22nd May 2007 07:00
Berkeley Resources Limited22 May 2007 BERKELEY RESOURCES LIMITED ABN 40 052 468 569 NOTICE OF GENERAL MEETING The General Meeting of the Company will be held in Duxton Room 4, Duxton Hotel,1 St Georges Terrace, Perth, Western Australia on Thursday, 21 June 2007 at4.00pm. This Notice of General Meeting should be read in its entirety. If Shareholdersare in doubt as to how they should vote, they should seek advice from theiraccountant, solicitor or other professional adviser prior to voting. Should you wish to discuss any matter please do not hesitate to contact theCompany Secretary by telephone on (08) 9322 6322. BERKELEY RESOURCES LIMITED ABN 40 052 468 569 NOTICE OF GENERAL MEETING Notice is hereby given that a General Meeting of shareholders of BerkeleyResources Limited ("Company") will be held in Duxton Room 4, Duxton Hotel, 1 StGeorges Terrace, Perth, Western Australia on 21 June 2007 at 4.00pm ("Meeting"). The Explanatory Memorandum to this Notice of General Meeting provides additionalinformation on matters to be considered at the Meeting. The ExplanatoryMemorandum and Proxy Form are part of this Notice of General Meeting. The Directors have determined pursuant to regulation 7.11.37 of the CorporationsRegulations 2001 (Cth) that the persons eligible to vote at the Meeting arethose who are registered as Shareholders of the Company on 19 June 2007 at4.00pm. Terms and abbreviations used in this Notice and Explanatory Memorandum aredefined in Schedule 1. AGENDA 1. Resolution 1 - Ratification of Prior Issue of Shares To consider, and if thought fit, to pass with or without amendment as anordinary resolution the following: "That, pursuant to and in accordance with Listing Rule 7.4 and for all otherpurposes, Shareholders approve and ratify the prior issue by the Directors of12,500,000 Shares each at an issue price of $1.85 and on the terms andconditions in the Explanatory Memorandum." Voting Exclusion The Company will disregard any votes cast on this resolution by a person whoreceived securities in relation to the issue, or any associate of such a person. 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 whois entitled to vote, in accordance with a direction on the Proxy Form to vote asthe proxy decides. 2. Resolution 2 - Authority to Grant Incentive Options toSenor Jose Ramon Esteruelas To consider, and if thought fit, to pass the following resolution as an ordinaryresolution: "That, pursuant to and in accordance with Listing Rule 10.11 and Chapter 2E ofthe Corporations Act, Shareholders authorise the Directors to grant 250,000Incentive Options exercisable at $1.00 each on or before 30 November 2008 ("Esteruelas Incentive Options") to Senor Jose Ramon Esteruelas, on the terms andconditions set out in the Explanatory Memorandum accompanying this Notice." Voting Exclusion The Company will disregard any votes cast on this resolution by a person ortheir associate, who is to receive Esteruelas Incentive Options (except abenefit solely in their capacity as holder of ordinary securities), if theresolution 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 whois entitled to vote, in accordance with a direction on the Proxy Form to vote asthe proxy decides. 3. Resolution 3 - Authority to Grant Incentive Options to MrSean James To consider, and if thought fit, to pass the following resolution as an ordinaryresolution: "That, pursuant to and in accordance with Listing Rule 10.11 and Chapter 2E ofthe Corporations Act, Shareholders authorise the Directors to grant 250,000Incentive Options exercisable at $1.00 each on or before 30 November 2008 ("James Incentive Options") to Mr Sean James, on the terms and conditions set outin the Explanatory Memorandum accompanying this Notice." Voting Exclusion The Company will disregard any votes cast on this resolution by a person ortheir associate, who is to receive James Incentive Options (except a benefitsolely in their capacity as holder of ordinary securities), if the resolution ispassed. 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 whois entitled to vote, in accordance with a direction on the Proxy Form to vote asthe proxy decides. 4. Resolution 4 - Authority to Grant Incentive Options to MrMatthew Syme To consider, and if thought fit, to pass the following resolution as an ordinaryresolution: "That, pursuant to and in accordance with Listing Rule 10.11 and Chapter 2E ofthe Corporations Act, Shareholders authorise the Directors to grant 1,000,000Incentive Options exercisable at $1.00 each on or before 30 November 2008 ("SymeIncentive Options") to Hopetoun Consulting Pty Ltd, a related party of MrMatthew Syme, on the terms and conditions set out in the Explanatory Memorandumaccompanying this Notice." Voting Exclusion The Company will disregard any votes cast on this resolution by a person ortheir associate, who is to receive Syme Incentive Options (except a benefitsolely in their capacity as holder of ordinary securities), if the resolution ispassed. 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 whois entitled to vote, in accordance with a direction on the Proxy Form to vote asthe proxy decides. 5. Resolution 5 - Adoption of Employee Option Scheme To consider, and if thought fit pass with or without amendment as an ordinaryresolution, the following: "That in accordance with Exception 9 of ASX Listing Rule 7.2, Shareholdersapprove the establishment of an employee option scheme to be called the"Berkeley Employee Option Scheme" and the issue of Options pursuant to thisscheme on the terms and conditions in the Explanatory Memorandum". Voting Exclusion The Company will disregard any votes cast on this resolution by a Director(except one who is ineligible to participate in any employee incentive scheme inrelation to the Company) or any associate of a Director. However, the Companywill not disregard a vote if: a) it is cast by the person as a proxy for a person who is entitled tovote, in accordance with directions on the Proxy Form; or b) it is cast by the person chairing the Meeting as proxy for a person whois entitled to vote, in accordance with directions on the Proxy Form to vote asthe proxy decides. 6. Resolution 6 - Deed of Indemnity and Access with SenorJose Ramon Esteruelas To consider, and if thought fit, to pass the following resolution as an ordinaryresolution: "That pursuant to section 200B and Chapter 2E of the Corporations Act and forall other purposes approval be given to the Company to: (a) indemnify Senor Jose Ramon Esteruelas, during the period of hisdirectorship and after the cessation of his directorship, in respect of certainclaims should any be made against him whilst acting in his capacity as adirector of the Company; (b) use its reasonable endeavours to procure an insurance policy andpay the premiums of insurance as assessed at market rates applicable from timeto time for Senor Esteruelas in respect of certain claims made against himacting in the capacity of a director of the Company (except to the extent suchinsurance cannot be procured at a reasonable cost or is otherwise unavailable tothe Company); (c) use its reasonable endeavours to ensure that an insurance policyfor Senor Esteruelas is at all times covered under an insurance policy duringthe Insurance Run-Off Period, which will be on terms not materially lessfavourable to Senor Esteruelas than the terms of insurance applicable at thedate of termination of his directorship and to continue to pay those premiumsduring that Insurance Run-Off Period (except to the extent such insurance cannotbe procured at a reasonable cost or is otherwise unavailable to the Company);and (d) provide Senor Esteruelas with access, upon the cessation for anyreason of his directorship and for a period of not less than 7 years followingthat cessation, to any Company records which are either prepared or provided toSenor Esteruelas during the period of his directorship, upon and subject to the terms and conditions as set out in the ExplanatoryMemorandum." BY ORDER OF THE BOARD Shane CranswickCompany SecretaryDated: 16 May 2007 BERKELEY RESOURCES LIMITED ABN 40 052 468 569 EXPLANATORY MEMORANDUM 1. Introduction This Explanatory Memorandum has been prepared for the information ofShareholders of the Company in connection with the business to be conducted atthe General Meeting to be held in Duxton Room 4, Duxton Hotel, 1 St GeorgesTerrace, Perth, Western Australia on 21 June 2007 at 4.00pm. This Explanatory Memorandum should be read in conjunction with and forms part ofthe accompanying Notice. The purpose of this Explanatory Memorandum is toprovide information to Shareholders in deciding whether or not to pass theResolutions set out in the Notice. A Proxy Form is located at the end of the Explanatory Memorandum. 