Annual Financial Report

RNS Number : 9335Z

Berkeley Resources Limited

30 September 2009

 



BERKELEY RESOURCES LIMITED

ANNUAL FINANCIAL REPORT

30 JUNE 2009

ABN 40 052 468 569

CORPORATE DIRECTORY

Directors Dr Robert Hawley - Chairman Mr Matthew Syme - Managing Director Mr Scott Yelland - Executive Director Dr James Ross  Senor Jose Ramon Esteruelas Mr Sean James  Company Secretary Mr Clint McGhie Registered Office Level 9, BGC Centre 28 The Esplanade Perth  WA  6000 Australia Telephone:    [phone] Facsimile:     [phone] Spanish Office Berkeley Minera Espana, S.A. Carretera de Madrid, 13-1a Santa Marta de Tormes 37900 - Salamanca Spain Telephone:     [phone] Website www.berkeleyresources.com.au Email [e-mail] Auditor Stantons International Level 1 1 Havelock Street West Perth WA 6005  Solicitors Hardy Bowen Lawyers Level 1, 28 Ord Street West Perth WA 6005

Bankers Australia and New Zealand Banking Group Ltd 77 St Georges Terrace Perth WA 6000 Share Registry Australia Computershare Investor Services Pty Ltd Level 2  45 St Georges Terrace Perth WA 6000 Telephone:    [phone] Facsimile:      [phone] United Kingdom Computershare Investor Services Plc PO Box 82 The Pavillions Bridgwater Road Bristol BS99 7NH Telephone:    [phone] Stock Exchange Listings Australia Australian Securities Exchange Limited Home Branch - Perth 2 The Esplanade Perth  WA  6000 United Kingdom London Stock Exchange - AIM 10 Paternoster Square London EC4M 7LS ASX/AIM Code BKY - Fully paid ordinary shares BKYO - $0.75 Listed options (ASX only) Nominated Advisor and Broker RBC Capital Markets 71 Queen Victoria Street London EC4V 4DE

CONTENTS

	Page
Directors' Report	4
Income Statement	22
Balance Sheet	23
Cash Flow Statement	24
Statement of Changes in Equity	25
The following sections are available in the full version of the Annual Financial Report on Berkeley Resources Limited's website: www.berkeleyresources.com.au
Notes to the Financial Statements
Directors' Declaration
Auditor's Independence Declaration
Independent Auditor's Report

DIRECTORS' REPORT

The Directors of Berkeley Resources Limited submit their report on the Consolidated Entity consisting of Berkeley Resources Limited ('Company' or 'Berkeley' or 'Parent') and the entities it controlled at the end of, or during, the year ended 30 June 2009 ('Consolidated Entity' or 'Group').

DIRECTORS

The names of Directors in office at any time during the financial year or since the end of the financial year are:

Dr Robert Hawley 

Mr Matthew Syme 

Mr Scott Yelland 

Dr James Ross 

Senor Jose Ramon Esteruelas 

Mr Sean James 

Mr Stephen Dattels - appointed 15 May 2009, resigned 14 September 2009

Unless otherwise disclosed, Directors held their office from 1 July 2008 until the date of this report.

CURRENT DIRECTORS AND OFFICERS

Robert Hawley

Non-Executive Chairman 

Qualifications - CBE, DSc, FRSE, FREng, Hon FIET, FIMechEng, FInstP 

Dr Hawley is based in London and has extensive technical qualifications and substantial expertise in the nuclear energy industry as well as broader public company management. He was Chief Executive of British Energy Plc from 1995 to 1997, Chief Executive of Nuclear Electric Plc from 1992 to 1996 and prior to this enjoyed a long career in senior engineering and management positions with CA Parsons & Co Ltd, Northern Engineering Industries Plc and Rolls-Royce Plc. Dr Hawley has been Managing Director of CA Parsons & Co Ltd, Managing Director of Northern Engineering Industries Plc, a Director of Rolls-Royce Plc, Chairman of Taylor Woodrow Plc, an Advisor Director of HSBC Bank Plc and a Director of Colt Telecom Group Ltd, Rutland Trust Plc and Carron Acquisition Co Ltd. He is presently a Director of Lister Petter Investment Holdings Ltd.  He was awarded the CBE in 1997 for services to the Energy Industry and to Engineering.

Dr Hawley's experience in managing Nuclear Electric Plc, the largest nuclear generator in the United Kingdom, and British Energy Plc, the United Kingdom's leading electricity supplier, gives him a unique understanding of the nuclear generation sector in Europe and he is acknowledged as an international expert on power generation and energy.  

During the three year period to the end of the financial year, Dr Hawley has held directorships in Rutland Trust Plc (September 2000 - July 2007), Colt Telecom Group Ltd (August 1998 - July 2009), Carron Acquisition Co Ltd (April 2006 - March 2009) and Lister Petter Investment Holdings Ltd (September 2006 - present).

Dr Hawley was appointed a director of Berkeley Resources Limited on 20 April 2006.

Matthew Syme

Managing Director

Qualifications - B.Com, CA     

Mr Syme is a Chartered Accountant and has over 20 years' experience as a senior executive of a number of companies in the Australian resources and media sectors. He was a Manager in a major international Chartered Accounting firm before spending 3 years as an equities analyst in a large stockbroking firm. He was then Chief Financial Officer of Pacmin Mining Limited, a successful Australian gold mining company, as well as a number of other resources companies. 

Mr Syme was appointed a director of Berkeley Resources Limited on 27 August 2004. Mr Syme has not held any other directorships of listed companies in the last three years.

  CURRENT DIRECTORS AND OFFICERS (Continued)

Scott Yelland

Chief Operating Officer / Executive Director

Qualifications - MSc CEng FIMMM    

Mr Yelland is a mining engineer with over 25 years in the mining industry and has a Masters degree in Mining Engineering from the Camborne School of Mines. He is a Chartered Engineer and Fellow of the Institute of Mining, Minerals and Materials.

Mr Yelland's experience as a mining engineer includes senior appointments in Russia, Australia, Spain, South America and Africa. Prior to joining Berkeley in April 2007, he was most recently COO of Highland Gold, a leading gold producer in Russia, and spent 4 years as Mines Manager of Navan Resources in Spain. 

Mr Yelland joined Berkeley in April 2007 as the Group's Chief Operating Officer and was appointed a director of Berkeley Resources Limited on 1 February 2008. Mr Yelland has not held any other directorships of listed companies in the last three years.

James Ross 

Technical Director 

Qualifications - B.Sc. (Hons.),Hon.DSc (W.Aust), PhD, FAusIMM, FAICD

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

Dr Ross is a Director of Kimberley Foundation Australia Inc, and chairs its Science Advisory Council. He also chairs the Boards of a geoscience research centre and two foundations concerned with geoscience education in Western Australia.

He was appointed a director of Berkeley Resources Limited on 4 February 2005 and has not been a director of another listed company in the three years prior to the end of the financial year.

Jose Ramon Esteruelas

Non-Executive Director 

Qualifications - Economics Degree, Law Degree, Diploma of Business Administration

Senor Esteruelas is an economist with vast experience in the managerial field whose senior executive roles have included Director General of Correos y Telegrafos (the Spanish postal service), Chief Executive Officer of Compania Espanola de Tabaco en Rama S.A., the leading tobacco transforming company in Spain) and Executive Chairman of Minas de Almaden y Arrayanes SA (formerly the world's largest mercury producer).

