Grant of Employee Options

Berkeley Resources Limited
06 August 2007

                                                Rule 2.7, 3.10.3, 3.10.4, 3.10.5

                                   Appendix 3B

                            New issue announcement,
               application for quotation of additional securities
                                 and agreement



Information or documents not available now must be given to ASX as soon as
available.  Information and documents given to ASX become ASX's property and may
be made public.

Introduced 1/7/96.  Origin: Appendix 5.  Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/
2001, 11/3/2002, 1/1/2003, 24/10/2005.



Name of entity
Berkeley Resources Limited

ABN
40 052 468 569


We (the entity) give ASX the following information.





Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough
space).


1     +Class of +securities issued or to be   Employee Options - $1.86
      issued



2     Number  of +securities issued or to be  2,970,000
      issued (if known) or maximum number
      which may be issued



3     Principal terms of the +securities (eg, 2,970,000 Employee Options exercisable at $1.86 each as
      if options, exercise price and expiry   follows
      date; if partly paid +securities, the
      amount outstanding and due dates for
      payment; if +convertible securities,
      the conversion price and dates for      990,000 on or after 5 August 2008
      conversion)
                                              990,000 on or after 5 August 2009

                                              990,000 on or after 5 August 2010



                                              All options expire on 5 August 2011




4    Do the +securities rank equally in all No-Not listed
     respects from the date of allotment
     with an existing +class of quoted
     +securities?



     If the additional securities do not
     rank equally, please state:

     •       the date from which they do

     •       the extent to which they
     participate for the next dividend, (in
     the case of a trust, distribution) or
     interest payment

     •       the extent to which they do
     not rank equally, other than in
     relation to the next dividend,
     distribution or interest payment

5    Issue price or consideration           Nil



     Purpose of the issue                   Granted to employees following shareholder approval
                                            of the Berkeley Employee Option Scheme.
6    (If issued as consideration for the
     acquisition of assets, clearly
     identify those assets)






7       Dates of entering +securities into  6 August 2007
        uncertificated holdings or despatch
        of certificates





                                            Number                   +Class
8       Number and +class of all            101,591,695              Ordinary shares
        +securities quoted on ASX
        (including the securities in clause
        2 if applicable)




                                           Number               +Class
9      Number and +class of all            1,000,000            Director Options - $ 0.20
       +securities not quoted on ASX
       (including the securities in clause 1,000,000            Director Options -$0.25
       2 if applicable)
                                           10,600,000           Options - $0.70

                                           2,250,000            Incentive Options - $1.00

                                           2,970,000            Employee Options - $1.86



10     Dividend policy (in the case of a   Not applicable
       trust, distribution policy) on the
       increased capital (interests)





Part 2 -  Bonus issue or pro rata issue


11     Is security holder approval required?   Not applicable



12     Is the issue renounceable or            Not applicable
       non-renounceable?

13     Ratio in which the +securities will be  Not applicable
       offered

14     +Class of +securities to which the      Not applicable
       offer relates

15     +Record date to determine entitlements  Not applicable

16     Will holdings on different registers    Not applicable
       (or subregisters) be aggregated for
       calculating entitlements?

17     Policy for deciding entitlements in     Not applicable
       relation to fractions



18     Names of countries in which the entity  Not applicable
       has +security holders who will not be
       sent new issue documents

       Note: Security holders must be told how
       their entitlements are to be dealt
       with.

       Cross reference: rule 7.7.

19     Closing date for receipt of acceptances Not applicable
       or renunciations

20     Names of any underwriters               Not applicable





21     Amount of any underwriting fee or       Not applicable
       commission

22     Names of any brokers to the issue       Not applicable





23     Fee or commission payable to the        Not applicable
       broker to the issue

24     Amount of any handling fee payable to   Not applicable
       brokers who lodge acceptances or
       renunciations on behalf of +security
       holders

25     If the issue is contingent on +security Not applicable
       holders' approval, the date of the
       meeting

26     Date entitlement and acceptance form    Not applicable
       and prospectus or Product Disclosure
       Statement will be sent to persons
       entitled

27     If the entity has issued options, and   Not applicable
       the terms entitle option holders to
       participate on exercise, the date on
       which notices will be sent to option
       holders

28     Date rights trading will begin (if      Not applicable
       applicable)

29     Date rights trading will end (if        Not applicable
       applicable)





30     How do +security holders sell their     Not applicable
       entitlements in full through a broker?

31     How do +security holders sell part of   Not applicable
       their entitlements through a broker and
       accept for the balance?



32     How do +security holders dispose of     Not applicable
       their entitlements (except by sale
       through a broker)?

33     +Despatch date                          Not applicable









Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of
securities


34     Type of securities

       (tick one)


(a)    u     Securities described in Part 1



(b)          All other securities

             Example: restricted securities at the end of the escrowed period, partly paid securities that
             become fully paid, employee incentive share securities when restriction ends, securities
             issued on expiry or conversion of convertible securities



Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information
or documents


35           If the +securities are +equity securities, the names of the 20 largest holders of the
             additional +securities, and the number and percentage of additional +securities held by those
             holders

36           If the +securities are +equity securities, a distribution schedule of the additional
             +securities setting out the number of holders in the categories

             1 - 1,000

             1,001 - 5,000

             5,001 - 10,000

             10,001 - 100,000

             100,001 and over

37           A copy of any trust deed for the additional +securities






Entities that have ticked box 34(b)


38     Number of securities for which          Not applicable
       +quotation is sought



39     Class of +securities for which          Not applicable
       quotation is sought



40     Do the +securities rank equally in all  Not applicable
       respects from the date of allotment
       with an existing +class of quoted
       +securities?



       If the additional securities do not
       rank equally, please state:

       •       the date from which they do

       •       the extent to which they
       participate for the next dividend, (in
       the case of a trust, distribution) or
       interest payment

       •       the extent to which they do not
       rank equally, other than in relation to
       the next dividend, distribution or
       interest payment

41     Reason for request for quotation now    Not applicable

       Example: In the case of restricted
       securities, end of restriction period



       (if issued upon conversion of another
       security, clearly identify that other
       security)



                                               Number                     +Class
42     Number and +class of all +securities    Not applicable
       quoted on ASX (including the securities
       in clause 38)
















Quotation agreement



1          +Quotation of our additional +securities is in ASX's absolute
discretion.  ASX may quote the +securities on any conditions it decides.



2          We warrant the following to ASX.



•           The issue of the +securities to be quoted complies with the law and
is not for an illegal purpose.



•           There is no reason why those +securities should not be granted
+quotation.



•           An offer of the +securities for sale within 12 months after their
issue will not require disclosure under section 707(3) or section 1012C(6) of
the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for
the securities in order to be able to give this warranty



•           Section 724 or section 1016E of the Corporations Act does not apply
to any applications received by us in relation to any +securities to be quoted
and that no-one has any right to return any +securities to be quoted under
sections 737, 738 or 1016F of the Corporations Act at the time that we request
that the +securities be quoted.



•           If we are a trust, we warrant that no person has the right to return
the +securities to be quoted under section 1019B of the Corporations Act at the
time that we request that the +securities be quoted.



3          We will indemnify ASX to the fullest extent permitted by law in
respect of any claim, action or expense arising from or connected with any
breach of the warranties in this agreement.



4          We give ASX the information and documents required by this form.  If
any information or document not available now, will give it to ASX before
+quotation of the +securities begins.  We acknowledge that ASX is relying on the
information and documents.  We warrant that they are (will be) true and
complete.




Sign here:
Date: 6 August 2007

                      (Company secretary)

Print name:            Shane Cranswick



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