Notice of AGM

Berkeley Resources Limited
22 May 2007



BERKELEY RESOURCES LIMITED

ABN 40 052 468 569


NOTICE OF GENERAL MEETING


The General Meeting of the Company will be held in Duxton Room 4, Duxton Hotel,
1 St Georges Terrace, Perth, Western Australia on Thursday, 21 June 2007 at
4.00pm.

This Notice of 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 GENERAL MEETING

Notice is hereby given that a General Meeting of shareholders of Berkeley
Resources Limited ('Company') will be held in Duxton Room 4, Duxton Hotel, 1 St
Georges Terrace, Perth, Western Australia on 21 June 2007 at 4.00pm ('Meeting').

The Explanatory Memorandum to this Notice of 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 General Meeting.

The Directors have determined pursuant to regulation 7.11.37 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 19 June 2007 at
4.00pm.

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

AGENDA

1.                     Resolution 1 - Ratification of Prior Issue of Shares


To consider, and if thought fit, to pass with or without amendment as an
ordinary resolution the following:

'That, pursuant to and in accordance with Listing Rule 7.4 and for all other
purposes, Shareholders approve and ratify the prior issue by the Directors of
12,500,000 Shares each at an issue price of $1.85 and on the terms and
conditions in the Explanatory Memorandum.'

Voting Exclusion

The Company will disregard any votes cast on this resolution by a person who
received securities in relation to the issue, or any associate of such a person.

However, the Company will not disregard a vote if:

a)       it is cast by the person as proxy for a person who is entitled to vote,
in accordance with directions on the Proxy Form; or

b)       it is cast by the person chairing the Meeting as proxy for a person who
is entitled to vote, in accordance with a direction on the Proxy Form to vote as
the proxy decides.



2.                     Resolution 2 - Authority to Grant Incentive Options to
Senor Jose Ramon Esteruelas


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

'That, pursuant to and in accordance with Listing Rule 10.11 and Chapter 2E of
the Corporations Act, Shareholders authorise the Directors to grant 250,000
Incentive Options exercisable at $1.00 each on or before 30 November 2008 ('
Esteruelas Incentive Options') to Senor Jose Ramon Esteruelas, on the terms and
conditions set out in the Explanatory Memorandum accompanying this Notice.'

Voting Exclusion

The Company will disregard any votes cast on this resolution by a person or
their associate, who is to receive Esteruelas Incentive Options (except a
benefit solely in their capacity as holder of ordinary securities), if the
resolution is passed.

However, the Company will not disregard a vote if:

a)       it is cast by the person as proxy for a person who is entitled to vote,
in accordance with directions on the Proxy Form; or

b)       it is cast by the person chairing the Meeting as proxy for a person who
is entitled to vote, in accordance with a direction on the Proxy Form to vote as
the proxy decides.



3.                     Resolution 3 - Authority to Grant Incentive Options to Mr
Sean James


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

'That, pursuant to and in accordance with Listing Rule 10.11 and Chapter 2E of
the Corporations Act, Shareholders authorise the Directors to grant 250,000
Incentive Options exercisable at $1.00 each on or before 30 November 2008 ('
James Incentive Options') to Mr Sean James, on the terms and conditions set out
in the Explanatory Memorandum accompanying this Notice.'

Voting Exclusion

The Company will disregard any votes cast on this resolution by a person or
their associate, who is to receive James Incentive Options (except a benefit
solely in their capacity as holder of ordinary securities), if the resolution is
passed.

However, the Company will not disregard a vote if:

a)       it is cast by the person as proxy for a person who is entitled to vote,
in accordance with directions on the Proxy Form; or

b)       it is cast by the person chairing the Meeting as proxy for a person who
is entitled to vote, in accordance with a direction on the Proxy Form to vote as
the proxy decides.

4.                     Resolution 4 - Authority to Grant Incentive Options to Mr
Matthew Syme


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

'That, pursuant to and in accordance with Listing Rule 10.11 and Chapter 2E of
the Corporations Act, Shareholders authorise the Directors to grant 1,000,000
Incentive Options exercisable at $1.00 each on or before 30 November 2008 ('Syme
Incentive Options') to Hopetoun Consulting Pty Ltd, a related party of Mr
Matthew Syme, on the terms and conditions set out in the Explanatory Memorandum
accompanying this Notice.'

Voting Exclusion

The Company will disregard any votes cast on this resolution by a person or
their associate, who is to receive Syme Incentive Options (except a benefit
solely in their capacity as holder of ordinary securities), if the resolution is
passed.

However, the Company will not disregard a vote if:

a)       it is cast by the person as proxy for a person who is entitled to vote,
in accordance with directions on the Proxy Form; or

b)       it is cast by the person chairing the Meeting as proxy for a person who
is entitled to vote, in accordance with a direction on the Proxy Form to vote as
the proxy decides.



5.                     Resolution 5 - Adoption of Employee Option Scheme


To consider, and if thought fit pass with or without amendment as an ordinary
resolution, the following:

'That in accordance with Exception 9 of ASX Listing Rule 7.2, Shareholders
approve the establishment of an employee option scheme to be called the
'Berkeley Employee Option Scheme' and the issue of Options pursuant to this
scheme on the terms and conditions in the Explanatory Memorandum'.

Voting Exclusion

The Company will disregard any votes cast on this resolution by a Director
(except one who is ineligible to participate in any employee incentive scheme in
relation to the Company) or any associate of a Director.  However, the Company
will not disregard a vote if:

a)       it is cast by the person as a proxy for a person who is entitled to
vote, in accordance with directions on the Proxy Form; or

b)       it is cast by the person chairing the Meeting as proxy for a person who
is entitled to vote, in accordance with directions on the Proxy Form to vote as
the proxy decides.