2. Action to be taken by Shareholders Shareholders should read the Notice and this Explanatory Memorandum carefullybefore deciding how to vote on the Resolutions. A Proxy Form is attached to the Notice. This is to be used by Shareholders ifthey wish to appoint a representative (a "proxy") to vote in their place. AllShareholders are invited and encouraged to attend the Meeting or, if they areunable to attend in person, sign and return the Proxy Form to the Company inaccordance with the instructions thereon. Lodgement of a Proxy Form will notpreclude a Shareholder from attending and voting at the Meeting in person. 3. Resolution 1 - Ratification of Prior Issue of Shares The Company announced on 13 April 2007 it had completed a placement of12,500,000 Shares to institutional investors based in Europe, the USA, Canadaand Australia to raise $23,125,000 before issue costs. The funds will be used toprogress current exploration activities for the Company's existing Spanishuranium projects, fund new exploration projects in Spain, expand businessdevelopment activities and augment working capital requirements. These Shares were issued within the 15% annual limit permitted under ListingRule 7.1, without the need for Shareholder approval. The effect of Shareholderspassing Resolution 1 by ratifying the issue of the 12,500,000 Shares will be torestore the Company's ability to issue Shares (or Options) within that limit, tothe extent of the 12,500,000 Shares issued. Listing Rule 7.5 requires that the following information be provided toshareholders for the purpose of obtaining Shareholder approval pursuant toListing Rule 7.4: a) the Shares were issued to institutional investors based in Europe, theUSA, Canada and Australia (who are all unrelated parties of the Company); b) 12,500,000 Shares were each issued at $1.85 to raise $23,125,000(before issue costs); c) the 12,500,000 Shares are ordinary listed fully paid shares in thecapital of the Company; d) a voting exclusion statement is included in the Notice; and e) the expected application of funds is outlined below: Description Amount Exploration 16,725,000 Capital raising expenses 1,400,000 Business development 1,000,000 Working capital 4,000,000 Total 23,125,000 4. Resolution 2 - Authority to Grant Incentive Options toSenor Jose Ramon Esteruelas Resolution 2 seeks the approval of Shareholders pursuant to Listing Rule 10.11and Chapter 2E of the Corporations Act for the Directors to grant 250,000Incentive Options to Senor Jose Ramon Esteruelas. Shareholder approval is required under ASX Listing Rule 10.11 and section 208 ofthe Corporations Act because Senor Esteruelas is a related party of the Company. Furthermore, Shareholder approval of the grant of the Esteruelas IncentiveOptions means that this issue will not reduce the Company's 15% placementcapacity under ASX Listing Rule 7.1. Resolution 2 is an ordinary resolution. Specific Information Required by Listing Rule 10.13 and section 219 of theCorporations Act a) 250,000 Incentive Options will be granted to Senor Esteruelasexercisable at $1.00 each on or before 30 November 2008. b) Senor Esteruelas was appointed a Non-Executive Director on 16 November2006. The Board agreed to issue Incentive Options to Senor Esteruelas as part ofhis remuneration package upon his acceptance to join the Board. The average closing price of Berkeley Shares during the five trading days up tothe date of Senor Esteruelas' appointment was $1.07. Senor Esteruelas is a very experienced Spanish executive whose senior executiveroles have included Director General of Correos y Telegrafos (the Spanish postalservice), President of Minas de Almaden y Arrayanes SA (formerly the world'slargest mercury producer) and Chief Executive Officer of Compania Espanola deTabaco en Rama SA (the leading tobacco company in Spain). Senor Esteruelas isBerkeley's senior Spanish representative as the Company seeks to capitalise onits substantial asset base in the country. The Company is a small listed company which is exploring a number of uraniumprojects in Spain. The Company has limited funds, most of which are allocatedto specific exploration and development activities. As a result, the Boardchose to grant Incentive Options to Senor Esteruelas as a key component of hisremuneration in order to attract and retain his services. There are no additional performance criteria on Incentive Options as given thespeculative nature of the Company's activities and the small management teamresponsible for its running, it is considered the performance of SenorEsteruelas and the performance and value of the Company are closely related. c) It is noted that the granting of options to non-executive directors iscontrary to ASX Corporate Governance Guideline 9.3, however, for the reasonsoutlined in paragraph (b), the other Directors still consider the granting ofIncentive Options in this circumstance to be appropriate and accordingly,Shareholder approval is sought to grant these Incentive Options to SenorEsteruelas. d) In addition to the Incentive Options to be issued in accordance withthis Resolution 2, Senor Esteruelas currently receives the followingremuneration package: Directors Fees €48,000 p.a. Total €48,000 p.a. In addition, Senor Esteruelas is entitled to reimbursement of all reasonabletravelling, accommodation and other expenses that a Director properly incurs inattending meetings of Directors or any meetings of committees of Directors, inattending any meetings of Shareholders and in connection with the business ofthe Company. Other than as set out in this Notice, Senor Esteruelas does notreceive any other emoluments. e) The Incentive Options will be granted for nil consideration. f) Upon exercise of the Incentive Options, the Shares will be issued ona one for one basis on the same terms as the Company's existing Shares; g) the Incentive Options are exercisable from the date of grant until 30November 2008. The Incentive Options will not be quoted on ASX. Further termsand conditions of the Incentive Options are in Schedule 2 of this ExplanatoryMemorandum. h) The Company will grant the Incentive Options no later than 1 monthafter the date of the Meeting (or such longer period of time as ASX may in itsdiscretion allow). i) Senor Esteruelas has an interest in the Resolution under whichIncentive Options will be granted to him and therefore does not want to make arecommendation. In relation to the Incentive Options to be granted to SenorEsteruelas, each other Director has no interest in the outcome of the grant ofIncentive Options and is in favour of the Resolution. j) Other than the Incentive Options the subject of this Resolution 2,Senor Esteruelas currently does not hold an interest in securities of theCompany. k) A valuation of these Incentive Options has been obtained from anindependent expert and on the basis of the assumptions set out below thetechnical value of one Incentive Option is as follows: Name Number of Options Value Per Total Value Security Senor Esteruelas 250,000 $1.046 $261,500 This valuation imputes a total value of $261,500 to the Esteruelas IncentiveOptions. The value may go up or down after the date of valuation as it willdepend on the future price of a Share. Black & Scholes methodology has beenused, together with the following assumptions: i. The risk free rate is the Commonwealth Government securitiesrate with a maturity date approximating that of the expiration period of theIncentive Options as at 1 May 2007 - 6.14%; ii. The underlying security spot price used for the purposes ofthis valuation is based on the closing price of the Company's Shares as at 30April 2007 - $1.695; iii. the volatility factor is set as 95% which is based on an averageof comparable companies' historical data from the Australian Graduate School ofManagement's Risk Measurement Service; iv. for the purposes of the