Notice of AGM

Berkeley Resources Limited
29 October 2007




                           BERKELEY RESOURCES LIMITED

                               ABN 40 052 468 569


NOTICE OF ANNUAL GENERAL MEETING

The Annual General Meeting of the Company will be held at the Plaza Level, BGC
Centre, 28 The Esplanade Perth, Western Australia on Thursday 29 November 2007
at 4.00pm.

This Notice of Annual General Meeting should be read in its entirety.  If
Shareholders are in doubt as to how they should vote, they should seek advice
from their accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss any matter please do not hesitate to contact the
Company Secretary by telephone on [phone].


BERKELEY RESOURCES LIMITED

ABN 40 052 468 569

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of shareholders of
Berkeley Resources Limited ('Company') will be held at the Plaza Level, BGC
Centre, 28 The Esplanade, Perth, Western Australia on 29 November 2007 at 4.00pm
('Meeting').

The Explanatory Memorandum to this Notice of Annual General Meeting provides
additional information on matters to be considered at the Meeting.  The
Explanatory Memorandum and Proxy Form are part of this Notice of Annual General
Meeting.

The Directors have determined pursuant to regulation 7.11.38 of the Corporations
Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are
those who are registered as Shareholders of the Company on 27 November 2007 at
5.00pm.

Terms and abbreviations used in this Notice and Explanatory Memorandum are
defined in Schedule 1.

AGENDA
     
1.    Annual Report

To table and consider the Annual Report of the Company and its controlled
entities for the year ended 30 June 2007, which includes the financial report
and directors' report in relation to that financial year and the auditor's
report on the financial report.

2.    Resolution 1 - Remuneration Report

To consider, and if thought fit, to pass the following resolution as an ordinary
resolution:

'That the Remuneration Report be adopted by the Shareholders on the terms and
conditions in the Explanatory Memorandum.'
     
3.   Resolution 2 - Re-election of Director - Senor Jose Ramon Esteruelas

To consider, and if thought fit, to pass the following resolution as an ordinary
resolution:

'That Senor Jose Ramon Esteruelas who retires in accordance with the Company's
Constitution and, being eligible, offers himself for re-election, be re-elected
as a director.'
     
4.   Resolution 3 - Re-election of Director - Dr Robert Hawley

To consider, and if thought fit, to pass the following resolution as an ordinary
resolution:

'That Dr Robert Hawley who retires in accordance with the Company's Constitution
and, being eligible, offers himself for re-election, be re-elected as a
director.'


BY ORDER OF THE BOARD

Clint McGhie
Company Secretary
Dated: 25 October 2007


BERKELEY RESOURCES LIMITED

ABN 40 052 468 569


EXPLANATORY MEMORANDUM
     
1.   Introduction

This Explanatory Memorandum has been prepared for the information of
Shareholders of the Company in connection with the business to be conducted at
the Annual General Meeting to be held at the Plaza Level, BGC Centre, 28 The
Esplanade, Perth, Western Australia on 29 November 2007 at 4.00pm.

This Explanatory Memorandum should be read in conjunction with and forms part of
the accompanying Notice. The purpose of this Explanatory Memorandum is to
provide information to Shareholders in deciding whether or not to pass the
Resolutions set out in the Notice.

A Proxy Form is located at the end of the Explanatory Memorandum.
     
2.   Action to be taken by Shareholders

Shareholders should read the Notice and this Explanatory Memorandum carefully
before deciding how to vote on the Resolutions.

A Proxy Form is attached to the Notice. This is to be used by Shareholders if
they wish to appoint a representative (a 'proxy') to vote in their place. All
Shareholders are invited and encouraged to attend the Annual General Meeting or,
if they are unable to attend in person, sign and return the Proxy Form to the
Company in accordance with the instructions thereon. Lodgement of a Proxy Form
will not preclude a Shareholder from attending and voting at the Annual General
Meeting in person.
     
3.   Annual Report

There is no requirement for Shareholders to approve the Annual Report.