Senor Esteruelas was appointed a Director of Berkeley Resources Limited on 16 November 2006. Senor Esteruelas has not held any other directorships of listed companies in the last three years.

Sean James 

Non-Executive Director 

Qualifications - B.Sc. (Hons.)

Mr James is a mining engineer and was formerly the Managing Director of the Rossing Uranium Mine in Namibia which is the world's largest low grade, open pit uranium mine. After 16 years at Rossing, he returned to London as a Group Mining Executive at Rio Tinto Plc in London. 

Mr James' experience in managing the Rossing mine is ideally suited for the type of uranium mining operations the Company aims to develop in the Iberian Peninsula. 

Mr James was appointed a Director of Berkeley Resources Limited on 28 July 2006. Mr James has not held any other directorships of listed companies in the last three years.

  CURRENT DIRECTORS AND OFFICERS (Continued)

Mr Clint McGhie

Company Secretary

Qualifications - B.Com, CA, ACIS, FFin

Mr McGhie is a Chartered Accountant and Chartered Secretary. He commenced his career at a large international Chartered Accounting firm, before moving to commerce in the role of financial controller and company secretary. Mr McGhie now works in the corporate office of a number of public listed companies focussed on the resources sector.

Mr McGhie was appointed Company Secretary of Berkeley Resources Limited on 28 September 2007.

PRINCIPAL ACTIVITIES

The principal activities of the Consolidated Entity during the year consisted of mineral exploration. There was no significant change in the nature of those activities. 

EMPLOYEES

	2009	2008
The number of full time equivalent people employed by the Consolidated Entity at balance date	15	29

DIVIDENDS

No dividends have been declared, provided for or paid in respect of the financial year ended 30 June 2009 (2008: nil).

EARNINGS PER SHARE

	2009 Cents	2008 Cents
Basic loss per share	(9.47)	(6.80)
Diluted loss per share	(9.47)	(6.80)

CORPORATE STRUCTURE

Berkeley Resources Limited is a company limited by shares that is incorporated and domiciled in Australia. The Company has prepared a consolidated financial report including the entities it acquired and controlled during the financial year.

CONSOLIDATED RESULTS

	2009 $	2008 $
Loss of the Consolidated Entity before income tax expense	(10,013,948)	(8,797,137)
Income tax expense	-	-
Net loss	(10,013,948)	(8,797,137)
Net loss attributable to minority interest	4,742	1,792,681
Net loss attributable to members of Berkeley Resources Limited	(10,009,206)	(7,004,456)

  REVIEW OF OPERATIONS AND ACTIVITIES

The year to 30 June 2009 was productive for Berkeley, with significant progress made towards our objective of becoming a uranium producer in Spain. 

Salamanca Uranium Project

In July 2008, Berkeley was chosen by the Spanish State uranium company, ENUSA Industrias Avanzadas S.A. ('ENUSA'), as its partner to conduct a Feasibility Study on and develop that company's uranium mining assets in the Salamanca Province.  Under the terms of the Co-operation Agreement signed in January 2009, Berkeley will have the right to acquire up to 90% of ENUSA's uranium mining and exploration assets, which include a number of State Reserve permits and access to ENUSA's Quercus uranium processing plant, permitted to produce up to 950tpa of U3O8.

The State Reserves have been extensively explored by ENUSA with a number of deposits delineated and drilled out to varying degrees.

Berkeley's feasibility study process will focus initially on the Mina Fe area deposits (including Sageras-Zona M and Mina D) and the Alameda deposits, and will also investigate opportunities to incorporate Berkeley's existing resources in the Retortillo area. 

The Mina Fe area deposits are located within close proximity to the Quercus plant and are essentially part of the Mina Fe mineralised system. The Alameda deposits are located 12km to the west of the Quercus plant and have not been explored as extensively as those at Mina Fe.

Berkeley commenced the feasibility study process for uranium mining at the Salamanca Uranium Project on 26 May 2009, with an objective of completing the study within 18 months. Initial work focussed on the assessment of the scope and quality of the historical data and its potential to contribute to the feasibility study process, particularly in mining and processing. Significant progress has been made since gaining access to ENUSA's historical data in early June 2009.  

In addition to this activity, considerable effort was devoted to investigating the resource models provided by ENUSA for the main deposits. Based on ENUSA's historical work, Berkeley has established exploration targets totaling 16-19.5mt at 400-500ppm (for 14- 21.5mlbs of U3O8) for the Mina Fe area deposits, all of which are located in close proximity to the Quercus processing plant.  The Mina Fe deposit was largely mined and the pit backfilled and rehabilitated, together with three shallow pits at Mina D. 

In addition, Berkeley has previously established exploration targets in the Alameda area of 25.5-29.0mt at grades ranging from 450-500ppm (approx 28-29m lbs of U3O8), based on ENUSA's historical calculations.  No mining has occurred in the Alameda area.

The Mina Fe area and Alameda deposits have been extensively explored by ENUSA but do not presently have JORC compliant resources. Berkeley's targets are conceptual in nature and based on a review of the available data on the projects to date. As there has been insufficient exploration to define a JORC compliant Mineral Resource, it is uncertain whether further exploration will result in the determination of a Mineral Resource.

Berkeley has previously reported an Inferred JORC Resource of 16.9mlb at an average grade of 563ppm U3O8 (200ppm cut-off), including Indicated JORC Resources of 4.8mlb at an average grade of 581ppm U3O8 (200ppm cut-off) at its 100% owned Retortillo deposits. The feasibility study will address the potential for sourcing additional feed for the Quercus processing plant from the Retortillo deposit.

In addition to the deposits described above, Berkeley considers that there is considerable exploration potential within the State Reserves. ENUSA identified the Esperanza deposit and six other prospective areas through a combination of radiometrics and drilling: Marialba, Cuellar- Nil, Carpio, Gallegos, Barquilla and north of Zona M. In addition, Berkeley's experience indicates the high prospectivity of extensive areas of favourable stratigraphy below Tertiary and recent cover, where radiometrics are ineffective.

  REVIEW OF OPERATIONS AND ACTIVITIES (Continued)

Under the Co-operation Agreement, Berkeley has the right to use the Quercus uranium processing plant, which has been on care and maintenance since 2003, along with its associated infrastructure.  The plant is permitted to produce 950tpa of U3O8 and is in excellent condition, albeit that it lacks a comminution circuit.  It includes static and dynamic leach facilities and all necessary infrastructure and offers major capital cost and time savings over building a new plant.

A preliminary inspection of the remaining elements of the Quercus plant indicates that most could be re-commissioned. The major remedial work required is associated with replacing wiring, motors and other smaller components, rather than the larger components such as tanks and foundations, which appear to be in relatively good condition.

Caceres VI Uranium Project

Following completion of the initial 36 hole RC and diamond drilling program in July 2008, Berkeley calculated a maiden inferred resource estimate of 9.23 million pounds of U3O8 at an average grade of 371ppm U3O8 (at a 200ppm cutoff) for the Gambuta deposit.  

Interpretation of the initial results indicated that the deposit was still open to the NW, where the final drill traverse intersected significant thicknesses of mineralization. RC drilling recommenced in October to complete the most north-westerly drill traverse and to test for extensions in this direction. Whilst continuity of mineralization was established across the last drill traverse, the first extension traverse, 200m to the NW, revealed >90m of Tertiary sediments. This abrupt thickening of the Tertiary cover, from 10m in the previous traverse, indicates normal faulting with the NW block down.

