Quarterly Report

29 October 2010

BERKELEY RESOURCES LIMITED

Quarterly Activities Report - September 2010

Intensive activity continued throughout the quarter, with a strong focus on upgrading the Mineral Resources at the Salamanca Uranium Project (SUP) and advancing phase one of the Feasibility Study across a broad front with the aim of completion in the December quarter. In addition, corporate activity resulted in a non-binding MOU being signed with the Korea Electric Power Corporation (KEPCO), to finance and develop the SUP, subject to positive due diligence.

Key Technical Developments

·; RC drilling was completed in September with a total of 98 holes for 7,054 metres drilled during the quarter. The drilling successfully upgraded the confidence levels at Sageras and Alameda South and discovered an extension to the mineralisation at Sageras which remains open to the north-west.

·; Updated Mineral Resources Estimates were announced in September for the Sageras and Alameda South deposits. The combined Mineral Resources at these two deposits increased by 10% to 29.8 Mlbs U3O8 with 93% now in the Measured and Indicated categories.

·; Tank leach metallurgical tests have produced very encouraging results with 93% uranium extraction achieved in acid batch leach tests for bulk samples from Palacios and Alameda and 87% at Sageras.

·; Very low acid consumption at Sageras (7-10kg/t), increasing slightly to 12-13 kg/t at Alameda, with 23-25 kg/t at the smaller Palacios deposit.

·; Initial results from four, 50 day, static column leach tests on Sageras bulk samples have returned similar extraction rates.

·; A significant amount of other work toward the SUP Feasibility Study was completed during the quarter including environmental, radiological, water management, waste management and mining studies.

·; Approximately 11.5 tonnes of "representative" core samples were selected and dispatched to SGS in Perth for a variety of ore preparation tests including communition, scrubbing and gravity flotation test work

·; The combined RC drilling and diamond drilling programme for the Retortillo and Santidad deposits is scheduled to commence in October with updated Mineral Resources expected by the end of the year.

·; A further 3,200 metres of diamond drilling is scheduled to commence in October at the Sageras, Palacios North and Alameda South deposits to generate more material for Phase 2 heap leach metallurgical test work.

Key Corporate Developments

·; A non-binding MOU was signed with the Korea Electric Power Corporation (KEPCO) to finance and develop the SUP which was announced on the 10th August.

·; The Company exercised an option to extend the completion of the SUP Feasibility Study by one year to the 25th November, 2011 as per clause 6.1 of the Collaboration Agreement with ENUSA. This may result in the payment of an additional €1 million option fee. The Company believes that this extension will not have any material effect on the start-up date of the project.

·; The Company completed a reorganisation of the Spanish entities which involved the transfer of the Retortillo deposit between wholly owned subsidiaries. A VAT charge was incurred on the transfer of A$3.6m, which has had the effect of reducing the group's cash position to A$4.5m at the end of the quarter - these funds were returned from the Spanish taxation authorities on the 11th October, 2010 - increasing the group's cash position to A$8.1 million.

·; At the beginning of the quarter, Berkeley announced the appointment of BMO Capital Markets Ltd (BMO) as Financial Advisors.

·; Mr Matthew Syme announced his intention to resign as a Non-executive Director of the Company which will take effect from the next Annual General Meeting on the 29th November, 2010.

Berkeley Resources Managing Director, Mr Ian Stalker commented "This has been another extremely busy and significant period for Berkeley. The upgrading of the Mineral Resources, encouraging metallurgical test work results and the positive progress on the Feasibility Study all confirm the potential of the Salamanca Uranium Project."

Enquiries - Managing Director: Ian Stalker Tel: +34 608 221 497

RBC Capital Markets: Martin Eales Tel: +44 20 7029 7881

KEPCO PARTNERSHIP

Berkeley has entered into a non-binding Memorandum of Understanding (MOU) with the Korea Electric Power Corporation (KEPCO), to finance and develop the SUP.

KEPCO is a Korean government invested diversified energy company with assets over $US 80 billion and revenues of over $US 30 billion, on a consolidated basis as of December 31, 2009. The company is involved in the generation, transmission and distribution of electrical power from nuclear, hydro, coal, oil and LNG sources worldwide. KEPCO provides electricity to almost all households in Korea and operates twenty nuclear power plants in the country with six more under construction. The company has over 30,000 employees and is listed on the Korean Stock Exchange and the New York Stock Exchange.