6.                     Resolution 6 - Deed of Indemnity and Access with Senor
Jose Ramon Esteruelas


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

 'That pursuant to section 200B and Chapter 2E of the Corporations Act and for
all other purposes approval be given to the Company to:



(a)          indemnify Senor Jose Ramon Esteruelas, during the period of his
directorship and after the cessation of his directorship, in respect of certain
claims should any be made against him whilst acting in his capacity as a
director of the Company;



(b)          use its reasonable endeavours to procure an insurance policy and
pay the premiums of insurance as assessed at market rates applicable from time
to time for Senor Esteruelas in respect of certain claims made against him
acting in the capacity of a director of the Company (except to the extent such
insurance cannot be procured at a reasonable cost or is otherwise unavailable to
the Company);



(c)          use its reasonable endeavours to ensure that an insurance policy
for Senor Esteruelas is at all times covered under an insurance policy during
the Insurance Run-Off Period, which will be on terms not materially less
favourable to Senor Esteruelas than the terms of insurance applicable at the
date of termination of his directorship and to continue to pay those premiums
during that Insurance Run-Off Period (except to the extent such insurance cannot
be procured at a reasonable cost or is otherwise unavailable to the Company);
and



(d)          provide Senor Esteruelas with access, upon the cessation for any
reason of his  directorship and for a period of not less than 7 years following
that cessation, to any Company records which are either prepared or provided to
Senor Esteruelas during the period of his directorship,

upon and subject to the terms and conditions as set out in the Explanatory
Memorandum.'



BY ORDER OF THE BOARD


Shane Cranswick
Company Secretary
Dated: 16 May 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 General Meeting to be held in Duxton Room 4, Duxton Hotel, 1 St Georges
Terrace, Perth, Western Australia on 21 June 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 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 Meeting in person.

3.                     Resolution 1 - Ratification of Prior Issue of Shares


The Company announced on 13 April 2007 it had completed a placement of
12,500,000 Shares to institutional investors based in Europe, the USA, Canada
and Australia to raise $23,125,000 before issue costs. The funds will be used to
progress current exploration activities for the Company's existing Spanish
uranium projects, fund new exploration projects in Spain, expand business
development activities and augment working capital requirements.

These Shares were issued within the 15% annual limit permitted under Listing
Rule 7.1, without the need for Shareholder approval.  The effect of Shareholders
passing Resolution 1 by ratifying the issue of the 12,500,000 Shares will be to
restore the Company's ability to issue Shares (or Options) within that limit, to
the extent of the 12,500,000 Shares issued.

Listing Rule 7.5 requires that the following information be provided to
shareholders for the purpose of obtaining Shareholder approval pursuant to
Listing Rule 7.4:

a)       the Shares were issued to institutional investors based in Europe, the
USA, Canada and Australia (who are all unrelated parties of the Company);

b)       12,500,000 Shares were each issued at $1.85 to raise $23,125,000
(before issue costs);

c)       the 12,500,000 Shares are ordinary listed fully paid shares in the
capital of the Company;

d)       a voting exclusion statement is included in the Notice; and




e)       the expected application of funds is outlined below:



Description                                                              Amount

Exploration                                                          16,725,000

Capital raising expenses                                              1,400,000

Business development                                                  1,000,000

Working capital                                                       4,000,000

Total                                                                23,125,000


4.                     Resolution 2 - Authority to Grant Incentive Options to
Senor Jose Ramon Esteruelas


Resolution 2 seeks the approval of Shareholders pursuant to Listing Rule 10.11
and Chapter 2E of the Corporations Act for the Directors to grant 250,000
Incentive Options to Senor Jose Ramon Esteruelas.

Shareholder approval is required under ASX Listing Rule 10.11 and section 208 of
the Corporations Act because Senor Esteruelas is a related party of the Company.
  Furthermore, Shareholder approval of the grant of the Esteruelas Incentive
Options means that this issue will not reduce the Company's 15% placement
capacity under ASX Listing Rule 7.1.

Resolution 2 is an ordinary resolution.

Specific Information Required by Listing Rule 10.13 and section 219 of the
Corporations Act

a)       250,000 Incentive Options will be granted to Senor Esteruelas
exercisable at $1.00 each on or before 30 November 2008.

b)       Senor Esteruelas was appointed a Non-Executive Director on 16 November
2006. The Board agreed to issue Incentive Options to Senor Esteruelas as part of
his remuneration package upon his acceptance to join the Board.

The average closing price of Berkeley Shares during the five trading days up to
the date of Senor Esteruelas' appointment was $1.07.

Senor Esteruelas is a very 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 SA (the leading tobacco company in Spain). Senor Esteruelas is
Berkeley's senior Spanish representative as the Company seeks to capitalise on
its substantial asset base in the country.

The Company is a small listed company which is exploring a number of uranium
projects in Spain.  The Company has limited funds, most of which are allocated
to specific exploration and development activities.  As a result, the Board
chose to grant Incentive Options to Senor Esteruelas as a key component of his
remuneration in order to attract and retain his services.

There are no additional performance criteria on Incentive Options as given the
speculative nature of the Company's activities and the small management team
responsible for its running, it is considered the performance of Senor
Esteruelas and the performance and value of the Company are closely related.

c)       It is noted that the granting of options to non-executive directors is
contrary to ASX Corporate Governance Guideline 9.3, however, for the reasons
outlined in paragraph (b), the other Directors still consider the granting of
Incentive Options in this circumstance to be appropriate and accordingly,
Shareholder approval is sought to grant these Incentive Options to Senor
Esteruelas.


d)       In addition to the Incentive Options to be issued in accordance with
this Resolution 2, Senor Esteruelas currently receives the following
remuneration package:

Directors Fees                €48,000 p.a.

Total                         €48,000 p.a.


In addition, Senor Esteruelas is entitled to reimbursement of all reasonable
travelling, accommodation and other expenses that a Director properly incurs in
attending meetings of Directors or any meetings of committees of Directors, in
attending any meetings of Shareholders and in connection with the business of
the Company. Other than as set out in this Notice, Senor Esteruelas does not
receive any other emoluments.

e)       The Incentive Options will be granted for nil consideration.

f)         Upon exercise of the Incentive Options, the Shares will be issued on
a one for one basis on the same terms as the Company's existing Shares;

g)       the Incentive Options are exercisable from the date of grant until 30
November 2008. The Incentive Options will not be quoted on ASX. Further terms
and conditions of the Incentive Options are in Schedule 2 of this Explanatory
Memorandum.

h)       The Company will grant the Incentive Options no later than 1 month
after the date of the Meeting (or such longer period of time as ASX may in its
discretion allow).

i)         Senor Esteruelas has an interest in the Resolution under which
Incentive Options will be granted to him and therefore does not want to make a
recommendation.  In relation to the Incentive Options to be granted to Senor
Esteruelas, each other Director has no interest in the outcome of the grant of
Incentive Options and is in favour of the Resolution.

j)         Other than the Incentive Options the subject of this Resolution 2,
Senor Esteruelas currently does not hold an interest in securities of the
Company.

