 2015 at 11:00am (WST) ( Meeting ).

The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of the 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 of the Company on 29 July 2015 at 5:00pm (WST).

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

AGENDA

1. Resolution 1 – Change of Company Name

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

"That, pursuant to and in accordance with section 157(1) of the Corporations Act and for all other purposes, Shareholders adopt 'Berkeley Energy Corporation Limited' as the new name of the Company on the terms and conditions in the Explanatory Memorandum."

2. Resolution 2 – Renewal of Performance Rights Plan

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

"That for the purposes of Listing Rule 7.2, Exception 9, and for all other purposes, Shareholders approve the Performance Rights Plan, and the grant of Performance Rights under the Performance Rights Plan, on the terms and conditions set out 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.

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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.

3. Resolution 3 – Approval to Vary Terms of Existing Performance Rights

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

"That, subject to ASX granting the Company a waiver from Listing Rule 6.23.3 on terms acceptable to the Company, for the purposes of Listing Rule 6.23.4 and for all other purposes, Shareholders approve the amendment to the terms and conditions of Performance Rights previously issued to Directors, key employees and key consultants of the Company under the Performance Rights Plan, on the terms and conditions in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast on this resolution by any person who holds a Performance Right which is the subject of this Resolution 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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4. Resolution 4 – Approval to Grant Performance Rights to North Asia Metals Ltd

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

"That for the purposes of Listing Rule 10.14 and for all other purposes, Shareholders approve the issue of up to 1,600,000 Performance Rights to North Asia Metals Ltd (or its nominee), under the Performance Rights Plan, for no consideration and on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this resolution by any Director who is eligible to participate in the Performance Rights Plan 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.

5. Resolution 5 – Approval to Grant Performance Rights to Mr Robert Behets

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

"That for the purposes of Listing Rule 10.14 and for all other purposes, Shareholders approve the issue of up to 250,000 Performance Rights to Mr Robert Behets (or his nominee), under the Performance Rights Plan, for no consideration and on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this resolution by any Director who is eligible to participate in the Performance Rights Plan and any of their associates.

However, the Company will not disregard a vote if:

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• (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.

BY ORDER OF THE BOARD

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Clinton McGhie Company Secretary Dated: 26 June 2015

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BERKELEY RESOURCES LIMITED ABN 40 052 468 569

EXPLANATORY MEMORANDUM

1. Introduction

The Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at Level 14, 197 St Georges Terrace, Perth, Western Australia on Friday 31 July 2015 at 11:00am (WST).

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

The 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	Resolution 1 – Change of Company Name
Section 5:	Resolution 2 – Renewal of Performance Rights Plan
Section 6:	Resolution 3 – Approval to Vary Terms of Existing Performance Rights
Section 7:	Resolution 4 – Approval to Grant Performance Rights to North Asia Metals Ltd
Section 8:	Resolution 5 – Approval to Grant Performance Rights to Mr Robert Behets
Section 9:	Disclaimers

The Schedules and Proxy Form are located at the end of the Explanatory Memorandum.

2. Action to be taken by Shareholders

Shareholders should read the Notice including the 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 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 2 - 5 must not be cast (in any capacity) by, or on behalf of:

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

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

However, a person described above may cast a vote on Resolution 2, 3, 4 or 5 if the vote is not cast on behalf of a person who is excluded from voting on Resolution 2, 3, 4 or 5, 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

This Meeting has been called by the Board of Berkeley to seek approval for the following matters.

3.1 Resolution 1 – Change of Company Name

Resolution 1 seeks Shareholder approval pursuant to section 157(1) of the Corporations Act to change the Company's name to "Berkeley Energy Corporation Limited". The change of name is intended to more closely reflect Berkeley's focus as a uranium exploration and development company.

Further information is set out in Section 4.

3.2 Resolution 2 – Renewal of Performance Rights Plan

Resolution 2 seeks Shareholder approval to renew the Company’s Performance Rights Plan, as required every 3 years under the ASX Listing Rules. The Company last

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obtained approval for its Performance Rights Plan when it was adopted on 12 April 2013 and under ASX Listing Rules, that approval will expire on 12 April 2016.

Accordingly, the Company is seeking to "renew" the approval of the Performance Rights Plan and the Company's ability to issue Performance Rights under the Performance Rights Plan for a period of a further 3 years.

Further details are provided in Section 5.

3.3 Resolution 3 – Approval to Vary Terms of Existing Performance Rights

Resolution 3 seeks Shareholder approval to amend the terms of all existing Performance Rights currently on issue to extend the respective milestone and expiry dates by which the Performance Conditions must be satisfied by 24 months ( Amendment ).

The Company has decided to seek approval to amend the respective milestone and expiry dates by which the Performance Conditions must be satisfied to ensure that the Performance Conditions are correctly aligned with the current strategy and objectives of the Company. The Company has decided to seek approval to extend the respective milestone and expiry dates of existing Performance Rights to ensure that key employees and contractors remain motivated and are not disadvantaged by factors beyond their control.

Approval of Resolution 3 is subject to ASX granting the Company a waiver from Listing Rule 6.23.3 on terms acceptable to the Company. Further details are provided in Section 6.