valuation, no future dividend paymentshave been forecast; and v. for the purposes of the valuation it is assumed that theIncentive Options will not be exercised any earlier than the expiry date of 30November 2008. l) If the Shareholders approve the proposed grant of Incentive Optionsunder this Resolution, the exercise of those Incentive Options will result in adilution of all other Shareholders' holdings in the Company of 0.28% based onissued Shares as at the date of this Notice. m) Under the new accounting standard AASB 2 Share Based Payments, theCompany would recognise the fair value of options granted to Senor Esteruelas asan expense of $261,500 in the income statement with a corresponding adjustmentto equity. n) The market price of Shares would normally determine whether SenorEsteruelas will exercise the Incentive Options or not. If the Incentive Optionsare exercised at a price that is lower than the price at which Shares aretrading on ASX, there may be a perceived cost to the Company. o) No funds will be raised by the grant of the Esteruelas IncentiveOptions as they are being issued for nil consideration. p) Historical share price information for the last twelve months is setout below: Price Date Highest $2.01 10 April 2007 Lowest $0.58 22 June 2006 Last $1.55 15 May 2007 q) Other than the information above and otherwise set out in thisExplanatory Memorandum, the Company believes that there is no other informationthat would be reasonably required by Shareholders to pass Resolution 2. r) A voting exclusion statement is included in this Notice. As Shareholder approval is sought under Listing Rule 10.11, approval underListing Rule 7.1 is not required. 5. Resolution 3 - Authority to Grant Incentive Options to MrSean James Resolution 3 seeks the approval of Shareholders pursuant to Listing Rule 10.11and Chapter 2E of the Corporations Act for the Directors to grant 250,000Incentive Options to Mr Sean James. Shareholder approval is required under ASX Listing Rule 10.11 and section 208 ofthe Corporations Act because Mr James is a related party of the Company.Furthermore, Shareholder approval of the grant of the James Incentive Optionsmeans that this issue will not reduce the Company's 15% placement capacity underASX Listing Rule 7.1. Resolution 3 is an ordinary resolution. Specific Information Required by Listing Rule 10.13 and section 219 of theCorporations Act (a) 250,000 Incentive Options will be granted to Mr Jamesexercisable at $1.00 each on or before 30 November 2008. (b) Mr James was appointed to the Board on 28 July 2006.The Board agreed to issue Executive Options to Mr James as part of hisremuneration package upon his acceptance to join the Board. On 16 November 2006Mr James relinquished his executive role and as such, Resolution 8 of the 2006Notice of Annual General Meeting which dealt with the grant of the ExecutiveOptions to Mr James was not put to shareholders. As such, Mr James has noentitlement to Executive Options. The Board revised the remuneration andincentive components of Mr James' remuneration package as outlined below and thesubject of this resolution. The average closing price of Berkeley Shares during the five trading days up tothe date of Mr James' revised role was $1.07. Mr James is a mining engineer and was formerly the Managing Director of theRossing Uranium Mine in Namibia which is the world's largest low grade, open pituranium mine. After 16 years at Rossing, he returned to London as a Group MiningExecutive at Rio Tinto Plc in London. Mr James' experience in managing theRossing mine is ideally suited for the type of uranium mining operations theCompany aims to develop in the Iberian Peninsula. The Company is a small listed company which is exploring a number of uraniumprojects in Spain. The Company has limited funds, most of which are allocatedto specific exploration and development activities. As a result, the Boardchose to grant Incentive Options to Mr James as a key component of hisremuneration in order to attract and retain his services. There are no additional performance criteria on Incentive Options as given thespeculative nature of the Company's activities and the small management teamresponsible for its running, it is considered the performance of Mr James andthe performance and value of the Company are closely related. (c) It is noted that the granting of options tonon-executive directors is contrary to ASX Corporate Governance Guideline 9.3,however, for the reasons outlined in paragraph (b), the other Directors stillconsider the granting of Incentive Options in this circumstance to beappropriate and accordingly, Shareholder approval is sought to grant theseIncentive Options to Mr James. (d) In addition to the Incentive Options to be issued inaccordance with Resolution 3, Mr James currently receives the followingremuneration package: Directors Fees £18,000 p.a. Total £18,000 p.a. In addition, Mr James is entitled to reimbursement of all reasonable travelling,accommodation and other expenses that a Director properly incurs in attendingmeetings of Directors or any meetings of committees of Directors, in attendingany meetings of Shareholders and in connection with the business of the Company.Other than as set out in this Notice, Mr James does not receive any otheremoluments. (e) The Incentive Options will be granted for nilconsideration. (f) Upon exercise of the Incentive Options, the Shareswill be issued on a one for one basis on the same terms as the Company'sexisting Shares; (g) the Incentive Options are exercisable from the date ofgrant until 30 November 2008. The Incentive Options will not be quoted on ASX.Further terms and conditions of the Incentive Options are in Schedule 2 of thisExplanatory Memorandum. (h) The Company will grant the Incentive Options no laterthan 1 month after the date of the Meeting (or such longer period of time as ASXmay in its discretion allow). (i) Mr James has an interest in the Resolution under whichIncentive Options will be granted to him and therefore does not want to make arecommendation. In relation to the Incentive Options to be granted to Mr James,each other Director has no interest in the outcome of the grant of IncentiveOptions and is in favour of the Resolution. (j) Other than the Incentive Options the subject of thisResolution 3, Mr James currently does not hold an interest in securities of theCompany. (k) A valuation of these Incentive Options has been obtainedfrom an independent expert and on the basis of the assumptions set out below thetechnical value of one Incentive Option is as follows: Name Number of Options Value Per Total Value Security Mr James 250,000 $1.046 $261,500 This valuation imputes a total value of $261,500 to the James Incentive Options. The value may go up or down after the date of valuation as it will depend onthe future price of a Share. Black & Scholes methodology has been used,together with the following assumptions: i. The risk free rate is the Commonwealth Government securitiesrate with a maturity date approximating that of the expiration period of theIncentive Options as at 1 May 2007 - 6.14%; ii. The underlying security spot price used for the purposes ofthis valuation is based on the closing price of the Company's Shares as at 30April 2007 - $1.695; iii. the volatility factor is set as 95% which is based on an averageof comparable companies' historical data from the Australian Graduate School ofManagement's Risk Measurement Service; iv. for the purposes of the valuation, no future dividend paymentshave been forecast; and v. for the purposes of the valuation it is assumed that theIncentive Options will not be exercised any earlier than the expiry date of 30November 2008. (l) If the Shareholders approve the proposed grant ofIncentive Options under this Resolution, the exercise of those Incentive Optionswill result in a dilution of all other Shareholders' holdings in the Company of0.28% based on issued Shares as at the date of this Notice. (m) Under the new accounting standard AASB 2 Share BasedPayments, the Company would recognise the fair value of options granted to MrJames as an expense of $261,500 in the income statement with a correspondingadjustment to equity. (n) The market price of Shares would normally determinewhether Mr James will exercise the Incentive Options or not. If the IncentiveOptions are exercised at a price that is lower than the price at which Sharesare trading on ASX, there may be a perceived cost to the Company. (o) No funds will be raised by the grant of the JamesIncentive Options as they are being issued for nil consideration. (p) Historical share price information for the last twelvemonths is set out below: Price Date Highest $2.01 10 April 2007 Lowest $0.58 22 June 2006 Last $1.55 15 May 2007 (q) Other than the information above and otherwise set outin this Explanatory Memorandum, the Company believes that there is no otherinformation that would be reasonably required by Shareholders to pass Resolution3. (r) A voting exclusion statement is included in thisNotice. As Shareholder approval is sought under Listing Rule 10.11, approval underListing Rule 7.1 is not required. 