k)       A valuation of these Incentive Options has been obtained from an
independent expert and on the basis of the assumptions set out below the
technical value of one Incentive Option is as follows:

Name                                Number of Options       Value Per       Total Value
                                                             Security

Senor Esteruelas                              250,000          $1.046          $261,500

This valuation imputes a total value of $261,500 to the Esteruelas Incentive
Options.  The value may go up or down after the date of valuation as it will
depend on the future price of a Share.  Black & Scholes methodology has been
used, together with the following assumptions:

i.               The risk free rate is the Commonwealth Government securities
rate with a maturity date approximating that of the expiration period of the
Incentive Options as at 1 May 2007 - 6.14%;

ii.              The underlying security spot price used for the purposes of
this valuation is based on the closing price of the Company's Shares as at 30
April 2007 - $1.695;

iii.            the volatility factor is set as 95% which is based on an average
of comparable companies' historical data from the Australian Graduate School of
Management's Risk Measurement Service;

iv.             for the purposes of the valuation, no future dividend payments
have been forecast; and

v.              for the purposes of the valuation it is assumed that the
Incentive Options will not be exercised any earlier than the expiry date of 30
November 2008.

l)         If the Shareholders approve the proposed grant of Incentive Options
under this Resolution, the exercise of those Incentive Options will result in a
dilution of all other Shareholders' holdings in the Company of 0.28% based on
issued Shares as at the date of this Notice.

m)     Under the new accounting standard AASB 2 Share Based Payments, the
Company would recognise the fair value of options granted to Senor Esteruelas as
an expense of $261,500 in the income statement with a corresponding adjustment
to equity.

n)       The market price of Shares would normally determine whether Senor
Esteruelas will exercise the Incentive Options or not.  If the Incentive Options
are exercised at a price that is lower than the price at which Shares are
trading on ASX, there may be a perceived cost to the Company.

o)       No funds will be raised by the grant of the Esteruelas Incentive
Options as they are being issued for nil consideration.

p)       Historical share price information for the last twelve months is set
out below:

                                Price                 Date

Highest                         $2.01        10 April 2007

Lowest                          $0.58        22 June 2006

Last                            $1.55        15 May 2007


q)       Other than the information above and otherwise set out in this
Explanatory Memorandum, the Company believes that there is no other information
that would be reasonably required by Shareholders to pass Resolution 2.

r)        A voting exclusion statement is included in this Notice.

As Shareholder approval is sought under Listing Rule 10.11, approval under
Listing Rule 7.1 is not required.

5.                     Resolution 3 - Authority to Grant Incentive Options to Mr
Sean James


Resolution 3 seeks the approval of Shareholders pursuant to Listing Rule 10.11
and Chapter 2E of the Corporations Act for the Directors to grant 250,000
Incentive Options to Mr Sean James.

Shareholder approval is required under ASX Listing Rule 10.11 and section 208 of
the Corporations Act because Mr James is a related party of the Company.
Furthermore, Shareholder approval of the grant of the James Incentive Options
means that this issue will not reduce the Company's 15% placement capacity under
ASX Listing Rule 7.1.

Resolution 3 is an ordinary resolution.

Specific Information Required by Listing Rule 10.13 and section 219 of the
Corporations Act

(a)                     250,000 Incentive Options will be granted to Mr James
exercisable at $1.00 each on or before 30 November 2008.

(b)                     Mr James was appointed to the Board on 28 July 2006.
The Board agreed to issue Executive Options to Mr James as part of his
remuneration package upon his acceptance to join the Board.  On 16 November 2006
Mr James relinquished his executive role and as such, Resolution 8 of the 2006
Notice of Annual General Meeting which dealt with the grant of the Executive
Options to Mr James was not put to shareholders. As such, Mr James has no
entitlement to Executive Options. The Board revised the remuneration and
incentive components of Mr James' remuneration package as outlined below and the
subject of this resolution.

The average closing price of Berkeley Shares during the five trading days up to
the date of Mr James' revised role was $1.07.

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.

The Company is a small listed company which is exploring a number of uranium
projects in Spain.  The Company has limited funds, most of which are allocated
to specific exploration and development activities.  As a result, the Board
chose to grant Incentive Options to Mr James as a key component of his
remuneration in order to attract and retain his services.

There are no additional performance criteria on Incentive Options as given the
speculative nature of the Company's activities and the small management team
responsible for its running, it is considered the performance of Mr James and
the performance and value of the Company are closely related.

(c)                     It is noted that the granting of options to
non-executive directors is contrary to ASX Corporate Governance Guideline 9.3,
however, for the reasons outlined in paragraph (b), the other Directors still
consider the granting of Incentive Options in this circumstance to be
appropriate and accordingly, Shareholder approval is sought to grant these
Incentive Options to Mr James.

(d)                     In addition to the Incentive Options to be issued in
accordance with Resolution 3, Mr James currently receives the following
remuneration package:

Directors Fees                £18,000 p.a.

Total                         £18,000 p.a.


In addition, Mr James is entitled to reimbursement of all reasonable travelling,
accommodation and other expenses that a Director properly incurs in attending
meetings of Directors or any meetings of committees of Directors, in attending
any meetings of Shareholders and in connection with the business of the Company.
Other than as set out in this Notice, Mr James does not receive any other
emoluments.

(e)                     The Incentive Options will be granted for nil
consideration.

(f)                       Upon exercise of the Incentive Options, the Shares
will be issued on a one for one basis on the same terms as the Company's
existing Shares;

(g)                     the Incentive Options are exercisable from the date of
grant until 30 November 2008. The Incentive Options will not be quoted on ASX.
Further terms and conditions of the Incentive Options are in Schedule 2 of this
Explanatory Memorandum.

(h)                     The Company will grant the Incentive Options no later
than 1 month after the date of the Meeting (or such longer period of time as ASX
may in its discretion allow).

(i)                       Mr James has an interest in the Resolution under which
Incentive Options will be granted to him and therefore does not want to make a
recommendation.  In relation to the Incentive Options to be granted to Mr James,
each other Director has no interest in the outcome of the grant of Incentive
Options and is in favour of the Resolution.

(j)                       Other than the Incentive Options the subject of this
Resolution 3, Mr James currently does not hold an interest in securities of the
Company.