Under the terms of the agreement announced to the ASX on the 10th August, KEPCO would invest, at the Project level only, US$ 70 million for a 35% interest in the Salamanca Uranium Project, which comprises of Aguila, Alameda, Retortillo and Villar mining areas. KEPCO would also contribute funding of 35% for the development of the Salamanca Uranium Project assets to bring them into production as well as ongoing operating expenditure.

In return, this agreement provides that KEPCO would execute a proposed off-take agreement to purchase 35% of the Salamanca Uranium Project's U308 production at industry standard terms, based on a mix of spot and term prices.

The transaction is subject to the completion of a final 60 days due diligence by KEPCO, execution and delivery of a Definitive Agreement (DA) within 30 days thereafter and Berkeley and KEPCO Board approvals, as well as the receipt of certain regulatory stock exchange approvals, if required.

MINERAL RESOURCES

Berkeley's Mineral Resources are grouped into five project areas: Águila, Alameda, Retortillo, Villar and Gambuta.

Initial Mineral Resource Estimates for the Águila and Alameda Areas were announced in February and March following completion of a confirmatory diamond drilling programme at the Sageras, Palacios North and Alameda South deposits.

In June 2010, Berkeley commenced RC drilling at all three deposits to infill and upgrade the resources and test for lateral and depth extensions. The resource infill component of this programme was completed in August and following receipt of the final chemical assays, AMC Consultants (UK) re-estimated the Mineral Resources at the Sageras and Alameda South deposits which were announced on the 23rd September. Detailed outcomes include:

·; Mineral Resources within Berkeley's projects now total 84.6 million tonnes at 446 ppm for 83.2 Mlbs (37.7 Kt) U3O8, with 46% in the Measured and Indicated categories (see Table 1).

·; Combined Mineral Resources for the Phase 1 Feasibility Study deposits (Sageras, Palacios North & Alameda South) have increased by 8% to 34.5 Mlbs (15.7 Kt) U3O8, with 93% in the Measured and Indicated categories (see Table 2).

·; Mineral Resources for the Sageras Deposit have increased by 16% and now total 10.0 Mlbs (4.5 Kt) at an average grade of 405 ppm U3O8. These include 39% Measured Resources and 57% Indicated Resources.

·; Mineral Resources for the Alameda South Deposit have increased by 7% and now total 19.8 Mlbs (9.0 Kt) at an average grade of 445 ppm U3O8. These include 92% Indicated Resources.

A summary of the five Resource Areas with a breakdown of the resource categories is shown in Table 1.

Table 1 - Berkeley Mineral Resource Areas (200 ppm U3O8 cut-off)

SALAMANCA URANIUM PROJECT

Berkeley's Feasibility Study process for the Salamanca Uranium Project commenced in May 2009, following Cabinet approval of the Co-Operation Agreement between Berkeley and ENUSA. The Study objective is to assess the viability of restarting mining within the Salamanca State Reserves, based on a number of known uranium deposits.

Berkeley's Feasibility Study is progressing in 2 separate phases:

1. Phase 1 is focusing on a tank leach scenario with a production rate of 2.1 Mlbs (0.95 Kt) of U3O8 per annum with the Sageras, Palacios North and Alameda South deposits providing the initial feed to the Quercus Plant.

2. Phase 2 aims to increase the production rate up to 5 Mlbs (2.3 Kt) of U3O8 per annum by establishing heap leach operations at the various satellite deposits.

A breakdown of the updated Mineral Resource Estimates for the three Phase 1 Feasibility Study deposits is shown in Table 2.

Table 2 - Phase 1 Feasibility Study Mineral Resources (200 ppm U3O8 cut-off)

A large amount of work was undertaken during the quarter in progressing the first phase of the Feasibility Study which is on track to be completed in November. A summary of the various works completed follows.

1. Drilling

The RC drilling programme was completed in September with a total of 98 holes for 7,054 metres (Table 3) drilled during the quarter.

Table 3 - 3rd Quarter Drilling Totals

The drilling successfully in-filled the Inferred resource areas at Sageras and Alameda South and identified a new zone of mineralisation at Sageras which was not closed off prior to finalizing the updated resource.