Metallurgical Testwork

In December 2008, two representative samples of mineralisation from the Retortillo deposit were sent to SGS Lakeside Oretest Pty Ltd in Perth, with the aim of determining a variety of work indexes, and assessing the potential for establishing a heap leaching operation. In addition, 84 individual core samples of mineralisation and host rock were sent to Ultrasort Pty Ltd in Australia to determine the potential for radiometric sorting.

Very encouraging results were achieved from column leach tests on 2 composite samples from the Retortillo deposit, indicating good potential for heap leaching.  The radiometric sorting testwork showed that approximately 20% of the tonnage will be rejected as waste containing only 2% of the contained metal.

Berkeley will continue to work for the interests of shareholders by pursuing our core objective of mining uranium in Spain. The Company is very well placed to capitalise on the outstanding foundations it has built to date. 

The Company also continues to review other opportunities in the mining and energy sectors in Europe and elsewhere.

The net loss of the Consolidated Entity after minority interests for the year ended 30 June 2009 was $10,009,206 (2008: $7,004,456). This loss is largely attributable to:

• the Consolidated Entity's accounting policy of expensing exploration and evaluation expenditure incurred by the Consolidated Entity subsequent to the acquisition of the rights to explore and up to the commencement of bankable feasibility studies. During the year, exploration expenditure totalled $5,783,641 (2008: $8,624,391); and

• the Consolidated Entity's accounting policy of expensing the value (determined using the Binomial option pricing model) of share options granted to Directors, employees, consultants and other advisors. The value is measured at grant date and recognised over the period during which the option holders become unconditionally entitled to the options. During the year, non-cash share-based payment expenses (excluding those classified as exploration costs) totalled $2,999,115 (2008: $1,428,177).

REVIEW OF OPERATIONS AND ACTIVITIES (Continued)

Corporate and Financial Position

Following the announcement that Berkeley had been chosen by ENUSA as its partner to conduct a feasibility study on its Salamanca uranium assets in July 2008, Berkeley and ENUSA agreed the terms of a Co-operation Agreement in December 2008. The main terms of the Co-operation Agreement are:

1. The Co-operation Agreement will be submitted to the Spanish Council of Ministers for approval, validating the acquisition by Berkeley of an interest in State assets. This approval was granted in April 2009;

2. Upon receipt of the above approval, Berkeley will pay ENUSA an initial deposit of €5 million to acquire ENUSA's database relating to the assets and to enable Berkeley to commence the Feasibility Study. Berkeley paid the initial deposit in May 2009;

3. The Feasibility Study will address mining within the ENUSA State Reserves for processing through the Quercus plant, probably in conjunction with Berkeley's own resources in the Salamanca Province. The Study is expected to take 18 months to complete, with potential to extend the Study Period by 12 months if required by making a further payment of €1 million;

4. Berkeley may then pay ENUSA a further €20 million to acquire a 90% interest in a joint venture company owning the ENUSA assets. Up to the time of commencement of the Feasibility Study, ENUSA may choose to retain a 10% free carry in the joint venture or opt to retain up to 49% contributing equity, in which case the consideration is reduced accordingly and ENUSA will fully fund its share of the joint venture.  ENUSA has now chosen to retain a 10% free carry in the joint venture;

5. ENUSA will retain a 2.5% royalty on production from the State Reserves;

6. ENUSA will also receive a lease fee for the Quercus plant, representing 2.5% of the value of uranium produced through the Quercus plant, regardless of source;

7. Berkeley will pay 50% of the maintenance costs of the plant over the Feasibility Study period, up to €250,000 per annum; and 

8. The Joint Venture Company will assume environmental and rehabilitation liabilities for any new mining areas and plant additions as well as its proportionate share (based on production) of the overall costs of the existing Quercus plant, including the tailings dam and heap leach pads.

The Co-operation Agreement sets out the main terms under which the Feasibility Study and any subsequent Mining Joint Venture will proceed. A new Mining Joint Venture agreement reflecting these terms will be required in the event that Berkeley opts to proceed under item 4 above.

Shareholders approved the acquisition of the ENUSA assets as contemplated by the Co-operation Agreement on 19 January 2009.

In May 2009, the Company completed a placement of 14 million shares at $0.50 each with 7 million free attaching $0.75 listed options to a number of corporate and institutional shareholders to provide funding for the Feasibility Study at the Salamanca Uranium Project.  The placement raised $7 million prior to issue costs. An advisory fee of 2.5 million unlisted options exercisable at $1.00 on or before 31 May 2013 was also issued.

Upon completion of the Placement, a 1 for 20 non-renounceable rights issue for existing shareholders was offered on the same terms and conditions as the Placement.  The rights issue was completed in June 2009, with existing Shareholders subscribing for a total of 5,064,510 shares at an issue price of $0.50 each together with 2,532,219 free attaching listed options exercisable at $0.75 each on or before 15 May 2013. The rights issue shortfall of 815,074 shares and 407,537 free attaching listed options were also issued. The rights issue raised $2.94 million prior to issue costs.

The Company believes that it is well funded for the period of the Feasibility Study at the Salamanca Uranium Project.

  REVIEW OF OPERATIONS AND ACTIVITIES (Continued)

Business Strategies and Prospects

The Consolidated Entity currently has the following business strategies and prospects over the medium to long term:

• to conduct studies into the feasibility of mining the Salamanca Uranium Project in Spain;
• to continue to explore its portfolio of minerals permits in Spain; and
• continue to examine new opportunities in minerals and energy exploration and development.

Risk Management

The Board is responsible for the oversight of the Consolidated Entity's risk management and control framework. Responsibility for control and risk management is delegated to the appropriate level of management with the Managing Director having ultimate responsibility to the Board for the risk management and control framework.

Arrangements put in place by the Board to monitor risk management include monthly reporting to the Board in respect of operations and the financial position of the Group.

SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS

Other than as disclosed below, there were no significant changes in the state of affairs of the Consolidated Entity during the year.

• On 16 July 2008, the Company advised that it has been chosen by ENUSA Industrias Avanzadas S.A. as that company's partner to conduct a feasibility study upon and ultimately develop ENUSA's uranium mining assets in Salamanca Province, Spain;
  
  
• On 18 July 2008, the Company issued 287,500 Unlisted Options to employees in accordance with the Company's Employee Option Scheme. The options are exercisable for $1.00 each on or before 19 June 2012. Vesting conditions apply. In addition, the Company advised that the Board had agreed to issue 250,000 Unlisted Options on the same terms and conditions to Mr Scott Yelland, Chief Operating Officer and a Director of the Company. These Incentive Options were subject to Shareholder approval at the Annual General Meeting of Shareholders and were issued on 19 December 2008;
  
  
• On 8 August 2008, Berkeley announced an initial inferred resource estimate of 9.23 million pounds of U3O8, at an average grade of 371ppm U3O8 (at a 200ppm cut-off), for the Gambuta uranium deposit in the Cáceres Province of Spain;
  
  
• On 10 December 2008, the Company advised that it had reached agreement on the terms of a Co-operation Agreement with ENUSA pursuant to which Berkeley will undertake a Feasibility Study with a view to re-commencing uranium mining based on ENUSA and Berkeley's assets in Salamanca Province Spain. Shareholders approved the acquisition of the ENUSA assets as contemplated by the Co-operation Agreement on 19 January 2009;
  
