Quarterly Activities Report

Berkeley Resources Limited
30 April 2007



                          QUARTERLY ACTIVITIES REPORT
                             FOR THE QUARTER ENDED
                                 31 March 2007


Berkeley Resources Limited (AIM: BKY.L) is pleased to report on activities
during the quarter ended 31 March 2007.


  • Initial JORC compliant inferred resources of 11.9 million lbs of U3O8
    calculated for the Retortillo and Zona 7 deposits in the Salamanca I
    licence.

  • Targets defined for possible extensions of Retortillo mineralisation to
    the southeast and northwest.

  • Acquisition of eight new areas totalling 22,176 ha, covering extensions of
    favourable stratigraphy to the west and east of the Salamanca I licence,
    which increases the Company's groundholding to about 185,000 ha.

  • Drill targets defined at the Saguazal prospect at Caceres III, with
    testing to commence shortly.

  •  Substantial increase in drilling activity scheduled for June Quarter to
    test targets at Saguazal and Ojaranzo (Caceres VI) prospects, and infill and
    extensions of the Retortillo and Zona 7 deposits.

  • Mr Scott Yelland - a mining engineer with over 25 years experience
    managing mining operations around the world, including Spain, joined the
    Company as Chief Operating Officer.

  • Subsequent to the end of the quarter the Company completed a placement of
    12.5m shares at $1.85 per share, raising $23.1M (£9.65M), with
    institutional investors in North America, Europe and Australia.



1       EXPLORATION


SALAMANCA PROVINCE

Exploration in Salamanca Province focussed on preparation of resource estimates
for the Retortillo and Zona 7 uranium deposits, which were announced on the 8th
April, 2007. This work included:

  • continuation of the confirmatory drilling program at Retortillo, Zona 7
    and Mina Caridad;

  •  a critical review and assessment of historical data in the light of the
    confirmatory drill program results;

  • inclusion of all historical drill and assay data in a database;

  • conversion of historical downhole and core scintillometer radiometric logs
    to digital forms; and

  • conversion of radiometrics to equivalent radiometric grades in intervals
    with no chemical assays.

Eight new areas, totalling 22,176 ha, were acquired over favourable stratigraphy
in proximity to the Salamanca I tenements. This process also enabled the partial
conversion of the Salamanca II and III tenements to PI's.



Salamanca I

Confirmatory drilling of the Retortillo deposit continued with two diamond drill
rigs. Eighteen holes totalling 1880.65m were completed by the end of the
quarter. Single holes were also drilled into the Mina Caridad (CAR-001) and Zona
7 (Z7-001) prospects.

Drilling at Retortillo is continuing with hole RTO-022 currently in progress.

Details for these holes, including assays received from the first fourteen holes
(plus the Caridad and Zona 7 holes), are attached as Appendix I.

Results confirm the historical assays and radiometric equivalent grades from
surrounding JEN and ENUSA drilling and, in some instances, have increased both
grade and thickness. In addition, the more detailed geological information
acquired by Berkeley Resources has improved our understanding on the controls
influencing supergene and primary uranium mineralisation.

Notable assays include:

Retortillo:

RTO-001          19.4 to 40.8m - 21.4m @ 0.153% U3O8

RTO-002          26.0 to 39.5m - 13.5m @ 0.0307% U3O8

RTO-003          13.5 to 25.5m - 12.0m @ 0.0482% U3O8

RTO-004          33.7 to 42.0m - 8.3m @ 0.0706% U3O8

RTO-005          23.0 to 34.0m - 11.0m @ 0.0343% U3O8

RTO-010          33.0 to 40.2m - 7.3m @ 0.0426% U3O8


Zona 7:

Z7-001             0.0 to 8.5m - 8.5m @ 0.2841% U3O8



All holes were geologically and radiometrically logged before being sampled (1/4
core) at approximately 1m intervals (intervals varied from 0.5 to 1.5m based on
geology) for most of the section, from below surficial cover to the end of the
hole. Duplicate 1/4 core samples and blank samples were included and all samples
were assayed for total uranium by the Delayed Neutron Count (DNC) method at
Activation Laboratories Limited in Ontario, Canada. Check assays, at other
laboratories (including ENUSA), and acid soluble U assays and Th analyses are
being completed on selected samples, based on an assessment of the initial assay
data.

Measured core recoveries averaged >93% for the program, and also for each hole
with mineralisation (minor core loss occurred in some holes in the Tertiary
cover).