6. Resolution 4 - Authority to Grant Incentive Options to MrMatthew Syme Resolution 4 seeks the approval of Shareholders pursuant to Listing Rule 10.11and Chapter 2E of the Corporations Act for the Directors to grant 1,000,000Incentive Options to Hopetoun Consulting Pty Ltd, a company of which Mr Syme isa director and beneficial shareholder. Shareholder approval is required under ASX Listing Rule 10.11 and section 208 ofthe Corporations Act because Mr Syme is a related party of the Company.Furthermore, Shareholder approval of the grant of the Syme Incentive Optionsmeans that this issue will not reduce the Company's 15% placement capacity underASX Listing Rule 7.1. Resolution 4 is an ordinary resolution. Specific Information Required by Listing Rule 10.13 and section 219 of theCorporations Act (a) 1,000,000 Incentive Options will be granted to HopetounConsulting Pty Ltd, a related party of Mr Syme exercisable at $1.00 each on orbefore 30 November 2008. (b) On 27 August 2004, Mr Syme commenced as managingdirector of Berkeley. Mr Syme was appointed to pursue acquisition and newbusiness opportunities as well as manage the Company's existing portfolio ofassets. The Incentive Options the subject of this resolution, form part of MrSyme's revised employment terms, as announced by the Company on 4 December 2006. The average closing price of Berkeley Shares during the five trading days up tothe date of the announcement by the Company was $1.12. The Company is small listed company which has recently acquired an interest invarious uranium projects is Spain. The Company has limited funds, most of whichare allocated to specific exploration and development activities. As a result,the Board chose to grant Incentive Options to Mr Syme as a key component of hisremuneration in order to retain his services and to provide additional incentivelinked to the performance of the Company. There are no additional performance criteria on the Incentive Options as giventhe speculative nature of the Company's activities and the small management teamresponsible for its running, it is considered the performance of Mr Syme and theperformance and value of the Company are closely related. As such, theIncentive Options granted will generally only be of benefit if Mr Syme performsto the level whereby the value of the Company increases sufficiently to warrantexercising the Incentive Options. (c) In addition to the Incentive Options to be issued inaccordance with Resolution 4, Mr Syme currently receives the followingremuneration package: Salary $250,000 pa Superannuation $22,500 pa Total $272,500 pa Mr Syme is also entitled to a cost of living allowance of £1,500 per month tocover additional living expenses whilst based in London. In addition, Mr Syme is entitled to reimbursement of all reasonable travelling,accommodation and other expenses that a Director properly incurs in attendingmeetings of Directors or any meetings of committees of Directors, in attendingany meetings of Members and in connection with the business of the Company.Other than as set out in this Notice, Mr Syme does not receive any otheremoluments. (d) The Incentive Options will be granted for nilconsideration. (e) Upon exercise of the Incentive Options, the Shares willbe issued on a one for one basis on the same terms as the Company's existingShares; (f) the Incentive Options are exercisable from the date ofgrant until 30 November 2008. The Incentive Options will not be quoted on ASX.Further terms and conditions of the Incentive Options are in Schedule 2 of thisExplanatory Memorandum. (g) The Company will grant the Incentive Options no laterthan 1 month after the date of the Meeting (or such longer period of time as ASXmay in its discretion allow). (h) Mr Syme has an interest in the Resolution under whichIncentive Options will be granted to him and therefore does not want to make arecommendation. In relation to the Incentive Options to be granted to Mr Syme,each other Director has no interest in the outcome of the grant of IncentiveOptions and is in favour of the Resolution. (i) The current security holding of Mr Syme is as follows: Name of Director Shares Executive Options - Executive Options - $0.20 $0.25Matthew Syme 760,1001 1,000,000 1,000,000 1 720,100 of these shares are held by Hopetoun Consulting Pty Ltd, a relatedparty of Mr Syme. (j) A valuation of these Incentive Options has beenobtained from an independent expert and on the basis of the assumptions set outbelow the technical value of one Incentive Option is as follows: Name Number of Options Value Per Total Value Security Hopetoun Consulting Pty Ltd 1,000,000 $1.046 $1,046,000 This valuation imputes a total value of $1,046,000 to the Syme IncentiveOptions. The value may go up or down after the date of valuation as it willdepend on the future price of a Share. Black & Scholes methodology has beenused, together with the following assumptions: i. The risk free rate is the Commonwealth Government securities rate with a maturity dateapproximating that of the expiration period of the Incentive Options as at 1 May2007 - 6.14%; ii. The underlying security spot price used for the purposes of this valuation is basedon the closing price of the Company's Shares as at 30 April 2007 - $1.695; iii. the volatility factor is set as 95% which is based on an average of comparablecompanies' historical data from the Australian Graduate School of Management'sRisk Measurement Service; iv. for the purposes of the valuation, no future dividend payments have been forecast; and v. for the purposes of the valuation it is assumed that the Incentive Options will not beexercised any earlier than the expiry date of 30 November 2008. (k) If the Shareholders approve the proposed grant ofIncentive Options under this Resolution, the exercise of those Incentive Optionswill result in a dilution of all other Shareholders' holdings in the Company of1.12% based on issued Shares as at the date of this Notice. (l) Under the new accounting standard AASB 2 Share BasedPayments, the Company would recognise the fair value of options granted to MrSyme as an expense of $1,046,000 in the income statement with a correspondingadjustment to equity. (m) The market price of Shares would normally determinewhether Mr Syme will exercise the Incentive Options or not. If the IncentiveOptions are exercised at a price that is lower than the price at which Sharesare trading on ASX, there may be a perceived cost to the Company. (n) No funds will be raised by the grant of the SymeIncentive Options as they are being issued for nil consideration. (o) Historical share price information for the last twelvemonths is set out below: Price Date Highest $2.01 10 April 2007 Lowest $0.58 22 June 2006 Last $1.55 15 May 2007 (p) Other than the information above and otherwise set outin this Explanatory Memorandum, the Company believes that there is no otherinformation that would be reasonably required by Shareholders to pass Resolution 4. (q) A voting exclusion statement is included in this Notice. As Shareholder approval is sought under Listing Rule 10.11, approval underListing Rule 7.1 is not required. 