3.4 Resolution 4 – Approval to Grant Performance Rights to North Asia Metals Ltd

Resolution 4 seeks Shareholder approval, for the grant of 1,600,000 Performance Rights to North Asia Metals Ltd (or its nominee) as part of the non-cash incentive component of the consultancy deed under which Mr Paul Atherley is engaged as Managing Director of the Company.

The proposed grant of Performance Rights was announced on 17 June 2015. Mr Atherley will commence as Managing Director on 1 July 2015.

In the Company’s present circumstances, the Board considers that the grant of these Performance Rights to North Asia Metals Ltd is a cost effective and efficient reward for the Company to make to appropriately incentivise the continued performance of Mr Atherley and are consistent with the strategic goals and targets of the Company.

Further details, including in relation to Mr Atherley's qualifications and experience, are provided in Section 7.

3.5 Resolution 5 –Approval to Grant Performance Rights to Mr Robert Behets

Resolution 5 seeks Shareholder approval, for the grant of 250,000 Performance Rights to Mr Robert Behets (or his nominee) as part of the non-cash incentive component of his remuneration as a key consultant and Non-Executive Director of the Company.

The Board has reviewed Mr Behets’ remuneration arrangements and has decided to offer Mr Behets additional Performance Rights as part of his long term incentive package. The Company has set performance criteria for these Performance Rights to ensure that they only vest upon achievement of fundamental milestones that will drive

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the long term value of the Company’s securities. These performance criteria are satisfaction of the Zona 7 Scoping Study Milestone and Expanded Definitive Feasibility Study Milestone. As part of the Board’s review, Mr Behets’ fixed directors’ fee will be reduced to $30,000 per annum with effect from 1 July 2015 and the daily rate for his consulting services will not change.

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

Further details are provided in Section 8.

4. Resolution 1 – Change of Company Name

In accordance with section 157 of the Corporations Act, if a company wants to change its name, it must pass a special resolution adopting a new name.

Resolution 1 seeks Shareholder approval for the change of name of the Company to "Berkeley Energy Corporation Limited". The change of name is intended to more closely reflect Berkeley’s focus as a uranium exploration and development company.

Resolution 1 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

The change of name will take effect on the date that ASIC alters the details of the Company’s registration.

The Company will continue to use “BKY” as its ASX and AIM listing code.

The Directors recommend that Shareholders vote in favour of Resolution 1.

5. Resolution 2 - Renewal of Performance Rights Plan

5.1 Background

Resolution 2 seeks Shareholder approval, pursuant to Listing Rule 7.2 Exception 9, to renew the Company’s Performance Rights Plan, as required every 3 years under the ASX Listing Rules.

The Company last obtained approval under Listing Rule 7.2 Exception 9, when it adopted the Performance Rights Plan on 12 April 2013. Approval under Listing Rule 7.2 Exception 9 lasts for a period of three years and, consequently, that approval will expire on 12 April 2016. Accordingly, the Company is seeking to "renew" the approval of the Performance Rights Plan and the Company's ability to issue Performance Rights under the Performance Rights Plan as an exception to Listing Rule 7.1, for a period of a further 3 years from the date on which Resolution 2 is passed.

Listing Rule 7.2 Exception 9 operates as one of the exceptions to Listing Rule 7.1. The effect of Shareholder approval under Listing Rule 7.2 Exception 9 is that any issues of securities under the Performance Rights Plan are treated as having been made with the approval of shareholders for the purposes of Listing Rule 7.1.

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The Performance Rights Plan has operated since 12 April 2013. It is intended to assist the Company to attract and retain key staff, whether employees or contractors. The Board believes that grants made to eligible participants under the Performance Rights Plan will provide a powerful tool to underpin the Company's employment and engagement strategy, and that the Performance Rights 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 achievement of strategic goals and the long term performance of the Company;

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

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

Since the Performance Rights Plan was adopted by Shareholders on 12 April 2013, a total of 5,162,000 Performance Rights have been issued to Directors, key employees and key contractors under the Performance Rights Plan.

Of the 5,162,000 Performance Rights issued under the Performance Rights Plan, 968,000 Performance Rights have converted into 968,000 Shares upon satisfying the relevant Performance Conditions, a further 1,118,000 Performance Rights have expired and 300,000 Performance Rights have been cancelled.

At the date of this Notice, the Company had 2,776,000 Performance Rights on issue as follows:

Tranche	Performance Condition	Milestone Date	Expiry Date	No. Performance Rights
3.	Construction Milestone	31 December 2015	31 December 2016	1,328,000
4.	Production Milestone	31 December 2016	31 December 2017	1,448,000
			Total	2,776,000

5.2 Listing Rule 7.1 and Listing Rule 7.2, Exception 9

Listing Rule 7.1 provides that a company must not (subject to specified exceptions), without the approval of shareholders, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to convert to equity (such as a Performance Right), if the number of those securities exceeds 15% of the number of ordinary securities on issue at the commencement of that 12 month period.