(k)                     A valuation of these Incentive Options has been obtained
from an independent expert and on the basis of the assumptions set out below the
technical value of one Incentive Option is as follows:

Name                                Number of Options       Value Per       Total Value
                                                             Security

Mr James                                      250,000          $1.046          $261,500




This valuation imputes a total value of $261,500 to the James Incentive Options.
  The value may go up or down after the date of valuation as it will depend on
the future price of a Share.  Black & Scholes methodology has been used,
together with the following assumptions:

i.               The risk free rate is the Commonwealth Government securities
rate with a maturity date approximating that of the expiration period of the
Incentive Options as at 1 May 2007 - 6.14%;

ii.              The underlying security spot price used for the purposes of
this valuation is based on the closing price of the Company's Shares as at 30
April 2007 - $1.695;

iii.            the volatility factor is set as 95% which is based on an average
of comparable companies' historical data from the Australian Graduate School of
Management's Risk Measurement Service;

iv.             for the purposes of the valuation, no future dividend payments
have been forecast; and

v.              for the purposes of the valuation it is assumed that the
Incentive Options will not be exercised any earlier than the expiry date of 30
November 2008.

(l)                       If the Shareholders approve the proposed grant of
Incentive Options under this Resolution, the exercise of those Incentive Options
will result in a dilution of all other Shareholders' holdings in the Company of
0.28% based on issued Shares as at the date of this Notice.

(m)                   Under the new accounting standard AASB 2 Share Based
Payments, the Company would recognise the fair value of options granted to Mr
James as an expense of $261,500 in the income statement with a corresponding
adjustment to equity.

(n)                     The market price of Shares would normally determine
whether Mr James will exercise the Incentive Options or not.  If the Incentive
Options are exercised at a price that is lower than the price at which Shares
are trading on ASX, there may be a perceived cost to the Company.

(o)                     No funds will be raised by the grant of the James
Incentive Options as they are being issued for nil consideration.

(p)                     Historical share price information for the last twelve
months is set out below:

                                Price                 Date

Highest                         $2.01        10 April 2007

Lowest                          $0.58        22 June 2006

Last                            $1.55        15 May 2007


(q)                     Other than the information above and otherwise set out
in this Explanatory Memorandum, the Company believes that there is no other
information that would be reasonably required by Shareholders to pass Resolution
3.

(r)                      A voting exclusion statement is included in this
Notice.

As Shareholder approval is sought under Listing Rule 10.11, approval under
Listing Rule 7.1 is not required.

6.                     Resolution 4 - Authority to Grant Incentive Options to Mr
Matthew Syme


Resolution 4 seeks the approval of Shareholders pursuant to Listing Rule 10.11
and Chapter 2E of the Corporations Act for the Directors to grant 1,000,000
Incentive Options to Hopetoun Consulting Pty Ltd, a company of which Mr Syme is
a director and beneficial shareholder.


Shareholder approval is required under ASX Listing Rule 10.11 and section 208 of
the Corporations Act because Mr Syme is a related party of the Company.
Furthermore, Shareholder approval of the grant of the Syme Incentive Options
means that this issue will not reduce the Company's 15% placement capacity under
ASX Listing Rule 7.1.

Resolution 4 is an ordinary resolution.

Specific Information Required by Listing Rule 10.13 and section 219 of the
Corporations Act

(a)                     1,000,000 Incentive Options will be granted to Hopetoun
Consulting Pty Ltd, a related party of Mr Syme exercisable at $1.00 each on or
before 30 November 2008.

(b)                     On 27 August 2004, Mr Syme commenced as managing
director of Berkeley.  Mr Syme was appointed to pursue acquisition and new
business opportunities as well as manage the Company's existing portfolio of
assets. The Incentive Options the subject of this resolution, form part of Mr
Syme's revised employment terms, as announced by the Company on 4 December 2006.

The average closing price of Berkeley Shares during the five trading days up to
the date of the announcement by the Company was $1.12.

The Company is small listed company which has recently acquired an interest in
various uranium projects is Spain.  The Company has limited funds, most of which
are allocated to specific exploration and development activities.  As a result,
the Board chose to grant Incentive Options to Mr Syme as a key component of his
remuneration in order to retain his services and to provide additional incentive
linked to the performance of the Company.

There are no additional performance criteria on the Incentive Options as given
the speculative nature of the Company's activities and the small management team
responsible for its running, it is considered the performance of Mr Syme and the
performance and value of the Company are closely related.  As such, the
Incentive Options granted will generally only be of benefit if Mr Syme performs
to the level whereby the value of the Company increases sufficiently to warrant
exercising the Incentive Options.

(c)                     In addition to the Incentive Options to be issued in
accordance with Resolution 4, Mr Syme currently receives the following
remuneration package:

Salary                             $250,000 pa

Superannuation                      $22,500 pa

Total                              $272,500 pa


Mr Syme is also entitled to a cost of living allowance of £1,500 per month to
cover additional living expenses whilst based in London.

In addition, Mr Syme is entitled to reimbursement of all reasonable travelling,
accommodation and other expenses that a Director properly incurs in attending
meetings of Directors or any meetings of committees of Directors, in attending
any meetings of Members and in connection with the business of the Company.
Other than as set out in this Notice, Mr Syme does not receive any other
emoluments.

(d)                     The Incentive Options will be granted for nil
consideration.

(e)                     Upon exercise of the Incentive Options, the Shares will
be issued on a one for one basis on the same terms as the Company's existing
Shares;

(f)                       the Incentive Options are exercisable from the date of
grant until 30 November 2008. The Incentive Options will not be quoted on ASX.
Further terms and conditions of the Incentive Options are in Schedule 2 of this
Explanatory Memorandum.

(g)                     The Company will grant the Incentive Options no later
than 1 month after the date of the Meeting (or such longer period of time as ASX
may in its discretion allow).

(h)                     Mr Syme has an interest in the Resolution under which
Incentive Options will be granted to him and therefore does not want to make a
recommendation.  In relation to the Incentive Options to be granted to Mr Syme,
each other Director has no interest in the outcome of the grant of Incentive
Options and is in favour of the Resolution.

(i)                       The current security holding of Mr Syme is as follows:



Name of Director                              Shares            Executive Options -     Executive Options -
                                                                              $0.20                   $0.25
Matthew Syme                                760,1001                      1,000,000               1,000,000

1 720,100 of these shares are held by Hopetoun Consulting Pty Ltd, a related
party of Mr Syme.