7. Resolution 5 - Adoption of Employee Option Scheme Resolution 5 seeks Shareholder approval in accordance with the ASX Listing Rule7.2 for the establishment of the Berkeley Employee Option Scheme and the issueof Options pursuant to this Scheme. The two main purposes of the Scheme are to give an incentive to the EligibleEmployees to provide dedicated and ongoing commitment and effort to the Companyaligning the interests of both employees and Shareholders and for the Company toreward Eligible Employees for their efforts. The Scheme contemplates the issueto Eligible Employees of options to subscribe for Shares. ASX Listing Rule 7.1 places restrictions on the number of equity securities,including options, which a listed company may issue in any 12 months. However,certain issues are exempt from this ASX Listing Rule and are effectivelydisregarded for the purposes of counting the number of securities which acompany may issue. Exempt issues include an issue of securities to persons participating in anemployee option scheme where shareholders have approved the issue of securitiesunder the scheme as an exemption from ASX Listing Rule 7.1. Shareholderapproval must be given in a general meeting held not more than 3 years beforethe date of issue where the Notice contains or is accompanied by certainprescribed information (set out below). In order to take advantage of the exemption from ASX Listing Rule 7.1 and allowthe Company greater flexibility to issue securities, Shareholders are requestedto approve the Scheme as an exemption from ASX Listing Rule 7.1. This approval will be effective for a period of 3 years from the date thepassing by Shareholders of Resolution 5. For the purpose of ASX Listing Rule 7.2 Exception 9 the terms of the Scheme arein Schedule 3. 8. Resolution 6 - Deed of Indemnity and Access with SenorJose Ramon Esteruelas 8.1 Background The purpose of Resolution 6 is to enable the Company to provide Senor Esteruelaswith a reasonable level of protection in relation to claims made against himacting as a Director of the Company, effective from the date of SenorEsteruelas' appointment. Shareholder approval was granted for the Company to enter into the same Deed ofIndemnity and Access with each existing Director at the 2005 and 2006 annualgeneral meetings. Given his duties and responsibilities as a director of a public company and hispotential liabilities, the Board considers it appropriate that Senor Esteruelasbe suitably protected from certain claims made against him. The proposedprotection will not extend to the extent it is prohibited by the CorporationsAct. As a person may be called to account for his or her actions several years afterceasing to be a director of a company, it is considered reasonable that suitableprotection should extend for a period of time after Senor Esteruelas has ceasedto be a director of the Company. It is generally recognised that a director or former director of a company mayface considerable difficulty in properly answering or defending any claim madeagainst him or her, particularly, as is often the case, where the claim isbrought after the director ceases to hold office. Difficulties may arise byreason of the following: a) No indemnity after directorship ends While a Company's constitution provides Directors with an indemnity in respectof claims made while they remain Directors, arguably that indemnity ceases whenthe directorship ends. Without the benefit of an indemnity, the cost ofdefending such a claim in respect of the actions of a Director or formerDirector, even if the claim is ultimately proven to be without merit, can beconsiderable and beyond the financial resources of the individual Director. b) Maintenance of insurance policies Directors' and Officers' insurance policies generally only provide cover forclaims made during the currency of the insurance policy, ie. while insurancepremiums continue to be paid on the policy. Generally, unless insurancepremiums continue to be paid after the time a person ceases to be a Director,claims made after cessation of the directorship will not be covered by theinsurance policy. The cost to a former Director of personally maintaininginsurance cover after ceasing to be a Director can be prohibitive, particularlygiven the number of years for which insurance must be maintained and given theformer Director will no longer be receiving any income from the Company. c) Access to board papers Directors have a statutory right to inspect the books of the Company: i) whilst they hold office; and ii) for a period of 7 years after the Director ceases to hold office, at all reasonable times for the purpose of a legal proceeding to which theDirector is a party, that the Director proposes in good faith to bring or thatthe Director has reason to believe will be brought against him or her. Despite this statutory right, Senor Esteruelas may require access to companydocuments which are relevant to his holding office as a Director of the Companyand not strictly required for the purpose of anticipated, threatened orcommenced legal proceedings. Furthermore, although a proceeding may beinstituted within six years after a cause of action arises, that six year periodis calculated from the date the damage is found to have occurred - this may belong after the conduct in question, from which the later damage arose, actuallyoccurred. Given these difficulties a person may be unwilling to become or to remain as aDirector of a public company without suitable protection being provided by theCompany. The benefit to the Company in providing such protection is that itwill continue to be able to attract persons of suitable expertise and experienceto act as Directors. 8.2 Summary of the Indemnity, Insurance and Access Deed The Company will enter into a Deed of Indemnity, Insurance and Access ("Deed")which, subject to Shareholder approval, will require: a) the Company to indemnify Senor Esteruelas during theperiod of his directorship and after the cessation of the directorship, inrespect of certain claims made against him in his capacity as a Director of theCompany to the extent allowable under the Corporations Act; b) the Company to use its best endeavours (subject to costand availability) to maintain an insurance policy and pay the premiums ofinsurance as assessed at market rates applicable from time to time, to theextent available under the Corporations Act, for Senor Esteruelas in respect ofcertain claims made against him in his capacity as a Director of the Company andto continue to pay those premiums for a period of up to 7 years following thetermination of his directorship; c) that if the Company cannot procure an insurance policyfor a Director at a reasonable cost it shall advise such Director who may referthe matter to an expert (whose decision shall be final and binding on theparties) for determination that the Company has not used reasonable endeavoursand the expert may direct the Company to obtain an insurance policy on the bestavailable terms; and d) the Company to provide Senor Esteruelas with access,upon ceasing for any reason to be a director of the Company and for a period ofup to 7 years following that cessation, to any Company records which are eitherprepared or provided to Senor Esteruelas during the period during which he was adirector of the Company. The Deed will also require Senor Esteruelas to maintain confidentiality and toprotect the Company's intellectual property. 8.3 Summary of indemnity and insurance provisions in the Corporations Act In considering Resolution 6, Shareholder should be aware of the followinglimitations in the Corporations Act concerning the provision of indemnities andinsurance to Company officers. The deed for which Shareholder approval issought under Resolution 6, complies with these limitations. a) Section 199A of the Corporations Act The Corporations Act now sets out specific prohibitions to the Company's abilityto grant indemnities for liabilities and legal costs. The Company is prohibited from indemnifying its officers against a liability ifit is a liability: i) to the Company or any of its related bodies corporate; ii) to a third party that arose out of conduct involving a lack of good faith; or iii) for a pecuniary penalty order or a compensation order under the Corporations Act (such orders being made for breaches such as breaches of Director's duties, the related party rules and insolvent tradingrules). The Company is also prohibited from indemnifying its officers against legalcosts incurred: i) in defending actions where an officer is found liable for a matter for which he or she cannot be indemnified by the Company as set out immediately above; ii) in defending criminal proceedings where the officer is found guilty; iii) in defending proceedings brought by the ASIC or a liquidator for a court order if the grounds for making the order are found by the court to be established; or iv) in connection with proceedings for relief to the director under the Corporations Act where the court denies the relief. b) Section 199B of the Corporations Act If the Company, or a related body corporate of the Company, pays the premium onan insurance policy in favour of a Director, then section 199B of theCorporations Act requires the Company to ensure that the relevant contract ofinsurance does not cover liabilities incurred by the officer arising out ofconduct involving either: i) a wilful breach of duty in relation to the Company;or ii) contravention of the provisions relating to anofficer making improper use of information or improper use of his or herposition for his or her advantage or gain, or to the detriment of the Company. 