Listing Rule 7.2, Exception 9 operates as one of the exceptions to Listing Rule 7.1. The effect of Shareholder approval under Listing Rule 7.2, Exception 9 is that any issues of securities under the Performance Rights Plan are treated as having been made with the approval of shareholders for the purposes of Listing Rule 7.1. Approval under Listing Rule 7.2, Exception 9 lasts for a period of three years.

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The Company last obtained approval under Listing Rule 7.2, Exception 9 when it adopted the Performance Rights Plan on 12 April 2013 and, consequently, that approval will expire on 12 April 2016. Accordingly, pursuant to Resolution 2, the Company is seeking to "renew" the approval of the Performance Rights Plan and the Company's ability to issue Performance Rights under the Performance Rights Plan as an exception to Listing Rule 7.1, for a period of a further 3 years from the date on which Resolution 2 is passed.

A summary of the Plan is set out in Schedule 2 to this Notice. A copy of the Plan can be obtained by contacting the Company.

The terms of the Plan for which approval is sought, pursuant to Resolution 2, are identical to the terms of the Plan adopted on 12 April 2013.

5.3 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) a summary of the material terms of the Performance Rights Plan is set out in Schedule 2;

• (b) as stated in Section 5.1, a total of 5,162,000 Performance Rights have been issued to Directors, key employees and key contractors under the Performance Rights Plan since it was last approved by shareholders on 12 April 2013; and

• (c) a voting exclusion statement in respect of Resolution 2 has been included in the Notice.

6. Resolution 3 – Approval to Vary Terms of Existing Performance Rights

6.1 Background

Resolution 3 seeks Shareholder approval, pursuant to Listing Rule 6.23, to amend the terms of all existing Performance Rights currently on issue to extend the respective milestone and expiry dates by which the Performance Conditions must be satisfied by 24 months ( Amendment ).

The Amendment is being sought to ensure that management are not disadvantaged by the Company’s decision to:

• (a) delay the commencement of the Definitive Feasibility Study ( DFS ) for the Salamanca Project ( Project ) whilst the Company undertook a comprehensive review of the opportunities identified in the Pre-Feasibility Study ( PFS ) to further enhance the Project economics through capital and operating cost reductions, and to define key work programs prior to finalising the scope of the DFS; and

• (b) subsequently advance the DFS related activities at a reduced rate to enable the Zona 7 drilling, resource classification and technical studies to be sufficiently advanced to allow the deposit to be incorporated into the scope of an expanded DFS (integration of Zona 7, Retortillo and Alameda).

Whilst the strategic decision has been taken by the Directors with a view to maximising shareholder value, the delayed commencement and reduced rate of advancement of

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the DFS has resulted in the expiry of 1,118,000 Performance Rights linked to the successful completion of the DFS by the Milestone Date of 31 December 2014. In addition, the Performance Rights linked to Construction and first Production from the Project are now incapable of being achieved before the respective Milestone Dates (and the Expiry Dates).

The Company does not envisage that it will require the extra 24 months to satisfy the relevant Performance Conditions, but the extension provides the Company with maximum flexibility to ensure the highest quality DFS and to consider any funding opportunities or other corporate transactions that may present themselves as the Company approaches the completion of its DFS and the decision to mine.

The Board believes that the Amendment is required to ensure that the Performance Rights currently on issue continue to incentivise and retain existing key management personnel and to ensure continuing alignment between the strategic goals of the Company and the creation of Shareholder value.

As noted in Section 5, on 12 April 2013, the Company received Shareholder approval to establish the Performance Rights Plan. The Company has since issued a number of Performance Rights to Directors, key employees, and key consultants under the Plan. At the date of this Notice, the Company had the following Performance Rights on issue:

Tranche	Performance Condition	Milestone Date	Expiry Date	Held by Mr Robert Behets (Director)	Held by Dr James Ross (Director)	Held by Key Employees & Consultants (non-Directors)	Total
3.	Construction Milestone	31 December 2015	31 December 2016	240,000	100,000	988,000	1,328,000
4.	Production Milestone	31 December 2016	31 December 2017	240,000	100,000	1,108,000	1,448,000
			Total	480,000	200,000	2,096,000	2,776,000

If the Performance Condition of a Performance Right is satisfied prior to the relevant milestone date, the Performance Right will vest. The Board has the 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 relevant milestone date. The Board is not permitted to extend the milestone date beyond the expiry date of the Performance Rights.

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.

6.2 Amendment

Resolution 3 seeks Shareholder approval to amend the terms of all existing Performance Rights to extend the respective milestone dates and expiry dates by which the Performance Conditions must be satisfied and thereby extend the life of the existing Performance Rights. The Company is proposing to amend the terms of the Performance Rights to extend the date by which the respective Performance Conditions must be satisfied by 24 months. If the Amendment is approved, the new milestone dates and expiry dates for the existing Performance Rights will be as indicated in the table below under the headings “Amended Milestone Date” and "Amended Expiry Date":

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Tranche	Performance Condition	Original Milestone Date	Amended Milestone Date	Original Expiry Date	Amended Expiry Date	No. of Performance Rights
3.	Construction Milestone	31 December 2015	31 December 2017	31 December 2016	31 December 2018	1,328,000
4.	Production Milestone	31 December 2016	31 December 2018	31 December 2017	31 December 2019	1,448,000
					Total	2,776,000

6.3 Reason for Amendment

In September 2013, the Company announced the results from its Pre-Feasibility Study for the Salamanca Project, which confirmed the Project’s technical and economic viability. The PFS was based on the integrated development of only the Retortillo and Alameda deposits. A number of opportunities to further enhance the Project economics through capital and operating cost reductions were identified in the PFS, and the Company subsequently undertook a comprehensive review process to assess these opportunities and define key work programs prior to finalising the scope of the Definitive Feasibility Study.