Historic drilling data for Retortillo has been fully evaluated in parallel with
the current drilling program. The resulting re-interpretation of the historic
JEN and ENUSA drill data has provided the basis of the 3D models of the
Retortillo and Zona 7 deposits and enabled the calculation of JORC compliant
resources.

The results of this calculation are summarised below:



INFERRED RESOURCES AT RETORTILLO & ZONA 7 (200ppm cut-off)


                  Ore Tonnes (Mt)       Grade (ppm U3O8)           Contained Resource (Mlb U3O8) at 200ppm
                                                                   cutoff

Retortillo        6.8                   720                        10.8
Zona 7            0.62                  760                        1.1
TOTAL             7.42                  723                        11.9



Retortillo mineralisation appears to be hosted by the more carbonaceous shale
units which have been altered to kyanite/andalusite hornfels by nearby granite.
The importance of weathering is indicated by the association of mineralisation
with current and past water tables.

Structural controls are indicated by the fact that the northeastern limit of
thicker mineralisation appears fault-bounded with unmineralised,
chlorite-spotted shales to the northeast. Minor granite dykes also occur. Most
Retortillo uranium mineralisation occurs as torbernite, meta-autunite and
pitchblende, with gummites (oxidized pitchblende) in the Zona 7 area.

Mineralisation at Retortillo ranges from <1.0m to 42.0m in thickness with most
of the thicker, deeper and higher grade intersections located along a
northwesterly trend in proximity to the northeastern limit of the main zone of
mineralisation.

Overburden thickness is commonly in the range of 20-35m in the main zone, and
usually <20m at the northwestern end.

Other conclusions from the drilling include:

•  The geology is similar in all holes with most differences relating to
weathering.

•  The area has a weathered profile extending to at least 50m in which
chlorite decomposes to kaolin, sericite and talc and sulphides are replaced by
iron oxides.

•  There is a gently dipping wedge of Tertiary cover composed of poorly
consolidated gravels, sands and clay which appear at line 60 and increase to a
maximum of about 30m at the southeast limit of mineralisation.

•  The main lithology is a monotonous sequence of thermally metamorphosed
shales intruded by minor granitic and aplitic dykes/sills. The shales have a
well developed slaty cleavage.

•  Mineralisation is concentrated towards the bottom of the weathered
zone with a sharp upper limit related to the transition from totally weathered
to partially weathered (B/C transition of a weathering profile).

•  Some mineralisation is related to steeply dipping quartz-pitchblende +/- 
pyrite veins which may give rise to the zones of higher grade supergene
enrichment.


Two composite samples for metallurgical testing were collected from half core
from the current drilling program and forwarded to SGS - Lakefield - Oretest for
comprehensive testwork. One is representative of strongly weathered
mineralisation, the other of deeper, essentially primary, mineralisation.
Results are expected early in the June quarter.

In addition an IP survey was commenced with the aim of providing additional
structural information.

Elsewhere in the Salamanca I licence the geological/structural mapping was
completed and showed:

•   Caridad mineralisation is related to an area of carbonaceous shales.

•   Zona 7 mineralisation has considerable potential for additional
high-grade, near surface mineralisation.

•   The area of the Retortillo deposit is structurally complex.

A background radon survey was completed to provide baseline environmental
information around the Salamanca I area.

During the June quarter an RC drilling program of about 5,000m will commence to
test the southeast extension of the Retortillo deposit (minimum of 18 holes),
and the untested radiometric anomalies that occur along the 3km extension of the
Retortillo stratigraphy to the northwest of the Rio Yeltes (minimum of about 45
holes).

Salamanca II and III

No exploration during the quarter.


CACERES REGION

Exploration in the Caceres region continued with most work concentrated on the
Caceres III area where drill targets have been defined. The recent employment of
a senior geologist to take responsibility for the Caceres projects will
accelerate activity in the June Quarter.

Additional information was obtained relating to COGEMA (CISA) exploration in the
region in the 1990's:

•         Targets were defined by ENUSA/JEN with little regional exploration
conducted by CISA. The JEN had employed car-borne radiometrics over most of the
prospective outcrop areas.

•   Chemical analyses were not commonly used in drilling as radiometric
equivalents were considered to be reliable.

•   Saguazal is considered similar to a classic vein type deposit with
brittle-ductile deformation playing an important role in ground preparation
prior to uranium mineralising episodes. The potential for depth extensions was
never evaluated.