(j)                       A valuation of these Incentive Options has been
obtained from an independent expert and on the basis of the assumptions set out
below the technical value of one Incentive Option is as follows:

Name                                 Number of Options       Value Per        Total Value
                                                              Security

Hopetoun Consulting Pty Ltd                  1,000,000          $1.046         $1,046,000

This valuation imputes a total value of $1,046,000 to the Syme Incentive
Options.  The value may go up or down after the date of valuation as it will
depend on the future price of a Share.  Black & Scholes methodology has been
used, together with the following assumptions:

i.      The risk free rate is the Commonwealth Government securities rate with a maturity date
approximating that of the expiration period of the Incentive Options as at 1 May
2007 - 6.14%;

ii.      The underlying security spot price used for the purposes of this valuation is based
on the closing price of the Company's Shares as at 30 April 2007 - $1.695;

iii.     the volatility factor is set as 95% which is based on an average of comparable
companies' historical data from the Australian Graduate School of Management's
Risk Measurement Service;

iv.      for the purposes of the valuation, no future dividend payments have been forecast; and

v.      for the purposes of the valuation it is assumed that the Incentive Options will not be
exercised any earlier than the expiry date of 30 November 2008.

(k)                     If the Shareholders approve the proposed grant of
Incentive Options under this Resolution, the exercise of those Incentive Options
will result in a dilution of all other Shareholders' holdings in the Company of
1.12% based on issued Shares as at the date of this Notice.

(l)                       Under the new accounting standard AASB 2 Share Based
Payments, the Company would recognise the fair value of options granted to Mr
Syme as an expense of $1,046,000 in the income statement with a corresponding
adjustment to equity.

(m)                   The market price of Shares would normally determine
whether Mr Syme will exercise the Incentive Options or not.  If the Incentive
Options are exercised at a price that is lower than the price at which Shares
are trading on ASX, there may be a perceived cost to the Company.

(n)                     No funds will be raised by the grant of the Syme
Incentive Options as they are being issued for nil consideration.


(o)                     Historical share price information for the last twelve
months is set out below:

                                Price                 Date

Highest                         $2.01        10 April 2007

Lowest                          $0.58        22 June 2006

Last                            $1.55        15 May 2007


(p)                     Other than the information above and otherwise set out
in this Explanatory Memorandum, the Company believes that there is no other
information that would be reasonably required by Shareholders to pass Resolution 4.

(q)                     A voting exclusion statement is included in this Notice.

As Shareholder approval is sought under Listing Rule 10.11, approval under
Listing Rule 7.1 is not required.

7.                     Resolution 5 - Adoption of Employee Option Scheme


Resolution 5 seeks Shareholder approval in accordance with the ASX Listing Rule
7.2 for the establishment of the Berkeley Employee Option Scheme and the issue
of Options pursuant to this Scheme.

The two main purposes of the Scheme are to give an incentive to the Eligible
Employees to provide dedicated and ongoing commitment and effort to the Company
aligning the interests of both employees and Shareholders and for the Company to
reward Eligible Employees for their efforts.  The Scheme contemplates the issue
to Eligible Employees of options to subscribe for Shares.

ASX Listing Rule 7.1 places restrictions on the number of equity securities,
including options, which a listed company may issue in any 12 months.  However,
certain issues are exempt from this ASX Listing Rule and are effectively
disregarded for the purposes of counting the number of securities which a
company may issue.

Exempt issues include an issue of securities to persons participating in an
employee option scheme where shareholders have approved the issue of securities
under the scheme as an exemption from ASX Listing Rule 7.1.  Shareholder
approval must be given in a general meeting held not more than 3 years before
the date of issue where the Notice contains or is accompanied by certain
prescribed information (set out below).

In order to take advantage of the exemption from ASX Listing Rule 7.1 and allow
the Company greater flexibility to issue securities, Shareholders are requested
to approve the Scheme as an exemption from ASX Listing Rule 7.1.

This approval will be effective for a period of 3 years from the date the
passing by Shareholders of Resolution 5.

For the purpose of ASX Listing Rule 7.2 Exception 9 the terms of the Scheme are
in Schedule 3.

8.                     Resolution 6 - Deed of Indemnity and Access with Senor
Jose Ramon Esteruelas

8.1                  Background

The purpose of Resolution 6 is to enable the Company to provide Senor Esteruelas
with a reasonable level of protection in relation to claims made against him
acting as a Director of the Company, effective from the date of Senor
Esteruelas' appointment.

Shareholder approval was granted for the Company to enter into the same Deed of
Indemnity and Access with each existing Director at the 2005 and 2006 annual
general meetings.

Given his duties and responsibilities as a director of a public company and his
potential liabilities, the Board considers it appropriate that Senor Esteruelas
be suitably protected from certain claims made against him.  The proposed
protection will not extend to the extent it is prohibited by the Corporations
Act.

As a person may be called to account for his or her actions several years after
ceasing to be a director of a company, it is considered reasonable that suitable
protection should extend for a period of time after Senor Esteruelas has ceased
to be a director of the Company.

It is generally recognised that a director or former director of a company may
face considerable difficulty in properly answering or defending any claim made
against him or her, particularly, as is often the case, where the claim is
brought after the director ceases to hold office.  Difficulties may arise by
reason of the following:

a)                       No indemnity after directorship ends



While a Company's constitution provides Directors with an indemnity in respect
of claims made while they remain Directors, arguably that indemnity ceases when
the directorship ends.  Without the benefit of an indemnity, the cost of
defending such a claim in respect of the actions of a Director or former
Director, even if the claim is ultimately proven to be without merit, can be
considerable and beyond the financial resources of the individual Director.

b)                       Maintenance of insurance policies



Directors' and Officers' insurance policies generally only provide cover for
claims made during the currency of the insurance policy, ie. while insurance
premiums continue to be paid on the policy.  Generally, unless insurance
premiums continue to be paid after the time a person ceases to be a Director,
claims made after cessation of the directorship will not be covered by the
insurance policy.  The cost to a former Director of personally maintaining
insurance cover after ceasing to be a Director can be prohibitive, particularly
given the number of years for which insurance must be maintained and given the
former Director will no longer be receiving any income from the Company.

c)                       Access to board papers



Directors have a statutory right to inspect the books of the Company:

              i)             whilst they hold office; and

              ii)            for a period of 7 years after the Director ceases to hold office,



at all reasonable times for the purpose of a legal proceeding to which the
Director is a party, that the Director proposes in good faith to bring or that
the Director has reason to believe will be brought against him or her.