The Company also received the results of an exploration drilling program completed at Zona 7, which is located within 10 kilometres of the proposed centralised processing plant at Retortillo, in the second half of 2013. The drilling results revealed that the mineralisation extended a further 1,200 metres to the southwest of the existing resource area. Significant shallow, high grade intersections were recorded and the strike extent of the mineralised zone was essentially doubled. The outstanding results from the 2013 drilling highlighted the exploration and resource growth potential of the Zona 7 deposit and the Company committed to an infill drilling program to facilitate the estimation of a new Mineral Resource Estimate ( MRE ).

The comprehensive review of the opportunities identified in the PFS to further enhance the Project economics was completed in early 2014, and the scope of the DFS finalised during the March 2014 Quarter. The DFS, focussed on the integrated development of only the Retortillo and Alameda deposits, subsequently commenced in the June 2014 Quarter. Given the significant upside potential associated with high grade Zona 7 deposit and its close proximity to Retortillo, the initial scope of the DFS was considered a base case scenario. Accordingly, the Company elected to advance the DFS related activities at a reduced rate to enable the Zona 7 drilling, resource classification and technical studies to be sufficiently advanced to allow the deposit to be incorporated into the scope of an expanded DFS (integration of Zona 7, Retortillo and Alameda).

Following completion of the planned infill drilling campaign in mid-2014, an updated MRE for Zona 7 was released in November 2014. This Inferred MRE was estimated at 23.2 million tonnes averaging 589 ppm U3O8 for a contained 30.1 million pounds of U3O8 at a lower cut-off grade of 200 ppm U3O8. Given the significant scale, high grade and shallow depth of the Zona 7 MRE, the Company has now advanced its evaluation to the Scoping Study stage to determine the optimum integration of Zona 7 with the development of Retortillo and Alameda. A further resource infill drilling program is also being undertaken during this phase with the aim of upgrading the resource classification of the high grade portion of the current Inferred MRE to the Indicated category.

The decision to delay the commencement of the DFS whilst the Company undertook a comprehensive review of the opportunities identified in the PFS, and to subsequently

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advance the DFS at a reduced rate to allow for the completion of work required to facilitate the inclusion of the high grade Zona 7 deposit into the DFS i.e. an upgraded MRE (Indicated category) and Scoping Study, is significant in its potential to enhance the Project economics through capital and operating cost reductions and increased scale and/or mine life. A subdued uranium market since the Fukushima disaster in March 2011 has further justified the Company’s decision to slow the development of the Project.

Whilst the strategic decision has been taken by the Directors with a view to maximising shareholder value, the delayed commencement and reduced rate of advancement of the DFS has resulted in the expiry of 1,118,000 Performance Rights linked to the successful completion of the DFS by the milestone date of 31 December 2014. In addition, the Performance Rights linked to Construction and first Production from the Project are now incapable of being achieved before the respective milestone dates (and the expiry dates).

The Directors believe that the strategic decision is significant in its potential to materially enhance the Project economics through the implementation of identified capital and operating cost reductions, and the optimal integration of the high grade Zona 7 deposit into the development plan, thereby potentially increasing the scale and/or mine life. Whilst the strategic decision has been made with a view to maximising shareholder value, the Directors wish to ensure that the Company’s key employees and consultants are not disadvantaged by these circumstances.

As a result, the Company has decided to seek approval for the Amendment to ensure that the participants of the Performance Rights Plan are not disadvantaged by these unforeseen circumstances.

The Company believes that it is in the interests of Shareholders to approve the Amendment to ensure that the financial interests of participants of the Performance Rights Plan are aligned with those of Shareholders and that management do not make decisions based on the existing expiry dates that may be in the best interest of management, but not Shareholders. That is, the Amendment will ensure that management are motivated and have an adequate timeframe to produce the highest quality DFS.

The Company does not envisage that it will require the extra 24 months to satisfy the relevant Performance Conditions, but the extension provides the Company with maximum flexibility to ensure a high quality DFS and to consider any other corporate transactions or funding opportunities that may present themselves as the Company approaches completion of its DFS and the decision to mine.

Attracting new employees and incentivising and retaining current key employees is extremely important as the Company enters the next phase of its development. The Company has set performance criteria for the Performance Rights to ensure that the Performance Rights only vest upon achievement of fundamental milestones that will drive the long term value of the Company’s securities.