Caceres I

Environmental and heritage base maps and reports for the Caceres I, 'Quejigo'
and 'Quejigo 2' tenements were completed.

Caceres III

Continuing evaluation of the Saguazal mineralisation and radiometric anomalies
increased the potential of the prospect.

Results of a 2.48km trial IP survey on 5 lines over the main Saguazal
mineralisation, in combination with supplementary geological mapping and
radiometrics indicate:

•   Two sub-vertical fracture systems (NE-SW and E-W)

•   The NE-SW system contains sulphides +/- uranium mineralisation

•   The contact between a southern granite and a northern granite dips
about 45 - 500 to the north but does not appear to be related to mineralisation.

•   Domal features in the chargeability profiles appear to coincide with
the transition between fresh and weathered rock and the presence of sulphides
(from old geological drill logs) and possibly uranium.

Results from the IP survey have been used to target a 4 - 5 hole program of
diamond drilling to test potentially mineralised structures and/or the
sub-horizontal zones of potential secondary mineralisation. This program will
commence shortly with the aim of clarifying the interpretation of the IP and
previous RC and diamond drilling.

Baseline radiometric, radon and water sampling surveys are being completed to
provide background environmental data before drilling commences.

Rock chip sampling was completed over the radiometric anomaly associated with
the east-west contract between two granites to the west of the Plasencia Fault.
Results should enable a first pass assessment of this prospect.

Ground radiometric surveys continued in the area to the north of the main
Saguazal anomaly to the north of the Plasencia Fault (Messejana dolerite dyke).
A previous traverse showed anomalous radiometric readings and sericite altered
granite and/or episyenite occurrences.



Caceres VI

Granting of this tenement is anticipated shortly and will be followed by
additional geological mapping, baseline environmental surveys and an initial
diamond drilling program to test the encouraging Ojaranzo prospect.

Work programs were presented for the two new tenement applications in the Toledo
Region, immediately adjacent to the Caceres VI licence.



OTHER EXPLORATION DEVELOPMENTS:

The contract for the airborne magnetic and radiometric survey was increased to
8505 line km to allow coverage of the new areas acquired in proximity to the
Salamanca I licence, additional targets within the Salamanca II area, and some
extensions to the Caceres projects. These surveys are now expected to be
completed in May/June 2007 after extensive delays due to aircraft permitting
problems.

HISTORICAL EVALUATION OF DATA

Scanning and checking of the ENUSA data for the Salamanca I area was completed
in the ENUSA Mina Fe (Ciudad Rodrigo) offices and the combined database of
historical data now contains 222 Gb of information.

The continuing detailed systematic evaluation, compilation and assessment of the
Penarroya (IGME) and Limoges (COGEMA/CISA) and Ciudad Rodrigo (ENUSA) data sets
was accelerated by the employment of a Spain-based contract geologist. Data
assessment continues to highlight the high prospectivity of the Caceres III,
Caceres VI and Salamanca I areas.



EXPLORATION IN THE JUNE QUARTER

A substantial increase in exploration activity is scheduled for the June Quarter
with one RC rig and three diamond rigs in action. RC drilling will test for the
southeast and northwest extensions of the Retortillo deposit, initial diamond
drill testing of the Saguazal and Ojaranzo prospects is planned, and the
remaining diamond rig will test for extensions of the Zona 7 deposit, and for
mineralisation within untested areas of the Retortillo deposit.



2    APPOINTMENT OF CHIEF OPERATING OFFICER



Mr Scott Yelland joined the Company as Chief Operating Officer in early April.
Mr Yelland is a mining engineer with over 25 years experience managing mining
operations around the world, including in Spain.



Mr Yelland will manage the Company's current uranium exploration operations in
Spain as well as providing technical expertise in Berkeley's assessment of other
exploration and development opportunities around the world.



Mr Yelland's experience as a mining engineer includes senior appointments in
Russia, Australia, Spain, South America and Africa. He was most recently COO of
Highland Gold, a leading gold producer in Russia, and spent 4 years as Mines
Manager of Navan Resources in Spain.



Mr Yelland has a Masters degree in Mining Engineering from Camborne School of
Mines. He is a Chartered Engineer and Fellow of the Institute of Mining,
Minerals and Materials.



Mr Yelland will be entitled to a parcel of market and performance related
options to acquire shares in the Company, pursuant to an Employee Incentive
Equity Scheme which will be put to shareholders shortly.