8.4 Shareholder approval To enable the Company to enter into a Deed of Indemnity and Access with SenorEsteruelas, Resolution 6 seeks Shareholder approval in accordance with thefollowing provisions of the Corporations Act: a) Section 200B of the Corporations Act Section 200B of the Corporations Act relevantly provides that the Company cannotgive a benefit to a Director in connection with the retirement of that Directorfrom his or her office, without Shareholder approval. The Directors consider that as: i) the proposed payment of insurance premiums; ii) the benefit of the indemnity in relation toliabilities incurred during the period Senor Esteruelas holds office; and iii) Senor Esteruelas' access to Company records, continues for a period of up to 7 years after Senor Esteruelas ceases to holdoffice, this may be viewed as the provision of a benefit given "in connectionwith" Senor Esteruelas' retirement from the board for the purposes of section200B of the Corporations Act. The insurance premiums under the Deed of Indemnity and Access will be calculatedat the market rates applicable from time to time. A copy of all company documents will be kept at the Company's registered officeand made available for inspection and copying by each Director for a period of 7years after he or she ceases to hold office, for whatever reason. b) Section 208 of the Corporations Act Chapter 2E of the Corporations Act prohibits a company from giving a financialbenefit to a related party of the Company unless either: i) the giving of the financial benefit falls withinone of the nominated exceptions to the provision (eg section 212); or ii) prior shareholder approval is obtained to thegiving of the financial benefit. For the purposes of Chapter 2E, Senor Esteruelas is considered to be a relatedparty of the Company. The provision of insurance and indemnity to Senor Esteruelas may involve theprovision of a financial benefit to related parties of the Company within theprohibition provided by Chapter 2E of the Corporations Act. The Board considerthat, although the payment of insurance premiums and the provision ofindemnities by the Company are "reasonable in the circumstances" of the Companyand therefore are exceptions from the prohibition in Chapter 2E of theCorporations Act, consideration of the reasonable nature of the provision of anyindemnity or insurance is an appropriate matter for the Shareholders of theCompany. In accordance with sections 200E and 219 of the Corporations Act, the followinginformation is provided to Shareholders to allow them to assess the proposedresolution: i) The Company proposes to take out an insurancepolicy which will provide insurance cover for Senor Esteruelas against allpermitted liabilities incurred by Senor Esteruelas acting as a director of theCompany. ii) The insurance premiums payable will be calculatedat market rates applicable from time to time, if insurance is available, with anindicative range of $5,000 - $15,000 per annum. iii) Senor Esteruelas is a related party of the Companyto whom the proposed resolution would permit the giving of benefits. iv) The nature of the benefit to be given to SenorEsteruelas is the benefit under the Deed of Indemnity, Insurance and Access, theterms of which are summarised in Section 8.2. v) Senor Esteruelas is not entitled to or wishes tomake a recommendation to shareholders about the proposed resolution as he holdsan interest in the benefit proposed to be given by the Company, as he is aproposed party to the Deed of Indemnity, Insurance and Access. In relation tothe benefit under the Deed of Indemnity, Insurance and Access to be given toSenor Esteruelas, each other Director has no interest in the outcome of thisResolution and is in favour of the Resolution. vi) Neither the Directors nor the Company are aware ofany other information that would be reasonably required by shareholders to makea decision in relation to the benefits contemplated by the proposed Resolution. vii) The reasons and basis for the benefit are set outin Section 8.1. viii) The remuneration of Senor Esteruelas is set out inSection 4. Schedule 1- Definitions In this Explanatory Memorandum and Notice of General Meeting: "ASIC" means Australian Securities and Investments Commission. "ASX" means ASX Limited, trading as the Australian Securities Exchange. "Board" means Directors of the Company. "Business Day" means a day on which the ASX is open for trading. "Chair" means the person appointed to chair the Meeting of the Company convenedby this Notice. "Company" or "Berkeley" means Berkeley Resources Limited ABN 40 052 468 569. "Constitution" means the Constitution of the Company as at the date of theMeeting. "Corporations Act" means the Corporations Act 2001 (Cth). "Directors" means the directors of the Company. "Explanatory Memorandum" means the explanatory memorandum to the Notice. "Incentive Option" means an option which entitles the holder to subscribe forone Share on the terms and conditions in Schedule 2. "Incentive Optionholder" means a person who holds an Incentive Option. "Insurance Run-Off Period" means a period of 7 years commencing the date aDirector ceases to be a director of the Company. "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 General Meeting. "Official List" means the official list of ASX. "Proxy Form" means the proxy form attached to the Notice. "Resolution" means a resolution referred to in this Notice. "Share" means a fully paid ordinary share in the capital of the Company. "Shareholder" means a shareholder of the Company. In this Notice, words importing the singular include the plural and vice versa. Schedule 2 - Terms and Conditions of Incentive Options 1. Exercise Price The exercise price of each Incentive Option is $1.00 ("Exercise Price"). 2. Expiry Date Each Incentive Option has an expiry date of 30 November 2008 ("Expiry Date"). 3. Exercise Period The Incentive Options are only exercisable during the exercise period (beingfrom the date of issue to the Expiry Date). 4. Quotation of Incentive Options Application will not be made for the official quotation on ASX of the IncentiveOptions. 5. Entitlement The Incentive Options entitle the holder to subscribe for one Share uponexercise of each Incentive Option. 6. Notice of Exercise The Incentive Options may be exercised by notice in writing to the Company. Anynotice of exercise of an Incentive Option received by the Company will be deemedto be a notice of the exercise of that Incentive Option as at the date ofreceipt. 7. Timing of issue of Shares After an Incentive Option is validly exercised, the Company must, within, 20Business Days of the notice of exercise and receipt of cleared funds equal tothe sum payable on the exercise of the Incentive Option: (i) issue and allot the Share; and (ii) do all such acts matters and things to obtain thegrant of Official Quotation of the Share on ASX no later than 5 Business Daysafter issuing the Shares. 8. Shares issued on exercise Shares issued on exercise of the Incentive Options rank equally with the thenShares of the Company. 9. Quotation of Shares on exercise Application will be made by the Company to ASX for Official Quotation of theShares issued upon the exercise of the Incentive Options. 