6.4 ASX Waiver

Listing Rule 6.23.3 provides that a change which has the effect of reducing the exercise price, increasing the period for exercise or conversion, or increasing the number of securities received on exercise of an option or conversion of a right, cannot be made.

On 19 June 2015, the Company applied to ASX for a waiver in respect of Listing Rule 6.23.3 to allow the Amendment, subject to Shareholder approval being obtained in respect of the Amendment ( Waiver Application ). As at the date of the Notice, the

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Company had not received ASX's decision on the Waiver Application. The Company expects to receive ASX's decision on the Waiver Application in early July 2015. There is no guarantee that a waiver will be granted.

If ASX does grant a waiver, the Company expects it will be a condition of the waiver that the Company seeks Shareholder approval for the Amendment. Accordingly, Shareholder approval is being sought pursuant to Resolution 3.

A voting exclusion statement in respect of Resolution 3 is set out in the Notice.

7. Resolution 4 – Approval to Grant Performance Rights to North Asia Metals Ltd

7.1 General

Resolution 4 seeks Shareholder approval, pursuant to Listing Rule 10.14, for the grant of 1,600,000 Performance Rights to North Asia Metals Ltd (or its nominee) as part of the incentive component of the consultancy deed under which Mr Paul Atherley is engaged as Managing Director of the Company.

The proposed grant of Performance Rights was announced on 17 June 2015. Mr Atherley will commence as Managing Director on 1 July 2015.

Mr Atherley, a Mining Engineer from Imperial College London, is an accomplished mining executive with over 30 years resource industry experience in UK, Australia and China. Mr Atherley has held numerous senior executive and board positions during his career. He served as Executive Director of the Investment Bank arm of HSBC Australia where he undertook a range of advisory roles in the resources sector. He has completed a number of acquisitions and financings of resource projects in Australia, South East Asia, Africa and Western Europe, and has well-established relationships with European and Australian capital markets.

As the Managing Director of ASX/AIM listed Leyshon Resources Limited, Mr Atherley was responsible for the exploration, development and successful sale of the Zheng Guang Gold-Zinc Project in Northern China. Having been based in Beijing since 2005, he has developed strong connections within Chinese business, industry bodies and senior government officials, including the most senior levels of the state owned energy companies.

Until recently he was the Chairman of the British Chamber of Commerce in China, Vice Chairman of the China Britain Business Council in London and served on the European Union Energy Working Group in Beijing. He has been a regular business commentator on China, hosting events in Beijing and appearing on CCTVNews and China Radio International.

In the Company’s present circumstances, the Board considers that the grant of these Performance Rights to North Asia Metals Ltd is a cost effective and efficient reward for the Company to make to appropriately incentivise the performance of Mr Atherley and is consistent with the strategic goals and targets of the Company.

The Performance Rights to be granted to North Asia Metals Ltd will be granted pursuant to and in accordance with the Performance Rights Plan which was approved on 12 April 2013. A summary of the Performance Rights Plan is set out in Schedule 2.

The Performance Rights will be granted to North Asia Metals Ltd with the following Performance Conditions, milestone dates and expiry dates:

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Tranche	Performance Condition	Milestone Date	Expiry Date	No. of Performance Rights
2.	Expanded Definitive Feasibility Study Milestonemeans delivery of a positive Definitive Feasibility Study incorporating Zona 7, 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 2016	30 June 2017	450,000
3.	Project Construction Milestone means completion of an agreed % (to be determined by the Board no later than the completion of the Definitive Feasibility Study Milestone) of the project development phase, as per the project development schedule and budget approved by the Board in accordance with the Definitive Feasibility Study Milestone.	31 December 2017	31 December 2018	500,000
4.	Production Milestonemeans achievement of first uranium production.	31 December 2018	31 December 2019	650,000
			Total	1,600,000

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 will automatically vest and be deemed to immediately become vested Performance Rights upon the occurrence of any of the following events:

• (a) a Takeover Bid is announced and has become unconditional, and the person making the Takeover Bid has a Relevant Interest in 50% or more of the Shares; or

• (b) a Court approves a merger by way of scheme of arrangement which will result in a third party having a Relevant Interest in 50% or more of the Shares (but shall not include a merger by way of scheme of arrangement for the purposes of a corporate restructure (including change of domicile, consolidation, subdivision, reduction or return) of the Company); or

• (c) any person acquires a Relevant Interest in 50% or more of the Shares by any other means.

The Performance Rights will lapse upon termination of the Consultancy Deed under which Mr Atherley is to be engaged as Managing Director of the Company or its subsidiaries (except in the case of total and permanent disability, death and such other cases as the Board may determine).

7.2 Listing Rule 10.14

Listing Rule 10.14 provides that an entity must not permit any of the following persons to acquire securities under an employee incentive scheme without the approval of ordinary shareholders:

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• (a) a director;

• (b) an associate of a director; or

• (c) a person whose relationship with the entity or a person referred to in (a) or (b) above is, in ASX's opinion, such that approval should be obtained.

Resolution 4 seeks Shareholder approval, pursuant to Listing Rule 10.14, for the proposed grant of the Performance Rights to North Asia Metals Ltd, because North Asia Metals Ltd is an associate of Mr Atherley, who is a Director.