3       EXPLORATION PROJECTS IN WESTERN AUSTRALIA



Miriam- Bouchers (Sipa earning a 70% interest):

No work was undertaken in the period.



4       SHARE PLACEMENT



Subsequent to the end of the quarter Berkeley issued 12.5 million new ordinary
shares at a price of A$1.85 (£0.77) per share, with institutional investors in
Europe, the USA, Canada and Australia.


The issue raised A$23.1M (£9.65M) before expenses and will enable the Company to
expand its exploration programs in Spain, as well as to pursue new business
development opportunities.


The placement was coordinated by RBC Capital Markets as lead manager and sole
bookrunner, with Mirabaud Securities Limited acting as co-manager.


The information in this report that relates to Exploration Results, Mineral
Resources or Ore Reserves is based on information compiled by Mr Peter Ellis,
who is a Member of The Australian Institute of Geoscientists and a consultant of
Berkeley Resources Limited. Mr Ellis has sufficient experience which is relevant
to the style of mineralisation and type of deposit under consideration and to
the activity which he is undertaking to qualify as a Competent Person as defined
in the 2004 Edition of the 'Australasian Code for Reporting of Exploration
Results, Mineral Resources and Ore Reserves'. Mr Ellis consents to the inclusion
in the report of the matters based on his information in the form and context in
which it appears.


APPENDIX I: DRILL HOLES COMPLETED IN THE MARCH 2007 QUARTER

HOLE ID  UTM East  UTM North     RL     Inclination  Recovery   End of      Min Intersections
                                                                 Hole           (200ppm)
          metres    Metres     metres     Degrees        %      metres   From   To   Int   U3O8
                                                                                     (m)    (%)

RTO-001  719,315  4,520,537     743         -90        92.58   97.0       19.4   41  21.4  0.153
RTO-002  719,402  4,520,455     745         -90        92.63   91.7         26   40  13.5 0.0307
                                                                          45.2   47   1.8 0.0635
RTO-003  718,603  4,521,085     737         -90        96.15   98.2       13.5   26    12 0.0482
RTO-004  719,969  4,520,074     738         -90        94.6    98.1         23   27     4  0.207
                                                                          33.7   42   8.3 0.0706
RTO-005  718,565  4,521,180     732         -90        95.6    97.2        9.7   16     6 0.0257
                                                                            23   34    11 0.0343
RTO-006  718,506  4,521,078     726         -90        97.38   100.2      26.5   28   1.3 0.0259
RTO-007  718,620  4,521,300     747         -90        96.31   100.2         No significant
                                                                             mineralisation
CAR-001  715,920  4,526,180     724         -60        96.72   115.7         No significant
                                                                             mineralisation
Z7-001   714,951  4,528,728     733         -90        97.93   100.2         0  8.5   8.5 0.2841
RTO-008  719,992  4,520,117     735         -90        98.84   96.3         44   46   2.1 0.0459
RTO-009  719,353  4,520,602     743         -90        95.73   97.7          No significant
                                                                             mineralisation
RTO-010  719,956  4,520,031     740         -90        98.68   90.8         33   40   7.2 0.0426
RTO-011  719,376  4,520,648     741         -90        98.43   85.8       37.7   39     1 0.0239
RTO-012  719,933  4,519,986     744         -90        98.7    84.7          No significant
                                                                             mineralisation
RTO-013  719,909  4,519,942     728         -90        97.41   81.1          Pending Results
RTO-014  719,435  4,520,757     722         -90        98.18   83.7          Pending Results
RTO-015  720,038  4,520,188     739         -90        96.95   84.2          Pending Results
RTO-016  720,175  4,519,859     739         -90        98.85   111.0         Pending Results
RTO-017  719,494  4,520,868     713         -90        94.41   30.1          Pending Results
RTO-018  720,085  4,519,794     746         -90        97.21   137.1         Pending Results
RTO-019  719,260  4,520,425     740         -90                             Hole in Progress
RTO-020  720,262  4,519,701     746         -90                             Hole in Progress



                                                                        Rule 5.3

Appendix 5B


                   Mining exploration entity quarterly report

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




Name of entity
  BERKELEY RESOURCES LIMITED


ABN                                                              Quarter ended ('current quarter')

  40 052 468 569                                                   31 March 2007

Consolidated statement of cash flows

                                                                Current quarter              Year to date
Cash flows related to operating activities                               $A'000                (9 months)

