Further re Grant of Options

Berkeley Resources Limited
22 June 2007


BERKELEY RESOURCES LIMITED


The following Terms and Conditions apply to the Incentive Options approved by
Shareholders at yesterday's Annual General Meeting.


          Annexure A - Terms and Conditions of Incentive Options


1.                       Exercise Price

The exercise price of each Incentive Option is $1.00 ('Exercise Price').

2.                       Expiry Date

Each Incentive Option has an expiry date of 30 November 2008 ('Expiry Date').

3.                       Exercise Period

The Incentive Options are only exercisable during the exercise period (being
from the date of issue to the Expiry Date).

4.                       Quotation of Incentive Options

Application will not be made for the official quotation on ASX of the Incentive
Options.

5.                       Entitlement

The Incentive Options entitle the holder to subscribe for one Share upon
exercise of each Incentive Option.

6.                       Notice of Exercise

The Incentive Options may be exercised by notice in writing to the Company. Any
notice of exercise of an Incentive Option received by the Company will be deemed
to be a notice of the exercise of that Incentive Option as at the date of
receipt.

7.                       Timing of issue of Shares

After an Incentive Option is validly exercised, the Company must, within, 20
Business Days of the notice of exercise and receipt of cleared funds equal to
the sum payable on the exercise of the Incentive Option:

(i)                      issue and allot the Share; and

(ii)                     do all such acts matters and things to obtain the grant
of Official Quotation of the Share on ASX no later than 5 Business Days after
issuing the Shares.

8.                       Shares issued on exercise

Shares issued on exercise of the Incentive Options rank equally with the then
Shares of the Company.

9.                       Quotation of Shares on exercise

Application will be made by the Company to ASX for Official Quotation of the
Shares issued upon the exercise of the Incentive Options.

10.                   Participation in new issues

There are no participation rights or entitlements inherent in the Incentive
Options and holders will not be entitled to participate in new issues of capital
offered to Shareholders during the currency of the Incentive Options.

However, the Company will ensure that for the purposes of determining
entitlements to any such issue, the record date will be at least 10 business
days after the issue is announced. This will give holders of Incentive Options
the opportunity to exercise their Incentive Options prior to the date for
determining entitlements to participate in any such issue.

11.                   Adjustment for bonus issues of Shares

If the Company makes a bonus issue of Shares or other securities to existing
Shareholders (other than an issue in lieu or in satisfaction, of dividends or by
way of dividend reinvestment):

(i)                      the number of Shares which must be issued on the
exercise of an Incentive Option will be increased by the number of Shares which
the Incentive Optionholder would have received if the Incentive Optionholder had
exercised the Incentive Option before the record date for the bonus issue; and

(ii)                     no change will be made to the Exercise Price.

12.                   Adjustment for rights issue

If the Company makes an issue of Shares pro rata to existing Shareholders (other
than an issue in lieu of in satisfaction of dividends or by way of dividend
reinvestment) the Exercise Price of an Incentive Option will be reduced
according to the following formula:

New exercise price =       O - E(P-(S+D))
                               __________
                                  N+1

O =      the old Exercise Price of the Incentive Option.

E =      the number of underlying Shares into which one Incentive Option is
exercisable.

P =      average market price per Share weighted by reference to volume of the
underlying Shares during the 5 trading days ending on the day before the ex
rights date or ex entitlements date.

S =      the subscription price of a Share under the pro rata issue.

D =      the dividend due but not yet paid on the existing underlying Shares
(except those to be issued under the pro rata issue).

N =      the number of Shares with rights or entitlements that must be held to
receive a right to one new Share.

13.                   Adjustments for reorganisation

If there is any reconstruction of the issued share capital of the Company, the
rights of the Incentive Optionholders will be varied to comply the ASX Listing
Rules which apply to the reconstruction at the time of the reconstruction.

14.                   Incentive Options non transferable

The Incentive Options are not transferable.

15.                   Lodgement instructions

Cheques shall be in Australian currency made payable to the Company and crossed
'Not negotiable'. The application for Shares on exercise of the Incentive
Options with the appropriate remittance should be lodged at the Company's Share
Registry.


                      This information is provided by RNS
            The company news service from the London Stock Exchange