Shareholders will be offered the following opportunities:
     
a)       Discuss the Annual Report for the financial year ended 30 June 2007
which is online at http://www.berkeleyresources.com.au and click on the direct
link.

b)       Ask questions or make comment on the management of the Company.

c)       Ask the auditor questions about the conduct of the audit and the
preparation and content of the auditor's report.

In addition to taking questions at the Meeting, written questions to the
Chairman about the management of the Company, or to the Company's auditor about:

a)       the preparation and content of the auditor's report;

b)       the conduct of the audit;

c)       accounting policies adopted by the Company in relation to the
preparation of the financial statements; and

d)       the independence of the auditor in relation to the conduct of the
audit,

may be submitted no later than 5 business days before the Meeting to the Company
Secretary at the Company's registered office.

4.   Resolution 1 - Remuneration Report

Pursuant to section 250R(2) of the Corporations Act, the Company is required to
put the Remuneration Report to the vote of Shareholders.  The Annual Report for
the period ended 30 June 2007 contains a Remuneration Report which sets out the
remuneration policy for the Company and reports the remuneration arrangements in
place for the executive and non-executive Directors.

Section 250R(3) of the Corporations Act provides that Resolution 1 is advisory
only and does not bind the Directors of the Company.  Of itself, a failure of
Shareholders to pass Resolution 1 will not require the Directors to alter any of
the arrangements in the Remuneration Report, however the Board will take the
outcome of the vote into consideration when considering the remuneration policy.

The Chair of the Meeting will allow a reasonable opportunity for Shareholders as
a whole to ask about, or make comments on the Remuneration Report.
     
5.   Resolution 2 - Re-election of Director - Senor Jose Ramon Esteruelas

Senor Jose Ramon Esteruelas offers himself for re-election in accordance with
the Company's Constitution, which requires Directors to retire at the next
Annual General Meeting following their initial appointment as a Director.

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

Senor Esteruelas was appointed a Director of Berkeley Resources Limited on 16
November 2006.
     
6.   Resolution 3 - Re-election of Director - Dr Robert Hawley

Dr Robert Hawley offers himself for re-election in accordance with the Company's
Constitution which requires one third of all Directors to retire at each Annual
General Meeting.

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 is presently a
director of Colt Telecom Group Plc, Rutland Trust Plc, Carron Acquisition Co Ltd
and 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.

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

Schedule 1- Definitions

In this Explanatory Memorandum and Notice of General Meeting:

'Annual Report' means the Directors' report, the Company's financial report, and
auditor's report thereon, in respect to the period ended 30 June 2007.

'ASIC' means Australian Securities and Investments Commission.

'ASX' means ASX Limited ABN 98 008 624 691 and where the context permits the
Australian Securities Exchange operated by ASX Limited.

'Board' means Directors of the Company.

'Business Day' means a day on which the ASX is open for trading.

'Chair' means the person appointed to chair the general meeting of the Company
convened by this Notice.

'Company' or 'Berkeley' means Berkeley Resources Limited ABN 40 052 468 569.

'Constitution' means the Constitution of the Company as at the date of the
General Meeting.

'Corporations Act' means the Corporations Act 2001 (Cth).

'Director' means a Director of the Company.

'Explanatory Memorandum' means the explanatory memorandum to the Notice.

'Listing Rules' means the listing rules of ASX.

'Meeting' has the meaning given in the introductory paragraph of the Notice.

'Notice' means this Notice of Annual General Meeting.

'Official List' means the official list of ASX.

'Proxy Form' means the proxy form attached to the Notice.

'Resolution' means a resolution referred to in this Notice.

'Share' means a fully paid ordinary share in the capital of the Company.

'Shareholder' means a shareholder of the Company.

In this Notice, words importing the singular include the plural and vice versa.