Despite this statutory right, Senor Esteruelas may require access to company
documents which are relevant to his holding office as a Director of the Company
and not strictly required for the purpose of anticipated, threatened or
commenced legal proceedings. Furthermore, although a proceeding may be
instituted within six years after a cause of action arises, that six year period
is calculated from the date the damage is found to have occurred - this may be
long after the conduct in question, from which the later damage arose, actually
occurred.

Given these difficulties a person may be unwilling to become or to remain as a
Director of a public company without suitable protection being provided by the
Company.  The benefit to the Company in providing such protection is that it
will continue to be able to attract persons of suitable expertise and experience
to act as Directors.

8.2                  Summary of the Indemnity, Insurance and Access Deed

The Company will enter into a Deed of Indemnity, Insurance and Access ('Deed')
which, subject to Shareholder approval, will require:

a)                       the Company to indemnify Senor Esteruelas during the
period of his directorship and after the cessation of the directorship, in
respect of certain claims made against him in his  capacity as a Director of the
Company to the extent allowable under the Corporations Act;

b)                       the Company to use its best endeavours (subject to cost
and availability) to maintain an insurance policy and pay the premiums of
insurance as assessed at market rates applicable from time to time, to the
extent available under the Corporations Act, for Senor Esteruelas in respect of
certain claims made against him in his capacity as a Director of the Company and
to continue to pay those premiums for a period of up to 7 years following the
termination of his directorship;

c)                       that if the Company cannot procure an insurance policy
for a Director at a reasonable cost it shall advise such Director who may refer
the matter to an expert (whose decision shall be final and binding on the
parties) for determination that the Company has not used reasonable endeavours
and the expert may direct the Company to obtain an insurance policy on the best
available terms; and

d)                       the Company to provide Senor Esteruelas with access,
upon ceasing for any reason to be a director of the Company and for a period of
up to 7 years following that cessation, to any Company records which are either
prepared or provided to Senor Esteruelas during the period during which he was a
director of the Company.

The Deed will also require Senor Esteruelas to maintain confidentiality and to
protect the Company's intellectual property.

8.3                  Summary of indemnity and insurance provisions in the Corporations Act

In considering Resolution 6, Shareholder should be aware of the following
limitations in the Corporations Act concerning the provision of indemnities and
insurance to Company officers.  The deed for which Shareholder approval is
sought under Resolution 6, complies with these limitations.

a)                       Section 199A of the Corporations Act



The Corporations Act now sets out specific prohibitions to the Company's ability
to grant indemnities for liabilities and legal costs.

The Company is prohibited from indemnifying its officers against a liability if
it is a liability:

              i)             to the Company or any of its related bodies corporate;

              ii)            to a third party that arose out of conduct involving a lack of good faith; or

              iii)           for a pecuniary penalty order or a compensation order under the Corporations Act (such 
orders being made for breaches such as breaches of Director's duties, the related party rules and insolvent trading
rules).



The Company is also prohibited from indemnifying its officers against legal
costs incurred:

              i)             in defending actions where an officer is found liable for a matter for which he or she 
cannot be indemnified by the Company as set out immediately above;



              ii)            in defending criminal proceedings where the officer is found guilty;



              iii)           in defending proceedings brought by the ASIC or a liquidator for a court order if the 
grounds for making the order are found by the court to be established; or



              iv)           in connection with proceedings for relief to the director under the Corporations Act where 
the court denies the relief.

b)                       Section 199B of the Corporations Act



If the Company, or a related body corporate of the Company, pays the premium on
an insurance policy in favour of a Director, then section 199B of the
Corporations Act requires the Company to ensure that the relevant contract of
insurance does not cover liabilities incurred by the officer arising out of
conduct involving either:

              i)             a wilful breach of duty in relation to the Company;
or

              ii)            contravention of the provisions relating to an
officer making improper use of information or improper use of his or her
position for his or her advantage or gain, or to the detriment of the Company.

8.4                  Shareholder approval

To enable the Company to enter into a Deed of Indemnity and Access with Senor
Esteruelas, Resolution 6 seeks Shareholder approval in accordance with the
following provisions of the Corporations Act:

a)                       Section 200B of the Corporations Act



Section 200B of the Corporations Act relevantly provides that the Company cannot
give a benefit to a Director in connection with the retirement of that Director
from his or her office, without Shareholder approval.

     The Directors consider that as:

              i)             the proposed payment of insurance premiums;

              ii)            the benefit of the indemnity in relation to
liabilities incurred during the period Senor Esteruelas holds office; and

              iii)           Senor Esteruelas' access to Company records,



continues for a period of up to 7 years after Senor Esteruelas ceases to hold
office, this may be viewed as the provision of a benefit given 'in connection
with' Senor Esteruelas' retirement from the board for the purposes of section
200B of the Corporations Act.

The insurance premiums under the Deed of Indemnity and Access will be calculated
at the market rates applicable from time to time.

A copy of all company documents will be kept at the Company's registered office
and made available for inspection and copying by each Director for a period of 7
years after he or she ceases to hold office, for whatever reason.

b)                       Section 208 of the Corporations Act



Chapter 2E of the Corporations Act prohibits a company from giving a financial
benefit to a related party of the Company unless either:

              i)             the giving of the financial benefit falls within
one of the nominated exceptions to the provision (eg section 212); or

              ii)            prior shareholder approval is obtained to the
giving of the financial benefit.



For the purposes of Chapter 2E, Senor Esteruelas is considered to be a related
party of the Company.

The provision of insurance and indemnity to Senor Esteruelas may involve the
provision of a financial benefit to related parties of the Company within the
prohibition provided by Chapter 2E of the Corporations Act.  The Board consider
that, although the payment of insurance premiums and the provision of
indemnities by the Company are 'reasonable in the circumstances' of the Company
and therefore are exceptions from the prohibition in Chapter 2E of the
Corporations Act, consideration of the reasonable nature of the provision of any
indemnity or insurance is an appropriate matter for the Shareholders of the
Company.

