Berkeley Energia Limited — Proxy Solicitation & Information Statement 2016

Nov 13, 2016

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NOTICE OF GENERAL MEETING

The General Meeting of the Company will be held at the Conference Room, Ground Floor, BGC Centre, 28 The Esplanade, Perth, Western Australia on 14 December 2016 at 10:00am (WST).

The Notice of General Meeting and the accompanying Explanatory Memorandum 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 attached to the Notice

BERKELEY ENERGIA LIMITED

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NOTICE OF GENERAL MEETING

Notice is hereby given that the general meeting of Shareholders of Berkeley Energia Limited ( Company ) will be held at the Conference Room, Ground Floor, BGC Centre, 28 The Esplanade, Perth, Western Australia on 14 December 2016 at 10:00am (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 12 December 2016 at 4:00pm (WST).

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

AGENDA

1. Resolution 1 – Authorise Issue of Placement Shares

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

“That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve and authorise the issue of up to 17,869,572 Shares at an issue price of £0.45 (A$0.73) each ( Placement Shares ), on the terms and conditions in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a person (and any associate of such a person) who may participate in the issue of the Placement Shares and a person (and any associate of such a person) who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed.

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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2. Resolution 2 – Ratification of Prior Placement of Shares

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

"That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the prior issue of 16,758,749 Shares under Listing Rule 7.1 at an issue price of £0.45 (A$0.73) each, on the terms and conditions in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a person (and any associate of such a person) who participated in the issue of these Shares and a person (and any associates of such a person) who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed.

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 Chairperson 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.

3. Resolution 3 – Ratification of Prior Placement of Shares

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

"That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the prior issue of 18,953,632 Shares under Listing Rule 7.1A at an issue price of £0.45 (A$0.73) each, on the terms and conditions in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a person (and any associate of such a person) who participated in the issue of these Shares and a person (and any associates of such a person) who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed.

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 Chairperson as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

BY ORDER OF THE BOARD

Dylan Browne Company Secretary Dated: 14 November 2016

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BERKELEY ENERGIA LIMITED

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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 the Conference Room, Ground Floor, BGC Centre, 28 The Esplanade, Perth, Western Australia on 14 December 2016 at 10:00am (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 1	Action to be taken by Shareholders
Section 2	Resolution 1 – Authorise Issue of Placement Shares
Section 3	Resolutions 2 and 3 – Ratification of Prior Placement of Shares
Schedule 1	Definitions

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

1. Action to be taken by Shareholders

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

1.1 Proxies

A Proxy Form is attached to this Explanatory Memorandum. 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.

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

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• (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.

Proxy Forms must be received by the Company no later than 10:00am (WST) on 12 December 2016, being at least 48 hours before the Meeting.

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

2. Resolution 1 – Authorise Issue of Placement Shares

2.1 General

On 4 November 2016, the Company announced plans to issue up to 53,581,953 Shares to raise £24.1 million (A$39.0 million) before costs ( Placement ). The Placement will be completed in two tranches:

• (a) 35,712,381 Shares at £0.45 (A$0.73) each to raise approximately £16.1 million (A$26.0 million) before costs that were issued on 10 November 2016 pursuant to the Company's capacity under Listing Rules 7.1 and 7.1A ( Prior Placement Shares ); and

• (b) 17,869,572 Shares at £0.45 (A$0.73) each to raise approximately £8.0 million (A$13.0 million) before costs subject to approval of Resolution 1 ( Placement Shares ).

In accordance with Listing Rule 7.1, the Company must not, subject to specified exceptions, issue or agree to issue more Equity Securities during any 12 month period than that amount which represents 15% of the number of fully paid Ordinary Securities on issue at the commencement of that 12 month period.

Resolution 1 seeks Shareholder approval pursuant to Listing Rule 7.1 for the issue and allotment of the Placement Shares on the terms and conditions in this Explanatory Memorandum.

The effect of passing Resolution 1 will be to allow the Directors to issue the Placement Shares during the three month period after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

Resolution 1 is an ordinary resolution.

The Chairman intends to exercise all available proxies in favour of Resolution 1.

2.2 Specific Information Required by Listing Rule 7.3

For the purposes of Shareholder approval of the issue of the Placement Shares and the requirements of Listing Rule 7.3 the following information is provided:

• (a) the maximum number of securities the Company intends to issue under Resolution 1 is 17,869,572 Shares;

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• (b) the Company will issue the Shares following receipt of Shareholder approval for this Resolution and in any event by no later than 3 months after the date of the Meeting;

• (c)

• the Shares will be issued at £0.45 (A$0.73) per Share;

• (d) the Shares will be issued to sophisticated and professional investors who are not related parties or associates of related parties of the Company;

• (e) the terms of the Shares to be issued pursuant to Resolution 1 are fully paid ordinary shares and will rank equally in all respects with the Company’s existing Shares on issue;

• (f) the funds will be used to accelerate development of the Salamanca mine including construction of the crushing circuit of the centralised processing facility, land acquisition, the funding of an environmental bond, and construction of buildings and storage facilities. In addition, the funding will allow for the completion of the EPC and Front End Engineering Design activities and provide working capital;

• (g) subject to receiving Shareholder approval for this Resolution, it is expected that the Shares to be issued pursuant to Resolution 1 will be issued on 15 December 2016; and

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

2.3 Directors recommendation

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

3. Resolutions 2 and 3 – Ratification of Prior Placement of Shares

3.1 General

Resolutions 2 and 3 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Prior Placement Shares.