The new mineralized zone was discovered in drill hole ZRC-012 which intersected very high grade mineralisation from 44m depth over a 3 metre interval grading 7,027 ppm U3O8.

Follow up drilling has extended the mineralization over 250 metres to the north-west where it is still open. A number of holes drilled to the north of ZRC-012 also returned positive intersections but these were not included in the September resource update as the assay results were received after the Mineral Resource Estimate had been finalized.

10 RC holes (1,112m) were drilled at Palacios aimed at exploring the previously untested area between the two main mineralised domains. The results were disappointing with only 2 holes intersecting mineralisation extending below the current resource model.

Diamond drilling continued during the quarter with one hole (MDD-017) completed at Palacios North and one hole (ASD-057) completed at Alameda South. Both of these holes were drilled to provide additional metallurgical material for heap leach and comminution metallurgical test work.

A new 3,200m diamond drilling programme has been planned and submitted to the Salamanca Mines Department as an extension of the previous diamond drilling for the Palacios North, Sageras and Alameda South deposits. This programme has been designed to generate an additional 20 tonnes of core for Phase 2 heap leach column metallurgical test work and is due to commence in October.

The planned infill and metallurgical RC and diamond drilling programme at the Retortillo and Santidad deposits is expected to commence in November following positive approval by the Salamanca Mines Department.

A list of notable intersections for the quarter is shown in Table 4. The diamond drill holes are presented as eU3O8 grades calculated from down hole radiometrics whereas the RC holes are presented as U3O8 chemical assays.

Table 4 - Notable Intersections

A full table of intersections for the quarter is included in the Appendix. They have been calculated using a nominal 200 ppm U3O8 lower cut-off and a minimum thickness of at least 1 metre. All intersections correlate well with the historical drill hole data in both thickness, location down the hole and grade.

2. Metallurgical Test Work

During the year over 14,500 kg of representative diamond drill core was sent to the SGS Metallurgical Laboratories in Perth, Australia for a comprehensive metallurgical test work campaign supervised by Aker Solutions, Orway Mineral Consultants (WA) Pty Ltd and Kappes Cassiday. The material was selected on the basis of lithology, oxidation and grade from the Sageras, Palacios North and Alameda South deposits.

The primary objective of the Phase 1 metallurgical test work is to optimise the process conditions for treating the uranium ore at Sageras, Alameda and Palacios in a tank leach configuration. The results of the current work will be used for the re-commissioning of the Quercus Processing Plant at a capacity of 2.1 Mlb (0.95 Kt) of U3O8 per annum.

The Phase 1 test work campaign commenced in March 2010 and is scheduled to be completed in the 4th quarter 2010 with the following test work finalised or still in progress:

·; Tank leaching;

·; Heap leaching;

·; Comminution & ore upgrade;

·; Leach agitator test work;

·; Thickening and filtration test work;

·; Effluent neutralisation.

The key results from the test work completed to date are summarised below:

·; Leach recoveries greater than 93% at Palacios and Alameda and 87% at Sageras using an acid based process at high slurry densities of 1.6 to 1.8;

·; A relatively coarse grind in the leach of P80 (750 microns);

·; Rapid leach times - approximately 10 to 12 hours at Alameda and 14 hours at Sageras;

·; Ambient leach temperatures of 20ºC;

·; Low sulfuric acid consumptions of 7 to 10 kg/t at Sageras, 12 to 13 kg/t at Alameda and 23 to 25 kg/t at Palacios;

·; Minimal recovery of impurities with the acid leach;

·; A simplified extraction flow sheet, similar to that employed in uranium acid leach processing elsewhere in the world;

·; Reduction of environmental issues with the generation of a "dry" leach residue.

·; Encouraging results have also been returned from column leach test work on four Sageras variability samples with leach yields between 83 and 90%.

Tank Leach

The current dynamic leach test work has delivered uranium extraction rates in excess of 93% at Alameda and Palacios and 87% at Sageras. All of the tests to date have employed a coarse grind to the leach feed of P80 (750 microns) with the aim of minimizing energy requirements in the comminution circuit without sacrificing yield.

Typical process conditions are presented in Table 5.

Table 5 - Leach Process Conditions for Palacios, Alameda and Sageras

Heap Leach

Column leach test work employing 100mm diameter by 2m length columns on four Sageras lithologies has returned comparable extraction rates to the tank leach process (87% extraction). Acid consumptions are slightly higher than those in the tank leach at 14 and 15 kg/tonne respectively.