  
• On 15 May 2009, Berkeley issued 14 million shares at $0.50 each, with 7 million free attaching listed options exercisable at $0.75 each on or before 15 May 2013, to a number of corporate and institutional shareholders, raising $7 million before costs. An advisory fee relating to the placement of 2.5 million $1.00 unlisted options exercisable on or before 31 May 2013 was also issued. Shareholder approval for 5.35 million of the above shares and 2.67 million free attaching options was granted on 6 May 2009. The remainder of the above securities were issued under the Company's 15% limit;
  
  
• The Company also issued 3 million listed options exercisable at $0.75 each on or before 15 May 2013 to the Directors of the Company as an incentive, following the expiry of director incentive options in November 2008. Shareholder approval for this issue was granted on 6 May 2009; 

SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS (Continued)

• On 15 May 2009, Mr Stephen Dattels was appointed a Director of Berkeley. Mr Dattels has subsequently resigned with effect from 14 September 2009;

• On 12 June 2009, the Company issued 5,064,510 shares at $0.50 each, along with 2,532,219 free attaching listed options exercisable at $0.75 each on or before 15 May 2013, to existing Shareholders under the non-renounceable rights issue, raising $2.53 million prior to issue costs; and

• On 22 June 2009, the Company issued the shortfall securities under the non-renounceable rights issue. 815,074 shares at $0.50 each, along with 407,537 free attaching listed options exercisable at $0.75 each on or before 15 May 2013, were placed raising $0.4 million prior to issue costs.

SIGNIFICANT POST BALANCE DATE EVENTS

Since the end of the financial year, the following events have significantly affected, or may significantly affect, the operations of the Consolidated Entity, the results of those operations, or the state of affairs of the consolidated Entity in future financial years:

• Mr Stephen Dattels resigned as a Director of Berkeley with effect from 14 September 2009.

Other than the above, as at the date of this report there are no matters or circumstances, which have arisen since 30 June 2009 that have significantly affected or may significantly affect:

• the operations, in financial years subsequent to 30 June 2009, of the Consolidated Entity;
• the results of those operations, in financial years subsequent to 30 June 2009, of the Consolidated Entity; or
• the state of affairs, in financial years subsequent to 30 June 2009, of the Consolidated Entity.

ENVIRONMENTAL REGULATION AND PERFORMANCE

The Consolidated Entity's operations are subject to various environmental laws and regulations under the relevant government's legislation. Full compliance with these laws and regulations is regarded as a minimum standard for all operations to achieve.

Instances of environmental non-compliance by an operation are identified either by external compliance audits or inspections by relevant government authorities. 

There have been no significant known breaches by the Consolidated Entity during the financial year. 

LIKELY DEVELOPMENTS AND EXPECTED RESULTS 

It is the Board's current intention that the Consolidated Entity will continue with development of its Spanish uranium projects. The Company will also continue to examine new opportunities in mineral exploration, including uranium. 

All of these activities are inherently risky and the Board is unable to provide certainty that any or all of these activities will be able to be achieved. In the opinion of the Directors, any further disclosure of information regarding likely developments in the operations of the Consolidated Entity and the expected results of these operations in subsequent financial years may prejudice the interests of the Company and accordingly no further information has been disclosed.

  INFORMATION ON DIRECTORS' INTERESTS IN SECURITIES OF BERKELEY

	Interest in Securities at the Date of this Report
	Ordinary Shares(i)	$0.75 Listed Options(ii)	$1.00 Incentive Options(iii)	$1.86 Incentive Options(iv)
Robert Hawley	-	500,000	-	-
Matthew Syme	2,898,105	1,069,002	-	-
Scott Yelland	-	250,000	250,000	1,000,000
Sean James	-	250,000	-	-
James Ross	315,000	257,500	-	-
Jose Ramon Esteruelas	-	500,000	-	-

Notes

             (i)    'Ordinary Shares' means fully paid ordinary shares in the capital of the Company.

(ii)    '$0.75 Listed Options' means an option to subscribe for 1 Ordinary Share in the capital of the Company at an exercise price of $0.75 each on or before 15 May 2013.

(iii)    '$1.00 Incentive Options' means an option to subscribe for 1 Ordinary Share in the capital of the Company at an exercise price of $1.00 each on or before 19 June 2012.

(iv)    '$1.86 Incentive Options' means an option to subscribe for 1 Ordinary Share in the capital of the Company at an exercise price of $1.86 each on or before 5 August 2011.

SHARE OPTIONS

At the date of this report the following options have been issued over unissued capital:

Listed Options

12,924,723 listed options at an exercise price of $0.75 each that expire on 15 May 2013. 

Unlisted Options

10,600,000 unlisted options at an exercise price of $0.70 each that expire on 30 April 2010. 

2,500,000 unlisted options at an exercise price of $1.00 each that expire on 31 May 2013.

2,160,000 unlisted options at an exercise price of $1.86 each that expire on 5 August 2011.

787,500 unlisted options at an exercise price of $1.00 each that expire on 19 June 2012.

These options do not entitle the holders to participate in any share issue of the Company or any other body corporate. During the financial year, no shares were issued as a result of the exercise of options. Since 30 June 2009, there have been 15,033 shares issued as a result of the exercise of options. 

  MEETINGS OF DIRECTORS

The following table sets out the number of meetings of the Company's directors held during the year ended 30 June 2009, and the number of meetings attended by each director.

	Board Meetings Number Eligible to Attend	Board Meetings Number Attended
Current Directors
Robert Hawley	7	7
Matthew Syme	7	7
Scott Yelland	7	7
Sean James	7	7
James Ross	7	6
Jose Ramon Esteruelas	7	7
Former Director
Stephen Dattels	1	-

  REMUNERATION REPORT (AUDITED) (30 JUNE 2009 YEAR END)

This report details the amount and nature of remuneration of each director and executive officer of the Company. 

Details of Key Management Personnel

The Key Management Personnel of the Group during or since the end of the financial year were as follows:

Directors

Robert Hawley                                 Non-Executive Chairman

Matthew Syme                                 Managing Director

Scott Yelland                                   Chief Operating Officer / Executive Director

Sean James                                    Non-Executive Director 

Jose Ramon Esteruelas               Non-Executive Director 

James Ross                                    Non-Executive Director

Stephen Dattels                               Non-Executive Director (Resigned 14 September 2009)

Executives

Clint McGhie    Company Secretary 

There were no other key management personnel of the Company or the Group. Unless otherwise disclosed, the Key Management Personnel held their position from 1 July 2008 until the date of this report.

Mr Dattels was appointed a Director of the Company on 15 May 2009, and resigned as a Director on 14 September 2009.

Remuneration Policy

The remuneration policy for the Group's Key Management Personnel (including the Managing Director) has been developed by the Board taking into account:

• the size of the Group;
  
  
• the size of the management team for the Group;
  
  
• the nature and stage of development of the Group's current operations; and
  
  
• market conditions and comparable salary levels for companies of a similar size and operating in similar sectors.