As Shareholder approval is sought under Listing Rule 10.14, approval under Listing Rule 7.1 is not required. Accordingly, the grant of Performance Rights to North Asia Metals Limited will not reduce the Company's 15% capacity for the purposes of Listing Rule 7.1.

Resolution 4 is an ordinary resolution.

7.3 Specific information required by Listing Rule 10.15

Listing Rule 10.15 requires that the following information be provided to Shareholders for the purpose of obtaining Shareholder approval for the grant of the Performance Rights to North Asia Metals Ltd:

• (a) the Performance Rights will be granted to North Asia Metals Limited (or its nominee), an associate of the proposed Managing Director, Mr Paul Atherley

• (b) the maximum number of Performance Rights to be granted to North Asia Metals Ltd (or its nominee) pursuant to Resolution 4 is 1,600,000. The actual number of Performance Rights that vest is dependent on the achievement of the Performance Conditions as described in Section 7.1 above;

• (c) the Performance Rights will be granted as incentive Performance Rights and will be granted for nil cash consideration. The exercise price of the Performance Rights will also be nil consideration;

• (d) the persons referred to in Listing Rule 10.14 who have received securities under the Performance Rights Plan since the last approval of the Performance Rights Plan, and the acquisition price for those securities, are as follows:

Name	Number of Performance Rights Granted	Acquisition Price	Number of Performance Rights Subsequently Converted	Number of Performance Rights Subsequently Expired	Number of Performance Rights Remaining on Issue
Dr James Ross (Director)	400,000	Nil	100,000	100,000	200,000
Mr Robert Behets (Director)	960,000	Nil	240,000	240,000	480,000

• (e) under the rules of the Performance Rights Plan, employees, Directors and eligible contractors, as determined by the Board, are entitled to participate in the Performance Rights Plan. The Directors who are entitled to participate in the Performance Rights Plan are:

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• (i) Dr James Ross;

• (ii) Mr Robert Behets; and

• (iii) Mr Paul Atherley.

Mr Ian Middlemas has waived his entitlement to participate in the Performance Rights Plan;

• (f) a voting exclusion statement in relation to Resolution 4 is included in the Notice;

• (g) there is no loan associated with the grant of the Performance Rights; and

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

8. Resolution 5 – Approval to Grant Performance Rights to Mr Robert Behets

8.1 General

Resolution 5 seeks Shareholder approval, pursuant to Listing Rule 10.14, for the grant of 250,000 Performance Rights to Mr Robert Behets (or his nominee) as part of the incentive component of his remuneration as a key consultant and Non-Executive Director of the Company.

The Board has reviewed Mr Behet’s remuneration arrangements and has decided to offer Mr Behets additional Performance Rights as part of his long term incentive package. The Company has set Performance Conditions for these Performance Rights to ensure that they only vest upon achievement of fundamental milestones that will the drive the long term value of the Company’s securities. These Performance Conditions are satisfaction of the Zona 7 Scoping Study Milestone and Expanded Definitive Feasibility Study Milestone. As part of the Board’s review, Mr Behets’ fixed directors’ fee will be reduced to $30,000 per annum with effect from 1 July 2015 and the daily rate for his consulting services will not change.

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

Mr Behets was appointed as a Non-Executive Director on 27 April 2012 and he has played a key role in the progression of the Company since this date, providing technical and strategic inputs, and will continue to be involved in the development of the Salamanca Project.

Mr Behets is a geologist with over 24 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

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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, until recently, was a member of the Australasian Joint Ore Reserve Committee (JORC).

The Performance Rights will be granted to Mr Behets with the following Performance Conditions and expiry dates:

Tranche	Performance Condition	Milestone Date	Expiry Date	No. of Performance Rights
1.	Zona 7 Scoping Study Milestonemeans delivery of an upgraded mineral resource estimate (including Indicated resources) for Zona 7 and a positive Scoping Study, and the Company making the decision for Zona 7 to be integrated with Retortillo and Alameda in an expanded Definitive Feasibility Study.	31 December 2015	30 June 2016	150,000
2.	Expanded Definitive Feasibility Study Milestone means delivery of a positive Definitive Feasibility Study incorporating Zona 7, 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 2016	30 June 2017	100,000
			Total	250,000

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 will automatically vest and be deemed to immediately become vested Performance Rights upon the occurrence of any of the following events:

• (a) a Takeover Bid is announced and has become unconditional, and the person making the Takeover Bid has a Relevant Interest in 50% or more of the Shares; or

• (b) a Court approves a merger by way of scheme of arrangement which will result in a third party having a Relevant Interest in 50% or more of the Shares (but shall not include a merger by way of scheme of arrangement for the purposes of a corporate restructure (including change of domicile, consolidation, subdivision, reduction or return) of the Company); or

• (c) any person acquires a Relevant Interest in 50% or more of the Shares by any other means.

The Performance Rights will lapse if Mr Behets ceases to be a Consultant and Director of the Company or its subsidiaries (except in the case of total and permanent disability, death and such other cases as the Board may determine).