Ore Upgrade Test work

The material from Palacios demonstrated outstanding upgrade to a simple crush, scrub and screen process during ore preparation where a total of 57% of the uranium was concentrated into 15% of the feed weight (or 72% of the uranium was concentrated in 37% of the weight).

Engineering Related Test work

A significant component of the test work is focused on developing relevant engineering data to include in the Phase 1 Feasibility Study due for completion in the 4th quarter.

The tank leach test work completed to date has supported the conceptual flow sheets using a relatively simple acid leach process common to many existing uranium operations.

Process Flowsheet

The process flowsheets have been configured from the results of test work conducted to date.

Process engineering data has been obtained for the following test work:

1. Comminution - Table 6 summarises the comminution results for the Alameda and Sageras Ore.

Table 6 - Comminution Result Summary

2. Leach agitator selection - Table 7 lists the leach agitator test work results for the Palacios and Sageras ore at a 70% slurry concentration.

Table 7 - Palacios and Sageras Agitation Test work Results

3. Pre-leach and post-leach thickening - Table 8 shows the dynamic pre-leach thickening results for the Palacios and Sageras Ore.

Table 8 - Palacios and Sageras Dynamic Pre - Leach Thickening Results

Table 9 shows the dynamic post-leach thickening results for the Sageras Ore.

Table 9 - Sageras Dynamic Post -Leach Thickening Results

4. Residue filtration - Table 10 lists the residue filter parameters for the combined Palacios and Sageras Ore.

Table 10 - Residue Filtration Parameters

5. Effluent Neutralisation - A short pilot plant campaign is planned at the Australian Nuclear Science and Technology Organization (ANSTO) for the 4th quarter 2010 that will examine the treatment of acid mine drainage liquors for removal of heavy metals and radionuclides.

Engineering

The following Phase 1 feasibility study process and engineering packages have been completed:

·; Design Basis

·; Mass balance

·; Process Control Flow Diagram

·; Process Block Flow Diagram

·; Equipment List

·; Plant Layouts

·; Motor List

·; Operating Cost

The capital cost for the Phase 1 feasibility study process and engineering packages is still in progress. The following 3 trade-off studies have also been undertaken and the results will be incorporated into the process design:

1. CCD Versus Belt Filtration Option

2. Ammonium Hydroxide Versus Sodium Carbonate Strip Option

3. Continuous Ion Exchange and Solvent Extraction Versus 2 Solvent Extraction Modules Option

Future Work

The current phase of the tank leach testwork programme is expected to be completed in the 4th quarter 2010. Future work is aimed at:

·; Identifying whether improved recoveries of uranium can be achieved for Sageras;

·; Progressing the heap leach Phase 2 testwork on Alameda and Sageras;

·; Completing the pilot plant campaign at ANSTO in order to obtain process and engineering data for the design of mine acid rock drainage and pit waters;

·; Completing the Phase 1 Feasibility Study in the 4th quarter 2010;

·; Securing further drill core of approximately 20 tonnes as part of the Phase 2 Feasibility Study Pilot Plant campaign.

3. Environmental Studies

In February 2010 Berkeley initiated, under the supervision of Golder Associates, a series of baseline studies to determine the current status of the areas that will be potentially affected by the planned mining activities in the State Mining Reserves at Águila and Alameda. These studies consisted of field activities as well as literature reviews of the potentially affected areas and their surroundings. In performing these studies, Berkeley has contracted well known experts within each particular field of expertise. The studies will form the basis for the ESIA, designing protective measures where required to minimise the impact of the planned mining activities.

A summary of the key elements completed during the quarter are summarised below:

·; Land-use and landscape. The landscape characterisation study was completed by AIA Consultants during the quarter and the results of all soil sampling conducted have been received.

·; Climate and Meteorology. The weather station was relocated by INGEMISA from Alameda to Sageras to complete the climate data set.

·; Air Quality. The first data from air quality monitoring programme has been collected, this includes deposited dust from 8 separate monitoring locations surrounding both Alameda and Aguila and PM10 medium volume monitoring at the same location plus at the townships of La Alameda de Gardon and Saelices el Chico.