In addition to considering the above general factors, the Board has also placed emphasis on the following specific issues in determining the remuneration policy for key management personnel:

• the Group is currently focused on undertaking exploration activities with a view to expanding and developing its resources. In line with the Group's accounting policy, all exploration expenditure prior to a feasibility study is expensed. The Group continues to examine new business opportunities in the energy and resources sector;
  
  
• risks associated with resource companies whilst exploring and developing projects; and
  
  
• other than profit which may be generated from asset sales (if any), the Group does not expect to be undertaking profitable operations until sometime after the successful commercialisation, production and sales of commodities from one or more of its current projects, or the acquisition of a profitable mining operation.

REMUNERATION REPORT (AUDITED) (30 JUNE 2009 YEAR END) (Continued)

Remuneration Policy for Executives

The Group's remuneration policy is to provide a fixed remuneration component and a performance based component (options and a cash bonus, see below). The Board believes that this remuneration policy is appropriate given the considerations discussed in the section above and is appropriate in aligning Key Management Personnel objectives with shareholder and business objectives.

Performance Based Remuneration - Incentive Options

The Board has chosen to issue incentive options to Key Management Personnel as a key component of the incentive portion of their remuneration, in order to attract and retain the services of the Key Management Personnel and to provide an incentive linked to the performance of the Company. The Board considers that each Key Management Personnel's experience in the resources industry will greatly assist the Company in progressing its projects to the next stage of development and the identification of new projects. As such, the Board believes that the number of incentive options granted to Key Management Personnel is commensurate to their value to the Company. 

The Board has a policy of granting options to Key Management Personnel with exercise prices at and/or above market share price (at time of agreement). As such, incentive options granted to Key Management Personnel will generally only be of benefit if the Key Management Personnel perform to the level whereby the value of the Company increases sufficiently to warrant exercising the incentive options granted. 

Other than service-based vesting conditions, there are no additional performance criteria on the incentive options granted to Key Management Personnel, as given the speculative nature of the Group's activities and the small management team responsible for its running, it is considered the performance of the Key Management Personnel and the performance and value of the Company are closely related. 

Performance Based Remuneration - Cash Bonus

In addition, some Key Management Personnel are entitled to an annual cash bonus upon achieving various key performance indicators, to be determined by the Board. On an annual basis, after consideration of performance against key performance indicators, the Board determines the amount, if any, of the annual cash bonus to be paid to each Key Management Personnel.

Impact of Shareholder Wealth on Key Management Personnel Remuneration

The Board does not directly base remuneration levels on the Company's share price or movement in the share price over the financial year. However, as noted above, a number of Key Management Personnel have received options which generally will only be of value should the value of the Company's shares increase sufficiently to warrant exercising the incentive options granted.

As a result of the Group's exploration and new business activities, the Board anticipates that it will retain future earnings (if any) and other cash resources for the operation and development of its business. Accordingly the Company does not currently have a policy with respect to the payment of dividends, and as a result the remuneration policy does not take into account the level of dividends or other distributions to shareholders (eg return of capital).

Impact of Earnings on Key Management Personnel Remuneration

As discussed above, the Group is currently undertaking exploration activities, and does not expect to be undertaking profitable operations until sometime after the successful commercialisation, production and sales of commodities from one or more of its current projects. 

Accordingly the Board does not consider current or prior year earnings when assessing remuneration of Key Management Personnel.

  REMUNERATION REPORT (AUDITED) (30 JUNE 2009 YEAR END) (Continued)

Remuneration Policy for Non Executive Directors

The Board policy is to remunerate Non-Executive Directors at market rates for comparable companies for time, commitment and responsibilities. Given the current size, nature and risks of the Company, incentive options have been used to attract and retain Non-Executive Directors. The Board determines payments to the Non-Executive Directors and reviews their remuneration annually, based on market practice, duties and accountability. Independent external advice is sought when required. 

The maximum aggregate amount of fees that can be paid to Non-Executive Directors is subject to approval by shareholders at a General Meeting. Fees for Non-Executive Directors are not linked to the performance of the economic entity. However, to align Directors' interests with shareholder interests, the Directors are encouraged to hold shares in the Company and Non-Executive Directors have received incentive options in order to secure their services and as a key component of their remuneration.

General

Where required, Key Management Personnel receive superannuation contributions (or foreign equivalent), currently equal to 9% of their salary, and do not receive any other retirement benefit. From time to time, some individuals have chosen to sacrifice part of their salary to increase payments towards superannuation.

All remuneration paid to Key Management Personnel is valued at cost to the company and expensed. Incentive options are valued using the Binomial option valuation methodology. The value of these incentive options is expensed over the vesting period.

Key Management Personnel Remuneration

Details of the nature and amount of each element of the remuneration of each Director and executive of the Company or Group for the financial year are as follows:

	Short-Term Benefits
2009	Salary & Fees $	Cash Bonus $	Post Employ-ment Benefits $	Share-Based Payments $	Other Non-Cash Benefits(ii) $	Total $	Percentage of Total  Remuneration  that Consists  of Options %	Percentage Performance Related %
Directors
Robert Hawley	125,929	-	-	334,800	3,327	464,056	72.15	-
Matthew Syme	250,000	-	22,500	669,600	12,522	954,622	70.14	-
Scott Yelland	269,345	-	44,829	529,193	6,852	850,219	62.24	-
Sean James	40,656	-	-	167,400	6,852	214,908	77.89	-
James Ross	96,690	-	2,700	167,400	4,437	271,227	61.72	-
Jose Ramon Esteruelas	93,259	-	-	334,800	3,327	431,386	77.61	-
Stephen Dattels(i)	-	-	-	167,400	418	167,818	99.75	-
Executives
Clint McGhie(iii)	-	10,000	-	-	-	10,000	-	100

Notes

(i)    Mr Dattels was appointed as a non-executive Director of the Company on 15 May 2009.

(ii)    Other Non-Cash Benefits includes payments made for car-parking and insurance premiums on behalf of the Directors, including Directors & Officers insurance, and in some instances, working directors insurance.

(iii)    Mr McGhie provides services as the Company Secretary through a services agreement between Berkeley Resources Limited and Apollo Group Pty Ltd. Under the agreement, Apollo Group Pty Ltd provides administrative, company secretarial and accounting services, and the provision of a fully serviced office to the Company for a monthly retainer of $15,000. The monthly retainer has increased to $17,000 from 1 July 2009. The Board agreed to pay Mr McGhie a bonus of $10,000 during the year ended 30 June 2009 in addition to the retainer paid to Apollo Group Pty Ltd.

  REMUNERATION REPORT (AUDITED) (30 JUNE 2009 YEAR END) (Continued)

Key Management Personnel Remuneration (Continued)

	Short-Term Benefits
2008	Salary & Fees $	Cash Bonus $	Post Employ-ment Benefits $	Share-Based Payments $	Other Non-Cash Benefits(i) $	Total $	Percentage of Total Remuneration that Consists of Options %	Percentage Performance Related %
Directors
Robert Hawley	127,317	-	-	-	2,917	130,234	-	-
Matthew Syme	250,000	-	22,500	-	4,508	277,008	-	-
Scott Yelland	274,472	23,843	47,125	616,235	1,205	962,880	64.0	2.5
Sean James	45,708	-	-	-	6,675	52,383	-	-
James Ross	97,500	-	2,700	-	4,508	104,708	-	-
Jose Ramon Esteruelas	81,095	-	-	-	2,917	84,012	-	-
Executives
Shane Cranswick (ii)	-	-	-	-	-	-	-	-
Clint McGhie(ii)	-	-	-	-	-	-	-	-

Notes

(i)    Other Non-Cash Benefits includes payments made for insurance premiums on behalf of the Directors, including Directors & Officers insurance, and in some instances, working directors insurance.