                           BERKELEY RESOURCES LIMITED

                               ABN 40 052 468 569

                              P R O X Y   F O R M

The Company Secretary
Berkeley Resources Limited

By delivery:                      By post:                By facsimile:
Level 9, 28 The Esplanade         PO Box Z5083            [phone]
PERTH  WA  6000                   PERTH  WA  6831

I/We
________________________________________________________________________________

of
________________________________________________________________________________


being a Shareholder/Shareholders of the Company and entitled to_________________

votes in the Company, hereby appoint 2__________________________________________

or failing such appointment the chairman of the Annual General Meeting as my/our
proxy to vote for me/us on my/our behalf at the Annual General Meeting of the
Company to be held at 4.00pm on 29 November 2007 (WST) at Plaza Level, 28 The
Esplanade, Perth, Western Australia and at any adjournment thereof in the manner
indicated below or, in the absence of indication, as he thinks fit. If 2 proxies
are appointed, the proportion or number of votes of this proxy is authorised to
exercise is * (      )% of the Shareholder's votes*/ (          ) of the
Shareholder's votes.  (An additional Proxy Form will be supplied by the Company,
on request).

INSTRUCTIONS AS TO VOTING ON RESOLUTIONS

The proxy is to vote for or against the Resolution referred to in the Notice as
follows:

                                                For       Against     Abstain
Resolution 1     Remuneration Report

Resolution 2     Re-election of Director - 
                 Senor Jose Ramon Esteruelas

Resolution 3     Re-election of Director - 
                 Dr Robert Hawley


Authorised signature/s              This section must be signed in accordance
with the instructions overleaf to enable your voting instructions to be
implemented.

Individual or Shareholder 1      Shareholder 2        Shareholder 3


Sole Director and Sole Company   Director             Director/Company Secretary
Secretary

______________________________   __________________   __________________________

Contact Name                     Contact Daytime      Date
                                 Telephone            

________________________________________________________________________________

1Insert name and address of      2 Insert name and    *Omit if not applicable
 Shareholder                       address of proxy   


Proxy Notes:

A Shareholder entitled to attend and vote at the Annual General Meeting may
appoint a natural person as the Shareholder's proxy to attend and vote for the
Shareholder at that Annual General Meeting.  If the Shareholder is entitled to
cast 2 or more votes at the Annual General Meeting the Shareholder may appoint
not more than 2 proxies.  Where the Shareholder appoints more than one proxy the
Shareholder may specify the proportion or number of votes each proxy is
appointed to exercise.  If such proportion or number of votes is not specified
each proxy may exercise half of the Shareholder's votes.  A proxy may, but need
not be, a Shareholder of the Company.

If a Shareholder appoints a body corporate as the Shareholder's proxy to attend
and vote for the Shareholder at that Annual General Meeting, the representative
of the body corporate to attend the Annual General Meeting must produce the
Certificate of Appointment of Representative prior to admission. A form of the
certificate may be obtained from the Company's share registry.

You must sign this form as follows in the spaces provided:

Joint Holding:                  where the holding is in more than one name
                                all of the holders must sign.

Power of Attorney:              if signed under a Power of Attorney, you must
                                have already lodged it with the registry, or 
                                alternatively, attach a certified photocopy of 
                                the Power of Attorney to this Proxy Form when 
                                you return it.

Companies:                      a Director can sign jointly with another 
                                Director or a Company Secretary.  A sole 
                                Director who is also a sole Company Secretary 
                                can also sign.  Please indicate the office held 
                                by signing in the appropriate space.

If a representative of the corporation is to attend the General Meeting the
appropriate 'Certificate of Appointment of Representative' should be produced
prior to admission.  A form of the certificate may be obtained from the
Company's Share Registry.

Proxy Forms (and the power of attorney or other authority, if any, under which
the Proxy Form is signed) or a copy or facsimile which appears on its face to be
an authentic copy of the Proxy Form (and the power of attorney or other
authority) must be deposited at or received by facsimile transmission at the
Perth office of the Company (Level 9, 28 The Esplanade, Perth, WA, 6000, or by
post to PO Box Z5083, Perth, WA, 6831 or Facsimile [phone] if faxed from
within Australia or [phone] if faxed from outside Australia) not less
than 48 hours prior to the time of commencement of the General Meeting (WST).



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