10. Participation in new issues There are no participation rights or entitlements inherent in the IncentiveOptions and holders will not be entitled to participate in new issues of capitaloffered to Shareholders during the currency of the Incentive Options. However, the Company will ensure that for the purposes of determiningentitlements to any such issue, the record date will be at least 10 businessdays after the issue is announced. This will give holders of Incentive Optionsthe opportunity to exercise their Incentive Options prior to the date fordetermining entitlements to participate in any such issue. 11. Adjustment for bonus issues of Shares If the Company makes a bonus issue of Shares or other securities to existingShareholders (other than an issue in lieu or in satisfaction, of dividends or byway of dividend reinvestment): (i) the number of Shares which must be issued on theexercise of an Incentive Option will be increased by the number of Shares whichthe Incentive Optionholder would have received if the Incentive Optionholder hadexercised the Incentive Option before the record date for the bonus issue; and (ii) no change will be made to the Exercise Price. 12. Adjustment for rights issue If the Company makes an issue of Shares pro rata to existing Shareholders (otherthan an issue in lieu of in satisfaction of dividends or by way of dividendreinvestment) the Exercise Price of an Incentive Option will be reducedaccording to the following formula: New exercise price = O - E(P-(S+D)) N+1 O = the old Exercise Price of the Incentive Option. E = the number of underlying Shares into which one Incentive Option isexercisable. P = average market price per Share weighted by reference to volume of theunderlying Shares during the 5 trading days ending on the day before the exrights date or ex entitlements date. S = the subscription price of a Share under the pro rata issue. D = the dividend due but not yet paid on the existing underlying Shares(except those to be issued under the pro rata issue). N = the number of Shares with rights or entitlements that must be held toreceive a right to one new Share. 13. Adjustments for reorganisation If there is any reconstruction of the issued share capital of the Company, therights of the Incentive Optionholders will be varied to comply the ASX ListingRules which apply to the reconstruction at the time of the reconstruction. 14. Incentive Options non transferable The Incentive Options are not transferable. 15. Lodgement instructions Cheques shall be in Australian currency made payable to the Company and crossed"Not negotiable". The application for Shares on exercise of the IncentiveOptions with the appropriate remittance should be lodged at the Company's ShareRegistry. Schedule 3 - Terms and Conditions of the Berkeley Employee Option Scheme 1. Scheme Terms and Conditions The Directors are empowered to operate the Scheme in accordance with the ListingRules and on the following terms and conditions: a) Subject to paragraph (d), the Directors may offer to issue Options toEligible Employees in accordance with Class Order 03/184, the Scheme and in suchmanner and on such terms and conditions as they in their absolute discretiondetermine. b) If the Company has offered you Options, to accept the offer completethe Acceptance Form or accept in such other form as the Directors may in theirabsolute discretion approve from time to time. c) The Eligible Employees to participate in the Scheme shall be as theDirectors in their absolute discretion determine and shall take into accountskills, experience, length of service with the Company, remuneration level andsuch other criteria as the Directors consider appropriate in the circumstances. d) Options may not be offered under this Scheme without the issue of aprospectus in accordance with Chapter 6D of the Corporations Act, if theaggregate of: i) the number of Options to be issued; ii) the number of Shares which would be issued if all the current Optionsissued under any employment incentive scheme were exercised; iii) the number of Shares which have been issued as a result of the exerciseof Options issued under any employee incentive scheme, where the Options wereissued during the preceding five years; and iv) all other Shares issued pursuant to any employee incentive scheme duringthe preceding five years; but disregarding any offer made, Options or Shares issued by way of or as aresult of: v) an offer to a person situated at the time of receipt of the offeroutside Australia; vi) an offer that was an excluded offer or invitation within the meaning ofthe Corporations Act as it stood prior to the commencement of Schedule 1 of theCorporate Law Economic Reform Program Act 1999; vii) an offer that did not need disclosure to investors because of section708 of the Corporations Act; or viii) an offer under a disclosure document, would exceed 5% of the then current number of Shares on issue. e) The Directors may, in their absolute discretion, offer to EligibleEmployees Options under the Scheme, notwithstanding that it has previouslyissued more than the 5% limit in paragraph (d), up to a maximum of 10%, providedthat the issue is made in accordance with the requirements of Chapter 6D of theCorporations Act. f) Options will be issued free of charge to Eligible Employees. Theexercise price of the Options shall be as the Directors in their absolutediscretion determine, provided that it shall not be less than that amount whichis equal to 90% of the average market price of the Shares in the 5 days in whichsales in the Shares were recorded immediately preceding the day on which theDirectors resolve to offer the Options. g) The Directors may limit the total number of Options which may beexercised under the Scheme in any year. h) The Directors, in their absolute discretion, having regard to skills,experience, length of service with the Company, remuneration level and suchother criteria as the Directors consider appropriate in the circumstances, shalldetermine criteria to establish the periods during which the Options may beexercised. i) All Options with a common expiry date shall have the same exerciseprice and rights to participate in issues of securities by the Company. j) Unless the Directors in their absolute discretion determineotherwise, Options shall lapse upon the earlier of: i) the expiry of the exercise date; ii) the Option holder ceasing to be an Eligible Employee by reason ofdismissal, resignation or termination of employment, office or services for anyreason; iii) the expiry of 30 days after the Option holder ceases to be an EligibleEmployees by reason of retirement; or iv) a determination by the Directors that the Option holder has actedfraudulently, dishonestly or in breach of his or her obligations to the Companyor an Associated Body Corporate; k) If an Eligible Employee accepts an offer from the Company toparticipate in the Scheme then the Company will evidence the issue of an Optionto an Eligible Employee by issuing that Eligible Employee a Certificate for thatOption. l) Each Option entitles the holder to subscribe for and be issued withone Share. m) Shares issued pursuant to the exercise of Options will in all respects,including bonus issues and new issues, rank equally and carry the same rightsand entitlements as other Shares on issue. n) There are no participating rights or entitlements inherent in theOptions and holders will not be entitled to participate in new issues of capitaloffered to shareholders during the currency of the Options. However, the Companywill ensure that for the purposes of determining entitlements to any such issue,the record date will be at least 7 business days after the issue is announced.This will give Option holders the opportunity to exercise their Options prior tothe date for determining entitlements to participate in any such issue. o) The Options will not be quoted on the ASX. However, application will bemade to the ASX for official quotation of the Shares issued on the exercise ofthe Options if the Shares are listed on the ASX at that time. p) An application to be issued Options may be made by Eligible Employeesinvited to participate in the Scheme in such form and on such terms andconditions concerning the closing date for applications as the Directors intheir absolute discretion determine. q) If at any time the issued capital of the Company is reconstructed, allrights