Appendix 5B

Berkeley Resources Limited
31 July 2007

                                                                        Rule 5.3

Appendix 5B



                   Mining exploration entity quarterly report

Introduced 1/7/96.  Origin:  Appendix 8.  Amended 1/7/97, 1/7/98, 30/9/2001.




Name of entity

  BERKELEY RESOURCES LIMITED


ABN                                                              Quarter ended ('current quarter')
  40 052 468 569                                                   30 June 2007



Consolidated statement of cash flows

                                                                Current quarter              Year to date

Cash flows related to operating activities                               $A'000               (12 months)

                                                                                                   $A'000
1.1    Receipts from product sales and related                                -                         -
       debtors


1.2    Payments for      (a)  exploration and                           (1,739)                   (4,618)
       evaluation
                                                                              -                         -
                                    (b)  development
                                                                              -                         -
                                    (c)  production
                                                                          (401)                   (1,469)
       (d)     administration
1.3    Dividends received                                                     -                         -
1.4    Interest and other items of a similar nature
       received
                                                                            303                       571
1.5    Interest and other costs of finance paid                               -                         -
1.6    Income taxes paid                                                      -                         -
1.7    Other

       - Business development                                              (68)                     (264)

       - AIM admission                                                        -                     (468)


       Net Operating Cash Flows                                         (1,905)                   (6,248)


       Cash flows related to investing activities
1.8    Payment for purchases of:

                               (a)prospects                                   -                         -

                                 (b)equity                                    -                         -
       investments
                                                                            (6)                      (98)
                                 (c) other fixed
       assets
1.9    Proceeds from sale of:

                               (a)prospects                                   -                       350

                                 (b)equity                                    -                         -
       investments
                                                                              -                         -
                                 (c)other fixed
       assets
1.10   Loans to other entities                                                -                         -
1.11   Loans repaid by other entities                                         -                         -
1.12   Other                                                                  -                         -


       Net investing cash flows                                             (6)                       252
1.13   Total operating and investing cash flows
       (carried forward)
                                                                        (1,911)                   (5,996)



1.13    Total operating and investing cash flows (brought
          forward)
                                                                           (1,911)                  (5,996)


        Cash flows related to financing activities


1.14    Proceeds from issues of shares, options, etc.                       23,125                   26,647
1.15    Proceeds from sale of forfeited shares                                   -                        -
1.16    Proceeds from borrowings                                                 -                        -
1.17    Repayment of borrowings                                                  -                        -
1.18    Dividends paid                                                           -                        -
1.19    Other

        - capital raising expenses                                                                  (1,410)
                                                                (1,400)
        Net financing cash flows

                                                                            21,725                   25,237


        Net increase (decrease) in cash held                                19,814                   19,241


1.20    Cash at beginning of quarter/year to date                            5,722                    6,295
1.21    Exchange rate adjustments to item 1.20                                   -                        -
1.22    Cash at end of quarter

                                                                            25,536                   25,536

Payments to directors of the entity and associates of the directors

Payments to related entities of the entity and associates of the related
entities

                                                                                       Current quarter

                                                                                                $A'000


1.23      Aggregate amount of payments to the parties included in item 1.2                         134


1.24      Aggregate amount of loans to the parties included in item 1.10                             -


1.25      Explanation necessary for an understanding of the transactions
          Payments include executive remuneration, superannuation, directors' fees and consulting
          fees.





Non-cash financing and investing activities

2.1      Details of financing and investing transactions which have had a material effect on consolidated
         assets and liabilities but did not involve cash flows
         Not applicable




2.2      Details of outlays made by other entities to establish or increase their share in projects in which
         the reporting entity has an interest
         Not applicable






Financing facilities available

Add notes as necessary for an understanding of the position.