·; Noise. The next monitoring campaign will be performed in October.

·; Surface Water Quality. The bi-monthly surface monitoring programme continued at 7 locations identified up and down stream of the proposed operations at Águila and Alameda. The fourth sampling campaign was performed in August. It was not possible to sample the Carpio de Azaba and Arroyo de la Mimbre creek as there was no flowing water in the creek. This is normal as the creek only is seasonal and dries out during the summer months.

·; Groundwater Quality. During the quarter, the previously indentified and sampled public wells and springs in the area were re-sampled. In addition, on-site groundwater continued to be characterised as part of the hydro geological work being conducted by INGEMISA and Aquaterra.

·; Flora and Fauna Monitoring and assessment of flora and fauna has been completed and reports received from all consultants.

The study of aquatic flora and fauna was conducted by IPROMA SL and included sampling of fish, aquatic plants and sediments in the rivers at both Aguila and Alameda. A second round of sampling is scheduled for October.

The study concerning vegetation and flora studies for the areas of Alameda and Sageras/Palacios was conducted by the Catedratico Botanical University of Salamanca.

The study concerning fauna (mammals, fish, and reptiles) has been assigned to the University of Salamanca.

The study concerning local birds was conducted by Estudios Zoologicos Iberia SL and includes a special focus on the Black Stork

·; Socio-Economic Baseline. The Socio-Economical baseline study was assigned to the University of Salamanca. The study particularly mentions projects that are being developed in the area and possible interventions by the regional authorities, Junta de Castilla y León, considering the planned mine sites are within protected areas.

A summary of all monitoring completed to date will be collated for inclusion in the Feasibility Study. Monitoring will continue to allow for a full 12 months of data to be collected which will capture any seasonal variations. The complete set of baseline monitoring will be available for including in the permitting and approvals process.

4. Radiological Studies

The radiation assessment for the Feasibility Study is being conducted by Paulka Radiation & Environment. All methodology employed in the assessment has been based on international standards recognised by the European Union and international best practice guidance material have been incorporated where applicable.

The first part of the assessment has been the design and implementation of a baseline monitoring programme to characterise the current radiological aspects of the project. The monitoring programme includes parameters for radionuclides in dust, radon, gamma dose, radionuclides in soils, ground and surface waters and biota. The baseline monitoring programme commenced in February 2010 and is approximately 70% complete. During the quarter the following monitoring was conducted:

·; Water sampling continued as part of the environmental baseline with radionuclide's analysed as additional parameters.

·; Soil samples were collected from all areas of proposed infrastructure.

·; Dust deposition, airborne dust, radon and gamma radiation monitoring continues at each of the 8 selected sites described in the environmental baseline section.

·; High Volume air sampling was conducted in the villages of Alameda de Gardon and Saelices el Chico.

·; Radon emanation monitoring and soil sampling was conducted at each of the 8 dust sampling sites.

The remainder of the assessment involves the identification and quantification of any radiation risks the project may have with regard to workers, the public and the environment. The following tasks were completed during the quarter:

·; A radon modelling consultant engaged.

·; Worst case estimates of dust and radon in villages of Alameda de Gardon and Saelices el Chico were completed. This showed that "members of the public" exposures from the project were below applicable limits

·; ERICA assessments of impacts to aquatic biota from discharge of treated water to the river and from dust depositing into ecosystems were completed. Both assessments showed the risk to be low.

·; Radiation design criteria provided to engineers

·; Initial HAZOP level 2 study completed.

5. Water Management

The water management programme continued to progress well during the quarter with the completion of the field investigation component and commencement of the detailed analysis of the collected data.

Long term groundwater monitoring continued at Palacios, Sageras and Alameda and short term low rate hydraulic testing was undertaken between the proposed Palacios pits and the Agueda River and in the catchment divide between Sageras East and the restored Mina Fe open pit. Groundwater tracer tests were also completed at Sageras and Alameda.

Detailed analysis of the field data facilitated updating of the conceptual hydro geological model and a revised prediction of potential groundwater inflows into the proposed pits at Palacios, Sageras and Alameda. The revised groundwater inflows are not excessive and should be easily managed during mining activities. Elevated hydraulic conductivity in the southern area of Alameda may yield more significant inflows, but the potential exists to install dewatering bores in this area to intercept water prior to entering the open pit. These dewatering bores could also provide a necessary water supply for the mining operation at Alameda.