In accordance with sections 200E and 219 of the Corporations Act, the following
information is provided to Shareholders to allow them to assess the proposed
resolution:

              i)             The Company proposes to take out an insurance
policy which will provide insurance cover for Senor Esteruelas against all
permitted liabilities incurred by Senor Esteruelas acting as a director of the
Company.



              ii)            The insurance premiums payable will be calculated
at market rates applicable from time to time, if insurance is available, with an
indicative range of $5,000 - $15,000 per annum.



              iii)           Senor Esteruelas is a related party of the Company
to whom the proposed resolution would permit the giving of benefits.



              iv)           The nature of the benefit to be given to Senor
Esteruelas is the benefit under the Deed of Indemnity, Insurance and Access, the
terms of which are summarised in Section 8.2.



              v)            Senor Esteruelas is not entitled to or wishes to
make a recommendation to shareholders about the proposed resolution as he holds
an interest in the benefit proposed to be given by the Company, as he is a
proposed party to the Deed of Indemnity, Insurance and Access. In relation to
the benefit under the Deed of Indemnity, Insurance and Access to be given to
Senor Esteruelas, each other Director has no interest in the outcome of this
Resolution and is in favour of the Resolution.



              vi)           Neither the Directors nor the Company are aware of
any other information that would be reasonably required by shareholders to make
a decision in relation to the benefits contemplated by the proposed Resolution.



              vii)           The reasons and basis for the benefit are set out
in Section 8.1.



              viii)          The remuneration of Senor Esteruelas is set out in
Section 4.





Schedule 1- Definitions

In this Explanatory Memorandum and Notice of General Meeting:

'ASIC' means Australian Securities and Investments Commission.

'ASX' means ASX Limited, trading as the Australian Securities Exchange.

'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 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
Meeting.

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

'Directors' means the directors of the Company.

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

'Incentive Option' means an option which entitles the holder to subscribe for
one Share on the terms and conditions in Schedule 2.

'Incentive Optionholder' means a person who holds an Incentive Option.

'Insurance Run-Off Period' means a period of 7 years commencing the date a
Director ceases to be a director of the Company.

'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 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.


Schedule 2 - 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.


Schedule 3 - Terms and Conditions of the Berkeley Employee Option Scheme

1.                     Scheme Terms and Conditions


The Directors are empowered to operate the Scheme in accordance with the Listing
Rules and on the following terms and conditions:

a)       Subject to paragraph (d), the Directors may offer to issue Options to
Eligible Employees in accordance with Class Order 03/184, the Scheme and in such
manner and on such terms and conditions as they in their absolute discretion
determine.

b)       If the Company has offered you Options, to accept the offer complete
the Acceptance Form or accept in such other form as the Directors may in their
absolute discretion approve from time to time.

c)       The Eligible Employees to participate in the Scheme shall be as the
Directors in their absolute discretion determine and shall take into account
skills, experience, length of service with the Company, remuneration level and
such other criteria as the Directors consider appropriate in the circumstances.

d)       Options may not be offered under this Scheme without the issue of a
prospectus in accordance with Chapter 6D of the Corporations Act, if the
aggregate of:

i)       the number of Options to be issued;

ii)      the number of Shares which would be issued if all the current Options
issued under any employment incentive scheme were exercised;

iii)     the number of Shares which have been issued as a result of the exercise
of Options issued under any employee incentive scheme, where the Options were
issued during the preceding five years; and

iv)     all other Shares issued pursuant to any employee incentive scheme during
the preceding five years;

but disregarding any offer made, Options or Shares issued by way of or as a
result of:

v)      an offer to a person situated at the time of receipt of the offer
outside Australia;

vi)     an offer that was an excluded offer or invitation within the meaning of
the Corporations Act as it stood prior to the commencement of Schedule 1 of the
Corporate Law Economic Reform Program Act 1999;

vii)     an offer that did not need disclosure to investors because of section
708 of the Corporations Act; or

viii)    an offer under a disclosure document,

would exceed 5% of the then current number of Shares on issue.

e)       The Directors may, in their absolute discretion, offer to Eligible
Employees Options under the Scheme, notwithstanding that it has previously
issued more than the 5% limit in paragraph (d), up to a maximum of 10%, provided
that the issue is made in accordance with the requirements of Chapter 6D of the
Corporations Act.

f)         Options will be issued free of charge to Eligible Employees. The
exercise price of the Options shall be as the Directors in their absolute
discretion determine, provided that it shall not be less than that amount which
is equal to 90% of the average market price of the Shares in the 5 days in which
sales in the Shares were recorded immediately preceding the day on which the
Directors resolve to offer the Options.

g)       The Directors may limit the total number of Options which may be
exercised under the Scheme in any year.

h)       The Directors, in their absolute discretion, having regard to skills,
experience, length of service with the Company, remuneration level and such
other criteria as the Directors consider appropriate in the circumstances, shall
determine criteria to establish the periods during which the Options may be
exercised.

i)         All Options with a common expiry date shall have the same exercise
price and rights to participate in issues of securities by the Company.

j)         Unless the Directors in their absolute discretion determine
otherwise, Options shall lapse upon the earlier of:

i)       the expiry of the exercise date;

ii)      the Option holder ceasing to be an Eligible Employee by reason of
dismissal, resignation or termination of employment, office or services for any
reason;

iii)     the expiry of 30 days after the Option holder ceases to be an Eligible
Employees by reason of retirement; or

iv)     a determination by the Directors that the Option holder has acted
fraudulently, dishonestly or in breach of his or her obligations to the Company
or an Associated Body Corporate;

k)       If an Eligible Employee accepts an offer from the Company to
participate in the Scheme then the Company will evidence the issue of an Option
to an Eligible Employee by issuing that Eligible Employee a Certificate for that
Option.

l)         Each Option entitles the holder to subscribe for and be issued with
one Share.

m)     Shares issued pursuant to the exercise of Options will in all respects,
including bonus issues and new issues, rank equally and carry the same rights
and entitlements as other Shares on issue.

n)       There are no participating rights or entitlements inherent in the
Options and holders will not be entitled to participate in new issues of capital
offered to shareholders during the currency of the Options. However, the Company
will ensure that for the purposes of determining entitlements to any such issue,
the record date will be at least 7 business days after the issue is announced.
This will give Option holders the opportunity to exercise their Options prior to
the date for determining entitlements to participate in any such issue.

o)       The Options will not be quoted on the ASX. However, application will be
made to the ASX for official quotation of the Shares issued on the exercise of
the Options if the Shares are listed on the ASX at that time.

p)       An application to be issued Options may be made by Eligible Employees
invited to participate in the Scheme in such form and on such terms and
conditions concerning the closing date for applications as the Directors in
their absolute discretion determine.

q)       If at any time the issued capital of the Company is reconstructed, all
rights of Option holders are to be changed in a manner consistent with the
Listing Rules.