                                                                   Amount available              Amount used

                                                                             $A'000                   $A'000
3.1     Loan facilities                                                           -                        -


3.2     Credit standby arrangements                                               -                        -





Estimated cash outflows for next quarter

                                                                                                      $A'000
4.1   Exploration and evaluation                                                                       3,100


4.2   Development                                                                                          -




      Total                                                                                            3,100



Reconciliation of cash

Reconciliation of cash at the end of the quarter (as           Current quarter           Previous quarter
shown in the consolidated statement of cash flows)
to the related items in the accounts is as follows.                     $A'000                     $A'000
5.1   Cash on hand and at bank                                           1,470                        938
5.2   Deposits at call

                                                                        24,066                      4,784
5.3   Bank overdraft

                                                                             -                          -
5.4   Other (provide details)

                                                                             -                          -
      Total: cash at end of quarter (item 1.22)

                                                                        25,536                      5,722



Changes in interests in mining tenements


                                            Tenement         Nature of interest  Interest at    Interest at
                                           reference                            beginning of end of quarter
                                                                     (note (2))      quarter
6.1    Interests in mining
       tenements relinquished,
       reduced or lapsed




6.2    Interests in mining                  PI 10208               Earning 100%            -    Application
       tenements acquired or
       increased








Issued and quoted securities at end of current quarter

Description includes rate of interest and any redemption or conversion rights
together with prices and dates.
                                  Total number      Number quoted    Issue price per     Amount paid up per
                                                                  security (see note  security (see note 3)
                                                                          3) (cents)                (cents)
7.1    Preference
       +securities
       (description)
7.2    Changes during
       quarter

       (a)  Increases
       through issues

       (b)  Decreases
       through returns of
       capital, buy-backs,
       redemptions
7.3    +Ordinary securities        101,591,695        101,591,695     Not Applicable         Not Applicable
7.4    Changes during
       quarter

       (a)  Increases
       through issues

       (b)  Decreases               12,500,000         12,500,000              $1.85                  $1.85
       through returns of
       capital, buy-backs
7.5    +Convertible debt
       securities
7.6    Changes during
       quarter

       (a)  Increases
       through issues

       (b)  Decreases
       through securities
       matured, converted
7.7    Options                                                        Exercise price            Expiry date

       -Director Options             2,000,000                  -            various                various

       -Unlisted Options            10,600,000                  -              $0.70          30 April 2010

       -Incentive Options            2,250,000                  -              $1.00       30 November 2008
7.8    Issued during                         -                  -            various                various
       quarter
                                             -                  -              $0.70          30 April 2010

                                     1,500,000                  -              $1.00       30 November 2008
7.9    Exercised during                      -                  -            various                various
       quarter
                                             -                  -              $0.70          30 April 2010

                                             -                  -              $1.00       30 November 2008
7.10   Expired during                        -                  -            various                various
       quarter
                                             -                  -              $0.70          30 April 2010

                                             -                  -              $1.00       30 November 2008
7.11   Debentures

       (totals only)
7.12   Unsecured notes
       (totals only)





Compliance statement



1          This statement has been prepared under accounting policies which
comply with accounting standards as defined in the Corporations Act or other
standards acceptable to ASX (see note 4).



2          This statement does give a true and fair view of the matters disclosed.







Sign here:          ............................................................
            Date:  31 July 2007

Company secretary)







Print name:       SHANE CRANSWICK



Notes



1          The quarterly report provides a basis for informing the market how
the entity's activities have been financed for the past quarter and the effect
on its cash position.  An entity wanting to disclose additional information is
encouraged to do so, in a note or notes attached to this report.



2          The 'Nature of interest' (items 6.1 and 6.2) includes options in
respect of interests in mining tenements acquired, exercised or lapsed during
the reporting period.  If the entity is involved in a joint venture agreement
and there are conditions precedent which will change its percentage interest in
a mining tenement, it should disclose the change of percentage interest and
conditions precedent in the list required for items 6.1 and 6.2.



3          Issued and quoted securities - The issue price and amount paid up is
not required in items 7.1 and 7.3 for fully paid securities.



4          The definitions in, and provisions of, AASB 1022: Accounting for
Extractive Industries and AASB 1026: Statement of Cash Flows apply to this
report.



5          Accounting Standards - ASX will accept, for example, the use of
International Accounting Standards for foreign entities.  If the standards used
do not address a topic, the Australian standard on that topic (if any) must be
complied with.



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