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8.2 Listing Rule 10.14

Listing Rule 10.14 provides that an entity must not permit any of the following persons to acquire securities under an employee incentive scheme without the approval of ordinary shareholders:

• (a) a director;

• (b) an associate of a director; or

• (c) a person whose relationship with the entity or a person referred to in (a) or (b) above is, in ASX's opinion, such that approval should be obtained.

Resolution 5 seeks Shareholder approval, pursuant to Listing Rule 10.14, for the proposed grant of the Performance Rights to Mr Behets, because Mr Behets is a Director.

As Shareholder approval is sought under Listing Rule 10.14, approval under Listing Rule 7.1 is not required. Accordingly, the grant of Performance Rights to Mr Behets will not reduce the Company's 15% capacity for the purposes of Listing Rule 7.1.

Resolution 5 is an ordinary resolution.

8.3 Specific information required by Listing Rule 10.15

Listing Rule 10.15 requires that the following information be provided to Shareholders for the purpose of obtaining Shareholder approval for the grant of the Performance Rights to Mr Behets:

• (a) the Performance Rights will be granted to Mr Behets, consultant and NonExecutive Director of the Company (or his nominee);

• (b) the maximum number of Performance Rights to be granted to Mr Behets (or his nominee) pursuant to Resolution 5 is 250,000. The actual number of Performance Rights that vest is dependent on the achievement of the Performance Conditions as described in Section 8.1 above;

• (c) the Performance Rights will be granted as incentive Performance Rights and will be granted for nil cash consideration. The exercise price of the Performance Rights will also be nil consideration;

• (d) the persons referred to in Listing Rule 10.14 who have received securities under the Performance Rights Plan since the last approval of the Performance Rights Plan, and the acquisition price for those securities, are as follows:

Name	Number of Performance Rights Granted	Acquisition Price	Number of Performance Rights Subsequently Converted	Number of Performance Rights Subsequently Expired	Number of Performance Rights Remaining on Issue
Dr James Ross (Director)	400,000	Nil	100,000	100,000	200,000
Mr Robert Behets (Director)	960,000	Nil	240,000	240,000	480,000

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• (e) under the rules of the Performance Rights Plan, employees, Directors and eligible contractors, as determined by the Board, are entitled to participate in the Performance Rights Plan. The Directors who are entitled to participate in the Performance Rights Plan are:

• (i) Dr James Ross;

• (ii) Mr Robert Behets; and

• (iii) Mr Paul Atherley.

Mr Ian Middlemas has waived his entitlement to participate in the Performance Rights Plan;

• (f) a voting exclusion statement in relation to Resolution 5 is included in the Notice;

• (g) there is no loan associated with the grant of the Performance Rights; and

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

9. Disclaimers

9.1 Competent Person Statements

The information in this report that relates to 2014 Mineral Resources for Zona 7 is extracted from the report entitled ‘Salamanca Project Total Resource increased by 43% to 88.2 Mlbs U3O8 following substantial increase in Zona 7 Resource’ dated 26 November 2014 and is available to view on Berkeley’s website at www.berkeleyresources.com.au. The information in the original ASX Announcement that relates to the 2014 Mineral Resources for Zona 7 was based on information compiled by Malcolm Titley, a Competent Person who is a Member of The Australasian Institute of Mining and Metallurgy. Mr Titley is employed by Maja Mining Limited, an independent consulting company. Mr Titley has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. The Company confirms that it is not aware of any new information or data that materially affects the information included in the original market announcement and, in the case of estimates of Mineral Resources that all material assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply and have not materially changed. The Company confirms that the form and context in which the Competent Person’s findings are presented have not been materially modified from the original market announcement.

9.2 Forward Looking Statements

Statements regarding plans with respect to the Company’s mineral properties are forward-looking statements. There can be no assurance that the Company’s plans for development of its mineral properties will proceed as currently expected. There can also be no assurance that the Company will be able to confirm the presence of additional mineral deposits, that any mineralisation will prove to be economic or that a mine will successfully be developed on any of the Company’s mineral properties.

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Schedule 1 – Definitions

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

$ means Australian Dollars.

Amendment has the meaning given in Section 6.1.

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

Board means the board of Directors of the Company.

Chairman means the person appointed to chair the Meeting of the Company convened by the Notice.

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.

Company or Berkeley means Berkeley Resources Limited ACN 052 468 569.

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

Construction Milestone means completion of an agreed % (to be determined by the Board no later than the completion of the DFS Milestone) of the project development phase, as per the project development schedule and budget approved by the Board in accordance with the DFS Milestone.

Corporations Act means the Corporations Act 2001 (Cth).

DFS has the meaning given in Section 6.1.

Director means a director of the Company.

Expanded Definitive Feasibility Study Milestone or Expanded DFS Milestone means delivery of a positive Definitive Feasibility Study incorporating Zona 7, and the Company making a decision to proceed to development of operation evidenced by the Board resolving to continue to develop the Project.

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

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

Listing Rules means the listing rules of ASX.

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

MRE has the meaning given in Section 6.3.

Notice means this notice of general meeting.

Performance Condition means, in respect of a Performance Right, the relevant condition which must be satisfied in order for the Performance Right to vest.