Pit wall pore pressure modelling was undertaken in order to assess whether depressurisation might be required to achieve pit wall stability and to provide input into the geotechnical pit slope design studies being completed by AMC Consultants (UK). The modelling predicts that under natural/free draining conditions, the proposed open pit walls will drain with time, although, the rate of mining in some areas may lead to the local development of saturated pit wall conditions which may require depressurisation. However,the modelling of depressurisation options indicates that the straightforward installation of pit wall drain holes can achieve the depressurisation required to support design pit wall angles.

During the quarter, preliminary surface water management plans and a project water balance were prepared, which are key aspects of the water management study and distributed to the other project team members.

The on-going work includes finalising the site water management plan and preparation of the Feasibility Study report.

6. Waste Characterisation

A review of anticipated waste rock characteristics was conducted during the quarter. A total of 45 waste rock samples were selected from the Alameda, Sageras, and Palacios deposits and shipped to SGS-CEMI in Vancouver for geochemical characterization. All static test results have been received and reviewed. Five samples have been identified for kinetic testing, which is currently ongoing.

A total of 8 residue samples (7 leach products and 1 water treatment plant residue) and 7 feed samples were also selected for geochemical characterization. All static test results for the leach product and feed samples have been received and reviewed.

Two residue samples have been identified for kinetic testing, which is to be initiated shortly.

The main findings to date can be summarized as follows:

·; The environmental characteristics of the three deposits are similar.

·; Oxidized material is non acid generating, sulphide material is mostly potentially acid generating, and NORM is both.

·; The sulphur threshold between potentially acid generating and non acid generating material appears to be between 0.2 and 0.4%. This is to be verified by the ongoing kinetic testing for possible use in waste rock management.

·; Ore and residue are potentially acid generating.

·; A number of metals and sulphate have been identified as being potentially leachable, especially under acidic conditions.

Waste Rock Dumps

Based on the preferred processing option and final open pit designs, waste rock dumps (WRD) have been designed and costed for the maximum allocated volumes from Sageras, Palacios North and Alameda South.

 The optimisation of these preliminary designs will be largely based on the mine scheduling for backfilling which is currently being developed by Berkeley and AMC Consultants (UK). Following the optimisation, WRD's will be optimised and the final decision for water diversion and water catchment provided as part of the basic design.

Tailings Management Facility

Based on the preferred processing option and final open pit designs, a TMF has been designed for the allocation of the tailings streams at Águila and Alameda. The cost estimates have been finalised for the tailings/waste dumps management with a cost per rehabilitation/rehandling and restoration of 0.63 €/t (O&W) moved.

7. Mining Studies

The geotechnical studies for Feasibility Study were finalized during the quarter. The outcomes include:

·; New overall pit slope angle in a range of 45º to 50º

·; General configuration of berms, batter angles and roads: 2 lifts of 6m benches divided by a 1m inter-berm. Batter angle of 90º and berm widths of 6m

Preliminary pit designs and associated mining schedules have been generated during the quarter, reviewing the mining sequences and the potential to increase annual production to over 5 Mlbs per year.

Visits from Spanish mining contractor companies included PEAL, ALGRAN and Francisco Cerezo. The information provided from these contractors was used to further refine the pit optimization

A study was undertaken by a Blasting Consulting firm to work out the best way to control dust during blasting. A summary of the outcomes include:

·; Optimised blasting design developed.

·; Burden: increase to 5.3m.

·; Bench height: 6m is correct, never more than 9 m.

·; Stemming: at least 4m (for a 6m bench) with selected gravel.

·; Use of Key Performance Indicators in blasting.

·; Development of a quality control procedure in blasting.

·; Possible use of pulverized water canyons to create a fog over the blasting area.

Contact was made with the Spanish division of Caterpillar to obtain detailed noise emission data for the various mining equipment to be used. This information will be included in the Environmental section of the Feasibility Study.

A full version of this announcement including images can be downloaded from Berkeley's website at www.berkeleyresources.com.au.

APPENDIX

Palacios North DDH Intersections (e-grades)

Alameda South DDH Intersections (e-grades)

Palacios North RC Intersections (chemical assays)

Sageras RC Intersections (chemical assays)