of Option holders are to be changed in a manner consistent with theListing Rules. r) Subject to and in accordance with the Listing Rules (including anywaiver issued under such Listings Rules), the Directors (without the necessityof obtaining the prior or subsequent consent of shareholders of the Company in ageneral meeting) may from time to time amend (including the power to revoke, addto or vary) all or any provisions of the Terms and Conditions in any respectwhatsoever, by an instrument in writing, provided that rights or entitlements inrespect of any Option issued before the date of amendment shall not be reducedor adversely affected unless prior written approval from the affected holder(s)is obtained. s) At the absolute discretion of the Directors, the terms upon whichOptions will be issued may incorporate performance related factors. Such factorsmay reflect, inter alia, profitability levels, increases in production ordecreases in production costs and may, subject to clause (r) above, be amendedfrom time to time in a manner favourable to the Option holder. However suchperformance related factors, if included in the Option terms or so amended shallnot act in any way to constitute a breach of the Terms and Conditions. t) Notwithstanding the Terms and Conditions, upon the occurrence of aTrigger Event the Directors may determine: i) that the Options may be exercised at any time from the date of suchdetermination, and in any number until the date determined by the Directorsacting bona fide so as to permit the holder to participate in any change ofcontrol arising from a Trigger Event provided that the Directors will forthwithadvise in writing each holder of such determination. Thereafter, the Optionsshall lapse to the extent they have not been exercised; or ii) to use their reasonable endeavours to procure that an offer is made toholders of Options on like terms (having regard to the nature and value of theOptions) to the terms proposed under the Trigger Event in which case theDirectors shall determine an appropriate period during which the holder mayelect to accept the offer and, if the holder has not so elected at the end ofthat period, the Options shall immediately become exercisable and if notexercised within 10 days, shall lapse. u) An Option may not be transferred or assigned except that a legalpersonal representative of a holder of an Option who has died or whose estate isliable to be dealt with under laws relating to mental health will be entitled tobe registered as the holder of that Option after the production to the Directorsof such documents or other evidence as the Directors may reasonably require toestablish that entitlement. v) An Option is exercisable by the holder lodging with the Company aNotice of Exercise of Option together with a cheque for the exercise price ofeach Option to be exercised and the relevant Option Certificate. If not all ofthe holder's Options are being exercised, a holder must exercise Options inmultiples of 1,000. w) Neither participation in the Scheme by the Company or an Associated BodyCorporate or any Eligible Employees or Option holders or anything contained inthese Terms and Conditions shall in any way prejudice or affect the right of theCompany or an Associated Body Corporate to dismiss any Eligible Employees orOption holder or to vary the terms of employment of any Eligible Employees orOption holder. Nor shall participation or the rights or benefits of an EligibleEmployees or Option holder under the Terms and Conditions be relevant to or beused as grounds for granting or increasing damages in any action brought by anEligible Employees or Option holder against the Company or an Associated BodyCorporate whether in respect of any alleged wrongful dismissal or otherwise. x) At all times during which Eligible Employees may subscribe for orpurchase Shares upon exercise of an Option issued pursuant to the Scheme, theCompany shall provide, within a reasonable period of a request by EligibleEmployees, the current market price of the Shares. Contact the CompanySecretary to obtain this information. y) The Scheme shall be administered by the Directors who shall have powerto: i) determine appropriate procedures for administration of the Schemeconsistent with these Terms and Conditions; ii) resolve conclusively all questions of fact or interpretation or disputein connection with the Scheme and settle as the Directors in their absolutediscretion determine expedient any difficulties or anomalies howsoever arisingwith or by reason of the operation of the Scheme; iii) delegate to any one or more persons for such period and on suchconditions as it may determine the exercise of any of the Directors' powers ordiscretions arising under the Scheme; and iv) subject to the Listing Rules, waive strict compliance with, amend or addto the Terms and Conditions of the Scheme except for the provisions of clause(d), and where such actions are taken such actions shall be conclusive, finaland binding on Option holders. 2. Definitions In this Schedule the following terms shall bear the following meanings: "Acceptance Form" means the Acceptance Form which will accompany the invitationto the Eligible Employee to participate in the Scheme. "Associated Body Corporate" means: i) a related body corporate (as defined in the Corporations Act) ofthe Company; ii) a body corporate which has an entitlement to not less than 20% ofthe voting shares of the Company; and iii) a body corporate in which the Company has an entitlement to notless than 20% of the voting shares. "ASX" means the Australian Stock Exchange Limited. "Business Day" means those days other than a Saturday, Sunday, New Year's Day,Australia Day, Good Friday, Easter Monday, Anzac Day, Christmas Day, Boxing Dayand any other day which the ASX shall declare and publish is not a business day. "Certificate" means a certificate for any Option issued to Eligible Employeeswhich will include all of the terms and conditions of the Option and the Noticeof Exercise of Option or such other evidence of ownership that the Directors mayin their absolute discretion determine from time to time. "Company" means Berkeley Resources Limited ABN 40 052 468 569. "Company Group" means the Company and its Associated Bodies Corporate. "Corporations Act" means the Corporations Act 2001 (Commonwealth). "Directors" mean the directors from time to time of the Company. "Eligible Employees" means any full or part time employees and consultants ofthe Company or its Associated Bodies Corporate. "Listing Rules" means the official listing rules of ASX as amended from time totime. "Notice of Exercise of Option" means the Notice of Exercise of Option which willaccompany the invitation to the Eligible Employee to participate in the Scheme. "Offer Period" means the period referred to in the definition of that expressionin Section 624 of the Corporations Act, provided that where a takeover bid ispublicly announced prior to the service of an off-market bidder's statement onthe Company in relation to that takeover bid the Offer Period shall be deemed tohave commenced at the time of that announcement. "Option" means an option to acquire a Share issued in accordance with theScheme. "Scheme" means the Berkeley Resources Limited ABN 40 052 468 569 Employee OptionScheme in which Eligible Employees may be invited to participate in accordancewith the Terms and Conditions. "Share" means a fully paid ordinary share in the capital of the Company. "Terms and Conditions" means the terms and conditions in section 1 of Schedule 3as amended from time to time. "Trigger Event" means: i) the despatch of a notice of meeting to consider a scheme ofarrangement between the Company and its creditors or members or any classthereof pursuant to section 411 of the Corporations Act; ii) the service of a bidder's statement or a like document on theCompany; or iii) the date upon which a person or a group of associated personbecomes entitled, subsequent to the date of issue of the Option, to sufficientShares to give it or them the ability, in general meeting to replace all, orallow a majority, of Directors in circumstances where such ability was notalready held by a person associated with such person or group of associatedpersons. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Berkeley Eng