r)        Subject to and in accordance with the Listing Rules (including any
waiver issued under such Listings Rules), the Directors (without the necessity
of obtaining the prior or subsequent consent of shareholders of the Company in a
general meeting) may from time to time amend (including the power to revoke, add
to or vary) all or any provisions of the Terms and Conditions in any respect
whatsoever, by an instrument in writing, provided that rights or entitlements in
respect of any Option issued before the date of amendment shall not be reduced
or adversely affected unless prior written approval from the affected holder(s)
is obtained.

s)       At the absolute discretion of the Directors, the terms upon which
Options will be issued may incorporate performance related factors. Such factors
may reflect, inter alia, profitability levels, increases in production or
decreases in production costs and may, subject to clause (r) above, be amended
from time to time in a manner favourable to the Option holder.  However such
performance related factors, if included in the Option terms or so amended shall
not act in any way to constitute a breach of the Terms and Conditions.

t)        Notwithstanding the Terms and Conditions, upon the occurrence of a
Trigger Event the Directors may determine:

i)       that the Options may be exercised at any time from the date of such
determination, and in any number until the date determined by the Directors
acting bona fide so as to permit the holder to participate in any change of
control arising from a Trigger Event provided that the Directors will forthwith
advise in writing each holder of such determination.  Thereafter, the Options
shall lapse to the extent they have not been exercised; or

ii)      to use their reasonable endeavours to procure that an offer is made to
holders of Options on like terms (having regard to the nature and value of the
Options) to the terms proposed under the Trigger Event in which case the
Directors shall determine an appropriate period during which the holder may
elect to accept the offer and, if the holder has not so elected at the end of
that period, the Options shall immediately become exercisable and if not
exercised within 10 days, shall lapse.

u)       An Option may not be transferred or assigned except that a legal
personal representative of a holder of an Option who has died or whose estate is
liable to be dealt with under laws relating to mental health will be entitled to
be registered as the holder of that Option after the production to the Directors
of such documents or other evidence as the Directors may reasonably require to
establish that entitlement.

v)        An Option is exercisable by the holder lodging with the Company a
Notice of Exercise of Option together with a cheque for the exercise price of
each Option to be exercised and the relevant Option Certificate. If not all of
the holder's Options are being exercised, a holder must exercise Options in
multiples of 1,000.

w)      Neither participation in the Scheme by the Company or an Associated Body
Corporate or any Eligible Employees or Option holders or anything contained in
these Terms and Conditions shall in any way prejudice or affect the right of the
Company or an Associated Body Corporate to dismiss any Eligible Employees or
Option holder or to vary the terms of employment of any Eligible Employees or
Option holder.  Nor shall participation or the rights or benefits of an Eligible
Employees or Option holder under the Terms and Conditions be relevant to or be
used as grounds for granting or increasing damages in any action brought by an
Eligible Employees or Option holder against the Company or an Associated Body
Corporate whether in respect of any alleged wrongful dismissal or otherwise.

x)       At all times during which Eligible Employees may subscribe for or
purchase Shares upon exercise of an Option issued pursuant to the Scheme, the
Company shall provide, within a reasonable period of a request by Eligible
Employees, the current market price of the Shares.  Contact the Company
Secretary to obtain this information.

y)       The Scheme shall be administered by the Directors who shall have power
to:

i)       determine appropriate procedures for administration of the Scheme
consistent with these Terms and Conditions;

ii)      resolve conclusively all questions of fact or interpretation or dispute
in connection with the Scheme and settle as the Directors in their absolute
discretion determine expedient any difficulties or anomalies howsoever arising
with or by reason of the operation of the Scheme;

iii)     delegate to any one or more persons for such period and on such
conditions as it may determine the exercise of any of the Directors' powers or
discretions arising under the Scheme; and

iv)     subject to the Listing Rules, waive strict compliance with, amend or add
to the Terms and Conditions of the Scheme except for the provisions of clause
(d), and where such actions are taken such actions shall be conclusive, final
and binding on Option holders.

2.                     Definitions


In this Schedule the following terms shall bear the following meanings:

'Acceptance Form' means the Acceptance Form which will accompany the invitation
to the Eligible Employee to participate in the Scheme.

'Associated Body Corporate' means:

i)             a related body corporate (as defined in the Corporations Act) of
the Company;

ii)            a body corporate which has an entitlement to not less than 20% of
the voting shares of the Company; and

iii)           a body corporate in which the Company has an entitlement to not
less than 20% of the voting shares.

'ASX' means the Australian Stock Exchange Limited.

'Business Day' means those days other than a Saturday, Sunday, New Year's Day,
Australia Day, Good Friday, Easter Monday, Anzac Day, Christmas Day, Boxing Day
and any other day which the ASX shall declare and publish is not a business day.

'Certificate' means a certificate for any Option issued to Eligible Employees
which will include all of the terms and conditions of the Option and the Notice
of Exercise of Option or such other evidence of ownership that the Directors may
in their absolute discretion determine from time to time.

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

'Company Group' means the Company and its Associated Bodies Corporate.

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

'Directors' mean the directors from time to time of the Company.

'Eligible Employees' means any full or part time employees and consultants of
the Company or its Associated Bodies Corporate.

'Listing Rules' means the official listing rules of ASX as amended from time to
time.

'Notice of Exercise of Option' means the Notice of Exercise of Option which will
accompany the invitation to the Eligible Employee to participate in the Scheme.

'Offer Period' means the period referred to in the definition of that expression
in Section 624 of the Corporations Act, provided that where a takeover bid is
publicly announced prior to the service of an off-market bidder's statement on
the Company in relation to that takeover bid the Offer Period shall be deemed to
have commenced at the time of that announcement.

'Option' means an option to acquire a Share issued in accordance with the
Scheme.

'Scheme' means the Berkeley Resources Limited ABN 40 052 468 569 Employee Option
Scheme in which Eligible Employees may be invited to participate in accordance
with the Terms and Conditions.

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

'Terms and Conditions' means the terms and conditions in section 1 of Schedule 3
as amended from time to time.

'Trigger Event' means:

i)             the despatch of a notice of meeting to consider a scheme of
arrangement between the Company and its creditors or members or any class
thereof pursuant to section 411 of the Corporations Act;

ii)            the service of a bidder's statement or a like document on the
Company; or

iii)           the date upon which a person or a group of associated person
becomes entitled, subsequent to the date of issue of the Option, to sufficient
Shares to give it or them the ability, in general meeting to replace all, or
allow a majority, of Directors in circumstances where such ability was not
already held by a person associated with such person or group of associated
persons.










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