The number of Shares that were issued pursuant to the Company's capacity under Listing Rule 7.1 was 16,758,749 and the number of Shares that were issued pursuant to Listing Rule 7.1A was 18,953,632.

In accordance with Listing Rule 7.1, the Company must not, subject to specified exceptions, issue or agree to issue more securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

Where an eligible entity obtains shareholder approval to increase its placement capacity under Listing Rule 7.1A, any Equity Securities issued under that additional placement capacity will not be counted in the variable upon which the 10% placement capacity is based until that issue has been ratified under Listing Rule 7.4 (or 12 months has passed since their issue). In addition, any Equity Securities issued under that additional placement capacity will reduce the balance of Equity

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Securities able to be issued under that additional capacity without prior shareholder approval until that issue has been ratified under Listing Rule 7.4 (or 12 months has passed since their issue).

By ratifying this issue, the Company will increase the variable upon which the 15% and 10% placement capacities are based and retain the flexibility to issue Equity Securities in the future up to the 10% placement capacity set out in Listing Rule 7.1A without the requirement to obtain prior Shareholder approval.

Resolutions 2 and 3 are ordinary resolutions.

The Chairperson intends to exercise all available proxies in favour of Resolutions 2 and 3.

3.2 Specific information required by Listing Rule 7.5

In accordance with Listing Rule 7.5, information is provided in relation to the Prior Placement Shares as follows:

• (a) 35,712,381 Shares were issued on the following basis:

• (i) 16,758,749 Shares issued pursuant to ASX Listing Rule 7.1; and

• (ii) 18,953,632 Shares issued pursuant to ASX Listing Rule 7.1A.

• (b) the Shares were issued to sophisticated and professional investors in Australia and to strategic and institutional investors overseas all of whom are not related parties or associates of related parties of the Company;

• (c) all the Shares issued under both ASX Listing Rules 7.1 and 7.1A were issued for £0.45 (A$0.73) per Share;

• (d) the Shares issued were all fully paid ordinary shares in the capital of the Company and were issued on the same terms and conditions as the Company's existing Shares;

• (e) the funds will be used to accelerate development of the Salamanca mine including construction of the crushing circuit of the centralised processing facility, land acquisition, the funding of an environmental bond, and construction of buildings and storage facilities. In addition, the funding will allow for the completion of the EPC and Front End Engineering Design activities and provide working capital; and

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

3.3 Directors recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolutions 2 and 3.

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Schedule 1 - Definitions

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

A$ means Australian Dollars.

ASIC means the Australian Securities and Investments Commission

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

Board means the board of Directors of the Company.

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

Company means Berkeley Energia Limited ACN 052 468 569.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

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

Listing Rules means the listing rules of ASX.

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

Notice means this notice of the general meeting.

Placement has the meaning set out in Section 2.1 of the Notice.

Placement Shares has the meaning set out in Section 2.1 of the Notice.

Prior Placement Shares has the meaning set out in Section 2.1 of the Notice.

Proxy Form means the proxy form attached to the Notice.

Related Parties has the same meaning as Chapter 2E of the Corporations Act.

Resolution means a resolution referred to in the Notice.

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.

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

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BERKELEY ENERGIA LIMITED ACN 052 468 569

P R O X Y F O R M The Company Secretary Berkeley Energia 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 (mark box) Chairperson  OR please write the name of the person or body corporate if you are NOT appointing the Chairperson as your proxy, (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 Chairperson to be held at the Conference Room, Ground Floor, BGC Centre, 28 The Esplanade, Perth, Western Australia on 14 December 2016 at 10:00am (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 Chairperson is your proxy or is appointed your proxy by default

The Chairperson intends to vote all available proxies in favour of Resolutions 1 to 3. If the Chairperson 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 to 3, you will be authorising the Chairperson to vote in accordance with the Chairperson's voting intentions on Resolutions 1 to 3.

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 Authorise Issue of Placement Shares
Resolution 2 Ratification of Prior Placement of Shares
Resolution 3 Ratification of Prior Placement of Shares

• 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 overleaf to enable your voting instructions to be implemented.

The Chairperson 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 Meeting (WST).