(ii)    Mr Cranswick provided services as the Company Secretary until 28 September 2007 when he was replaced as Company Secretary by Mr McGhie. These services have been provided through a services agreement with Apollo Group Pty Ltd. Under the agreement, Apollo Group Pty Ltd provided administrative, company secretarial and accounting services, and the provision of a fully serviced office to the Company for a monthly retainer of $12,000. The monthly retainer increased to $15,000 from 1 July 2008. 

Options Granted to Key Management Personnel 

Details of options granted to each Director and executive of the Company or Group during the financial year are as follows:

2009	Issuing Entity	Grant Date	Expiry Date	Exercise Price $	Grant Date Fair Value  $	No. Granted	No. Vested
Directors
Robert Hawley	Berkeley Resources Ltd	6-May-09	15-May-13	0.75	0.6696	500,000	500,000
Matthew Syme	Berkeley Resources Ltd	6-May-09	15-May-13	0.75	0.6696	1,000,000	1,000,000
Scott Yelland	Berkeley Resources Ltd	27-Nov-08	19-Jun-12	1.00	0.097	250,000	83,333
	Berkeley Resources Ltd	6-May-09	15-May-13	0.75	0.6696	250,000	250,000
Sean James	Berkeley Resources Ltd	6-May-09	15-May-13	0.75	0.6696	250,000	250,000
James Ross	Berkeley Resources Ltd	6-May-09	15-May-13	0.75	0.6696	250,000	250,000
Jose Ramon Esteruelas	Berkeley Resources Ltd	6-May-09	15-May-13	0.75	0.6696	500,000	500,000
Stephen Dattels	Berkeley Resources Ltd	6-May-09	15-May-13	0.75	0.6696	250,000	250,000

  REMUNERATION REPORT (AUDITED) (30 JUNE 2009 YEAR END) (Continued)

Options Granted to Key Management Personnel (continued)

2008	Issuing Entity	Grant Date	Expiry Date	Exercise Price $	Grant Date Fair Value  $	No. Granted	No. Vested
Directors
Scott Yelland	Berkeley Resources Ltd	6-Aug-07	5-Aug-11	1.86	1.121	1,000,000	-(ii)

Notes

(i)    For details on the valuation of the options, including models and assumptions used, please refer to Note 21 to the financial statements.

(ii)    As at 30 June 2009, 333,333 $1.86 Incentive Options had vested.

Options Granted to Directors and Executives

Details of the value of options granted, exercised or lapsed for each Director and executive of the Company or Group during the financial year are as follows:

2009	Value of Options Granted During the Year $	Value of Options Exercised During the Year $	Value of Options Lapsed During the Year $	Value of Options Included in Remuneration for the Year $	Percentage of Remuneration for the Year that Consists of Options %
Directors
Robert Hawley	334,800	-	-	334,800	72.15
Matthew Syme	669,600	-	-	669,600	70.14
Scott Yelland	191,650	-	-	529,193	62.24
Sean James	167,400	-	-	167,400	77.89
James Ross	167,400	-	-	167,400	61.72
Jose Ramon Esteruelas	334,800	-	-	334,800	77.61
Stephen Dattels	167,400	-	-	167,400	99.75

2008	Value of Options Granted During the Year $	Value of Options Exercised During the Year $	Value of Options Lapsed During the Year $	Value of Options Included in Remuneration for the Year $	Percentage of Remuneration for the Year that Consists of Options %
Directors
Matthew Syme	-	2,930,000	-	-	-
Scott Yelland	1,121,000	-	-	616,235	64.0

Notes

(i)    For details on the valuation of the options, including models and assumptions used, please refer to Note 21 to the financial statements.

(ii)    The value of options granted during the year is recognised in compensation over the vesting period of the grant, in accordance with Australian accounting standards.

  REMUNERATION REPORT (AUDITED) (30 JUNE 2009 YEAR END) (Continued)

Employment Contracts with Directors and Executive Officers

Mr Matthew Syme, Managing Director, has a contract of employment with Berkeley Resources Limited dated 27 August 2004. The terms of this contract were revised effective from 1 May 2006. The contract specifies the duties and obligations to be fulfilled by the Managing Director. The contract has a rolling term and may be terminated by the Company by giving three months notice. No amount is payable in the event of termination for neglect of duty or gross misconduct. Mr Syme receives a fixed remuneration component of $250,000 per annum exclusive of superannuation. The contract also provides for the payment of a cash bonus which the Board may determine at its discretion which reflects the contribution of Mr Syme towards the Company's achievement of its overall objectives. As at the date of this report no cash bonus has been paid or is payable.

Following shareholder approval on 6 May 2009, Mr Syme was granted 1,000,000 listed options exercisable at $0.75 each on or before 15 May 2013.

Mr Scott Yelland was appointed Chief Operating Officer of the Company on 6 April 2007 and was subsequently appointed a Director of the Company on 1 February 2008. Mr Yelland has a letter of employment with Berkeley Resources Limited dated 27 March 2007. The letter specifies the duties and obligations to be fulfilled by the Chief Operating Officer. The letter of employment may be terminated by either party by giving three months notice.  No amount is payable by the Company in the event of termination for neglect of duty or gross misconduct.  Mr Yelland receives a fixed remuneration component of £125,000 per annum exclusive of employer National Insurance Contributions (United Kingdom). 

Prior to his appointment as a Director and in accordance with his engagement terms Mr Yelland was granted 1,000,000 options, with an exercise price of $1.86 each, on 6 August 2007 under the Employee Option Scheme approved by shareholders on 21 June 2007.  The options will vest in 3 equal tranches every 12 months from the date of commencement and will expire on 5 August 2011.

Following shareholder approval on 27 November 2008, Mr Yelland was granted 250,000 unlisted incentive options exercisable at $1.00 each.  The options will vest in 3 equal tranches every 12 months from the date of commencement and will expire on 19 June 2012.  

Following shareholder approval on 6 May 2009, Mr Yelland was granted 250,000 listed options exercisable at $0.75 each on or before 15 May 2013.

Dr James Ross, Technical Director, has a letter of engagement with Berkeley Resources Limited dated 10 September 2009. The letter specifies the duties and obligations to be fulfilled by the Technical Director. Dr Ross receives a fixed remuneration component of $30,000 per annum exclusive of superannuation. The letter also includes a consultancy arrangement which provides for a consultancy fee at the rate of $900 per day, with a minimum of 1 day per week. The consultancy arrangement has a rolling term and may be terminated by the Company by giving 1 months notice.

Following shareholder approval on 6 May 2009, Dr Ross was granted 250,000 listed options exercisable at $0.75 each on or before 15 May 2013.

Dr Robert Hawley, Non Executive Chairman, was appointed a Director of the Company on 20 April 2006. Dr Hawley has a letter of engagement with Berkeley Resources Limited dated 19 April 2006.  The letter specifies a fixed remuneration component of £55,000 per annum. 

Following shareholder approval on 6 May 2009, Dr Hawley was granted 500,000 listed options exercisable at $0.75 each on or before 15 May 2013.