Performance Right means a right to subscribe for or otherwise acquire a Share under the Performance Rights Plan.

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Performance Rights Plan or Plan means the Berkeley Resources Limited Performance Rights Plan.

PFS has the meaning given in Section 6.1.

Production Milestone means achievement of first uranium production.

Proxy Form means the proxy form attached to the Notice.

Relevant Interest has the meaning given by sections 608 and 609 of the Corporations Act.

Resolution means a resolution referred to in the Notice.

Salamanca Project or Project has the meaning given in Section 6.1.

Schedule means a schedule to the 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.

Takeover Bid has the meaning given in section 9 of the Corporations Act.

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

VWAP means volume weighted average price .

Waiver Application has the meaning given in Section 6.4.

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

Zona 7 Scoping Study Milestone means delivery of an upgraded mineral resource estimate (including Indicated resources) for Zona 7 and a positive Scoping Study, and the Company making the decision for Zona 7 to be integrated with Retortillo and Alameda in an expanded Definitive Feasibility Study.

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Schedule 2 – Summary of the Plan

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 must be issued or transferred to a Participant (as defined below) or his or her nominee within 21 days.

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 or part-time employees of the Company and its subsidiaries (including a Director employed in an executive capacity) ( 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 ) (each a Participant ). 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

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• (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:

• (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.

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.

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 vest some or all of a Participant's Performance Rights even if a Performance Condition has not been satisfied, if the Board considers that to do so would be in the best interests of the Company.

Subject to the preceding paragraph, 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 total and permanent disability, death or such other circumstances as the Board may determine from time to time).

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.

Assignment: Without prior approval of the Board, Performance Rights may not be transferred, assigned or novated, except, upon death, a participant's legal personal

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representative may elect to be registered as the new holder of such Performance Rights and exercise any rights in respect of them.

Takeover Bid, Scheme of Arrangement, Other Changes of Control and Asset Sales: All Performance Rights automatically vest in the event of:

• a) a Takeover Bid is announced, has become unconditional and the person making the takeover bid has a Relevant Interest in 50% or more of the Shares; or

• b) a Court approves a merger by way of scheme of arrangement which will result in a third party having a Relevant Interest in 50% or more of the Shares (but shall not include a merger by way of scheme of arrangement for the purposes of a corporate restructure (including change of domicile, consolidation, sub-division, reduction or return) of the Company); or

• c) any person acquires a Relevant Interest in 50% or more of the Shares by any other means.

Alteration in Share Capital: The Board may make appropriate adjustments 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.

No right to Participate in New Issues: A Performance Right does not confer on the Participant the right to participate in new issues of Shares by the Company, including by way of bonus issues, rights issue or otherwise.

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.

Termination, Suspension or Amendment: The Board may terminate, suspend or amend the Plan at any time, subject to compliance with applicable laws, including the Listing Rules.

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

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman, 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 Meeting to be held at Level 14, 197 St Georges Terrace, Perth, Western Australia on Friday 31 July 2015 at 11:00am (WST), as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees 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).

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

The Chairman of the Meeting intends to vote undirected proxies in favour of all Resolutions.

If the Chairman of the Meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect of Resolution 1, 2, 3, 4 and 5 please place a mark in the box.

By marking this box, you acknowledge that the Chairman of the Meeting may exercise your proxy even if he has an interest in the outcome of Resolutions 1, 2, 3, 4 and 5 and that votes cast by the Chairman of the Meeting for those Resolutions, other than as proxy holder, will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman will not cast your votes on Resolutions 1, 2, 3, 4 and 5, and your votes will not be counted in calculating the required majority if a poll is called on any of Resolutions 1, 2, 3, 4 or 5.

The Chairman intends to vote all available proxies in favour of all Resolutions. If the Chairman is your proxy or is appointed your proxy by default, unless you indicate otherwise by ticking either the 'for', 'against' or 'abstain' box in relation to Resolutions 1, 2, 3, 4 and 5, you will be authorising the Chairman to vote in accordance with the Chairman's voting intentions on the Resolution even if the Resolution is connected directly or indirectly with the remuneration of a member of Key Management Personnel.

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Step 2 – Instructions as to Voting on Resolutions

INSTRUCTIONS AS TO VOTING ON RESOLUTIONS

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

	For	Against	Abstain*
Resolution 1 Change of Company Name
Resolution 2 Renewal of Performance Rights Plan
Resolution 3 Approval to Vary Terms of Existing Performance Rights
Resolution 4 Approval to Grant Performance Rights to North Asia Metals Ltd
Resolution 5 Approval to Grant Performance Rights to Mr Robert Behets

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

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

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

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

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

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

Joint Holding: where the holding is in more than one name all of the holders must sign. Power of Attorney: if signed under a Power of Attorney, you must have already lodged it with the registry, or alternatively, attach a certified photocopy of the Power of Attorney to this Proxy Form when you return it. Companies: a Director can sign jointly with another Director or a Company Secretary. A sole Director who is also a sole Company Secretary can also sign. Please indicate the office held by signing in the appropriate space.

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

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

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