Mr Sean James, Non Executive Director, was originally appointed an Executive Director of the Company on 28 July 2006. Mr James had a letter of employment with Berkeley Resources Limited dated 28 July 2006 and was to receive a fixed remuneration component of £100,000 per annum exclusive of employer National Insurance Contributions (United Kingdom). On 17 November 2006, Mr James relinquished his executive role but remained as a Non Executive Director and consultant to the Company. Mr James receives a fixed remuneration of £18,000 per annum. The letter also includes a consultancy agreement which provides for a consultancy fee of £400 per day. The consultancy agreement has a rolling term and may be terminated by Mr James or by the Company giving one month's notice.

REMUNERATION REPORT (AUDITED) (30 JUNE 2009 YEAR END) (Continued)

Employment Contracts with Directors and Executive Officers (Continued)

Following shareholder approval on 6 May 2009, Mr James was granted 250,000 listed options exercisable at $0.75 each on or before 15 May 2013.

Senor Jose Ramon Esteruelas, Non Executive Director, was appointed a Director of the Company on 1 November 2006. Senor Esteruelas has a letter of employment with Berkeley Resources Limited dated 16 November 2006. Senor Esteruelas receives a fixed remuneration component of €48,000 per annum. The letter also includes a consultancy agreement which provides for a consultancy fee of €1,000 per day. The consultancy agreement has a rolling term and may be terminated by Senor Esteruelas or by the Company by giving one month's notice.

Following shareholder approval on 6 May 2009, Senor Esteruelas was granted 500,000 listed options exercisable at $0.75 each on or before 15 May 2013.

Mr Stephen Dattels, Non Executive Director, was appointed a Director of the Company on 15 May 2009 and resigned on 14 September 2009. Mr Dattels received no fixed remuneration.

Following shareholder approval on 6 May 2009 and his appointment on 15 May 2009, Mr Dattels was granted 250,000 listed options exercisable at $0.75 each on or before 15 May 2013.

Exercise of Options Granted as Remuneration

During the financial year ended 30 June 2009, no options granted as remuneration were exercised. 

During the financial year ended 30 June 2008, Mr Syme was issued 2,000,000 shares following the exercise of 1,000,000 options at $0.20 per share and 1,000,000 options at $0.25 per share. 

There are no amounts unpaid on the shares issued as a result of the exercise of the options in the 2008 financial year.

AUDITOR'S AND OFFICERS' INDEMNITIES AND INSURANCE

Under the Constitution the Company is obliged, to the extent permitted by law, to indemnify an officer (including Directors) of the Company against liabilities incurred by the officer in that capacity, against costs and expenses incurred by the officer in successfully defending civil or criminal proceedings, and against any liability which arises out of conduct not involving a lack of good faith.

During the financial year, the Company has paid an insurance premium to insure Directors and officers of the Company against certain liabilities arising out of their conduct while acting as a Director or Officer of the Company. The net premium paid was $20,380. Under the terms and conditions of the insurance contract, the nature of liabilities insured against cannot be disclosed.

The Company has not, during or since the end of the financial year, indemnified or agreed to indemnify an auditor of the Company or of any related body corporate against a liability incurred as such an auditor.

NON-AUDIT SERVICES

There were no non-audit services provided by the auditor (or by another person or firm on the auditor's behalf) during the financial year.

AUDITOR'S INDEPENDENCE DECLARATION

The auditor's independence declaration is on page 74 of the Annual Financial Report.

  This report is made in accordance with a resolution of the Directors made pursuant to section 298(2) of the Corporations Act 2001.

For and on behalf of the Directors

MATTHEW SYME

Managing Director

Perth, 30 September 2009

The information in this report that relates to Exploration Results, Mineral Resources or Ore Reserves is based on information compiled by Mr. Ross Corben, who is a member of The Australian Institute of Mining and Metallurgy and a full-time employee of Berkeley Resources Limited. Mr. Corben has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the 'Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves'. Mr Corben consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

INCOME STATEMENT
FOR THE YEAR ENDED 30 JUNE 2009

		Consolidated		Parent
	Note	2009 $	2008 $	2009 $	2008 $
Revenue from continuing operations	2	700,250	1,473,848	696,855	1,473,427
Other Income	2	-	1,934,785	-	1,934,785
Administration costs		(1,331,974)	(1,806,818)	(1,331,685)	(1,806,173)
Exploration costs		(5,783,641)	(8,624,391)	(991,506)	(656,500)
Provision for capitalised exploration expenditure	3	(328,383)	-	(137,000)	-
Business development costs		(270,707)	(284,498)	(270,707)	(284,498)
Other share based payments expense	3	(2,999,115)	(1,428,177)	(2,999,115)	(1,428,177)
Provision for intercompany loans	3	-	-	(11,164,115)	-
Provision for investment in subsidiary	3	-	-	(13,455,768)	-
Foreign exchange gain/(loss)		(378)	(61,886)	376,841	(62,845)
Loss before income tax expense		(10,013,948)	(8,797,137)	(29,276,200)	(829,981)
Income tax expense	4	-	-	-	-
Loss after income tax expense		(10,013,948)	(8,797,137)	(29,276,200)	(829,981)
Loss attributable to minority interest		(4,742)	(1,792,681)	-	-
Loss attributable to members of Berkeley Resources Limited		(10,009,206)	(7,004,456)	(29,276,200)	(829,981)
Loss after income tax expense		(10,013,948)	(8,797,137)	(29,276,200)	(829,981)
Basic loss per share (cents per share)	25	(9.47)	(6.80)
Diluted loss per share (cents per share)	25	(9.47)	(6.80)

Notes to and forming part of the Income Statement are set out on pages 27 to 72.

BALANCE SHEET AS AT 30 JUNE 2009

		Consolidated		Parent
	Note	2009 $	2008 $	2009 $	2008 $
ASSETS
Current Assets
Cash and cash equivalents	26(b)	11,479,554	18,171,171	10,470,220	17,485,427
Trade and other receivables	5	1,529,241	1,289,281	43,595	121,474
Other financial assets	6	107,956	-	-	-
Total Current Assets
Non-current Assets
Exploration expenditure	7	14,388,045	5,938,391	-	137,000
Property, plant and equipment	8	520,590	509,497	7,286	16,166
Trade and other receivables	9	-	-	-	493,899
Other financial assets	10	279,276	119,228	5,484,412	14,310,715
Total Non-current Assets		15,187,911	6,567,116	5,491,698
TOTAL ASSETS		28,304,662	26,027,568	16,005,513	32,564,681
LIABILITIES
Current Liabilities
Trade and other payables	11	838,902	978,010	456,340	170,941
Provisions	12	197,812	44,295	53,410	44,295
Other financial liabilities	13	10,768	-	-	-
Total Current Liabilities		1,047,482	1,022,305	509,750	215,236
TOTAL LIABILITIES		1,047,482	1,022,305	509,750	215,236
NET ASSETS		27,257,180	25,005,263	15,495,763	32,349,445
EQUITY
Equity attributable to equity holders of the Company
Issued capital	14	49,391,245	41,444,842	49,391,245	41,444,842
Reserves	15	6,366,822	4,449,269	6,551,532	4,472,973
Accumulated losses	16	(28,501,985)	(20,890,335)	(40,447,014)	(13,568,370)
Parent Interests			25,003,776		32,349,445
Minority Interests	17	1,098	1,487	-	-
TOTAL EQUITY		27,257,180	25,005,263	15,495,763	32,349,445

Notes to and forming part of the Balance Sheet are set out on pages 27 to 72.

CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 JUNE 2009

		Consolidated		Parent
	Note	2009 $	2008 $	2009 $	2008 $
Cash flows from operating activities
Payments to suppliers and employees		(7,680,368)	(11,045,850)	(2,427,343)	(2,890,739)
Interest received		797,527	1,364,784	794,132	1,364,363
Net cash inflow/(outflow) from operating activities	26(a)	(6,882,841)	(9,681,066)	(1,633,211)	(1,526,376)
Cash flows from investing activities
Payments for exploration		(8,987,337)	(78,313)	-	-
Payment for investment in controlled entity		-	-	-	(8,846,230)
Security bond deposit		(6,800)	(110,730)	-	-
Amounts advanced to related parties		-	-	(14,922,462)	(491,722)
Amounts repaid to third parties		(79,396)	-	-	-
Payment for acquisition of subsidiary		(36,036)	-	-	-
Net cash acquired on acquisition of subsidiary		20,005	-	-	-
Proceeds on sale of investment		-	2,584,784	-	2,584,783
Payments for property, plant and equipment		(74,724)	(458,755)	(254)	(11,244)
Net cash inflow/(outflow) from investing activities		(9,164,288)	1,936,986	(14,922,716)	(6,764,413)
Cash flows from financing activities
Proceeds from issue of shares		9,939,792	450,000	9,939,792	450,000
Transaction costs from issue of shares and options		(399,072)	(2,956)	(399,072)	(2,956)
Net cash inflow from financing activities		9,540,720	447,044	9,540,720	447,044
Net increase/(decrease) in cash and cash equivalents held		(6,506,409)	(7,297,036)	(7,015,207)	(7,843,745)
Cash and cash equivalents at the beginning of the financial year		18,171,171	25,535,846	17,485,427	25,329,172
Effects of exchange rate changes on cash and cash equivalents		(185,208)	(67,639)	-	-
Cash and cash equivalents at the end of the financial year	26(b)	11,479,554	18,171,171	10,470,220	17,485,427

Notes to and forming part of the Cash Flow Statement are set out on pages 27 to 72.

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 JUNE 2009

		Attributable to Equity Holder of the Parent
Consolidated	Note	Issued Capital $	Option Premium Reserve $	Foreign Currency Translation Reserve $	Net Unrealised Gains Reserve $	Accumu-lated  Losses $	Total $	Minority Interest $	Total Equity $
As at 1 July 2007		40,560,013	3,482,581	(21,962)	1,144,000	(13,885,879)	31,278,753	77,436	31,356,189
Exchange differences arising on translation of foreign operations		-	-	(1,742)	-	-	(1,742)	(227)	(1,969)
Net unrealised gain on held for sale financial assets		-	-	-	1,326,000	-	1,326,000	-	1,326,000
Net realised gain on held for sale financial assets	2(a)	-	-	-	(2,470,000)	-	(2,470,000)	-	(2,470,000)
Total income recognised directly in equity		-	-	(1,742)	(1,144,000)	-	(1,145,742)	(227)	(1,145,969)
Net loss for the period		-	-	-	-	(7,004,456)	(7,004,456)	(1,792,681)	(8,797,137)
Total recognised income and expense		-	-	(1,742)	(1,144,000)	(7,004,456)	(8,150,198)	(1,792,908)	(9,943,106)
Step up acquisition of minority interest		-	-	-	-	-	-	1,716,959	1,716,959
Exercise of options		887,000	(437,000)	-	-	-	450,000	-	450,000
Expiry of options		785	(785)	-	-	-	-	-	-
Cost of share based payments		-	1,428,177	-	-	-	1,428,177	-	1,428,177
Share issue costs		(2,956)	-	-	-	-	(2,956)	-	(2,956)
As at 30 June 2008		41,444,842	4,472,973	(23,704)	-	(20,890,335)	25,003,776	1,487	25,005,263
As at 1 July 2008		41,444,842	4,472,973	(23,704)	-	(20,890,335)	25,003,776	1,487	25,005,263
Exchange differences arising on translation of foreign operations		-	-	(161,006)	-	-	(161,006)	(211)	(161,217)
Total income recognised directly in equity		-	-	(161,006)	-	-	(161,006)	(211)	(161,217)
Net loss for the period		-	-	-	-	(10,009,206)	(10,009,206)	(4,742)	(10,013,948)
Total recognised income and expense		-	-	(161,006)	-	(10,009,206)	(10,170,212)	(4,953)	(10,175,165)
Step up acquisition of minority interest		-	-	-	-	-	-	4,564	4,564
Issue of shares		9,939,792	-	-	-	-	9,939,792	-	9,939,792
Share issue costs		(1,993,389)	-	-	-	-	(1,993,389)	-	(1,993,389)
Expiry of incentive options		-	(2,357,250)	-	-	2,357,250	-	-	-
Cancellation of incentive options:
Vested		-	(40,306)	-	-	40,306	-	-	-
Unvested		-	(38,788)	-	-	-	(38,788)	-	(38,788)
Cost of share based payments		-	4,514,903	-	-	-	4,514,903	-	4,514,903
As at 30 June 2009		49,391,245	6,551,532	(184,710)	-	(28,501,985)	27,256,082	1,098	27,257,180

Notes to and forming part of the Statement of Changes in Equity are set out on pages 27 to 72.

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2009

Parent		Note		Issued Capital $	Option Premium Reserve $	Net Unrealised Gains Reserve $		Accumu-lated Losses $	Total Equity $
Balance at 1 July 2007				40,560,013	3,482,581	1,144,000		(12,738,389)	32,448,205
Net unrealised gain on held for sale financial assets				-	-	1,326,000		-	1,326,000
Net realised gain on held for sale financial assets		2(a)		-	-	(2,470,000)		-	(2,470,000)
Total income recognised directly in equity				-	-	(1,144,000)		-	(1,144,000)
Net loss for the year				-	-	-		(829,981)	(829,981)
Total recognised income and expense				-	-	(1,144,000)		(829,981)	(1,973,981)
Exercise of options				887,000	(437,000)	-		-	450,000
Expiry of options				785	(785)	-		-	-
Cost of share based payments				-	1,428,177	-		-	1,428,177
Share issue costs				(2,956)	-	-		-	(2,956)
Balance at 30 June 2008				41,444,842	4,472,973	-		(13,568,370)	32,349,445
Balance at 1 July 2008			41,444,842		4,472,973		-	(13,568,370)		32,349,445
Net loss for the year			-		-		-	(29,276,200)		(29,276,200)
Total recognised income and expense			-		-		-	(29,276,200)		(29,276,200)
Issue of shares			9,939,792		-		-	-		9,939,792
Share issue costs			(1,993,389)		-		-	-		(1,993,389)
Expiry of incentive options			-		(2,357,250)		-	2,357,250		-
Cancellation of incentive options:
Vested			-		(40,306)		-	40,306		-
Unvested			-		(38,788)		-	-		(38,788)
Cost of share based payments			-		4,514,903		-	-		4,514,903
Balance at 30 June 2009			49,391,245		6,551,532		-	(40,447,014)		15,495,763

Notes to and forming part of the Statement of Changes in Equity are set out on pages 27 to 72.

The following sections are available in the full version of the Annual Financial Report on Berkeley Resources Limited's website: www.berkeleyresources.com.au
Notes to the Financial Statements
Directors' Declaration
Auditor's Independence Declaration
Independent Auditor's Report

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