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


1.2    Payments for      (a)  exploration and                           (1,277)                   (2,879)
       evaluation
                                                                              -                         -
                                    (b)  development
                                                                              -                         -
                                    (c)  production
                                                                          (466)                   (1,068)
       (d)     administration
1.3    Dividends received                                                     -                         -
1.4    Interest and other items of a similar nature
       received
                                                                            109                       268
1.5    Interest and other costs of finance paid                               -                         -
1.6    Income taxes paid                                                      -                         -
1.7    Other

       - Business development                                             (124)                     (196)

       - AIM admission                                                    (444)                     (468)


       Net Operating Cash Flows                                         (2,202)                   (4,343)


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

                               (a)prospects                                   -                         -

                               (b)equity investments                          -                         -
                                                                           
                               (c) other fixed assets                      (45)                      (92)
       
1.9    Proceeds from sale of:

                               (a)prospects                                   -                       350

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


       Net investing cash flows                                            (45)                       258
1.13   Total operating and investing cash flows
       (carried forward)                                                (2,247)                   (4,085)
                                                                        
1.13    Total operating and investing cash flows (brought
          forward)                                                      (2,247)                  (4,085)
                                                                           
        Cash flows related to financing activities


1.14    Proceeds from issues of shares, options, etc.                         -                    3,522
1.15    Proceeds from sale of forfeited shares                                -                        -
1.16    Proceeds from borrowings                                              -                        -
1.17    Repayment of borrowings                                               -                        -
1.18    Dividends paid                                                        -                        -
1.19    Other

        - capital raising expenses                                          (5)                     (10)
                                                                       
        Net financing cash flows                                            (5)                    3,512

        Net increase (decrease) in cash held                            (2,252)                    (573)


1.20    Cash at beginning of quarter/year to date                         7,974                    6,295
1.21    Exchange rate adjustments to item 1.20                                -                        -
1.22    Cash at end of quarter                                            5,722                    5,722

Payments to directors of the entity and associates of the directors

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

                                                                                       Current quarter

                                                                                                $A'000


1.23      Aggregate amount of payments to the parties included in item 1.2                         218


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


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





Non-cash financing and investing activities

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




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


Financing facilities available

Add notes as necessary for an understanding of the position.


                                                                   Amount available              Amount used

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


3.2     Credit standby arrangements                                               -                        -


Estimated cash outflows for next quarter

                                                                                                      $A'000
4.1   Exploration and evaluation                                                                       1,200


4.2   Development                                                                                          -




      Total                                                                                            1,200



Reconciliation of cash

Reconciliation of cash at the end of the quarter (as           Current quarter           Previous quarter
shown in the consolidated statement of cash flows)
to the related items in the accounts is as follows.                     $A'000                     $A'000
5.1   Cash on hand and at bank                                             938                      3,796
5.2   Deposits at call

                                                                         4,784                      4,178
5.3   Bank overdraft

                                                                             -                          -
5.4   Other (provide details)

                                                                             -                          -
      Total: cash at end of quarter (item 1.22)                          5,722                      7,974



Changes in interests in mining tenements


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




6.2    Interests in mining
       tenements acquired or
       increased


Issued and quoted securities at end of current quarter

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

7.2    Changes during
       quarter

       (a)  Increases
       through issues

       (b)  Decreases
       through returns of
       capital, buy-backs,
       redemptions

7.3    +Ordinary securities         89,091,695         89,091,695     Not Applicable         Not Applicable

7.4    Changes during
       quarter

       (a)  Increases
       through issues

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

       (a)  Increases
       through issues

       (b)  Decreases
       through securities
       matured, converted

7.7    Options                                                        Exercise price            Expiry date

       -Director Options             2,000,000                  -            various                various

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

       -Incentive Options              750,000                  -              $1.00       30 November 2008

7.8    Issued during                         -                  -            various                various
       quarter
                                             -                  -              $0.70          30 April 2010

                                             -                  -              $1.00       30 November 2008

7.9    Exercised during                      -                  -            various                various
       quarter
                                             -                  -              $0.70          30 April 2010

                                             -                  -              $1.00       30 November 2008

7.10   Expired during                        -                  -            various                various
       quarter
                                             -                  -              $0.70          30 April 2010

                                             -                  -              $1.00       30 November 2008

7.11   Debentures
       (totals only)

7.12   Unsecured notes
       (totals only)


Compliance statement


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



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



Sign here:          ............................................................

            Date:  30 April 2007

            Company secretary


Print name: SHANE CRANSWICK


Notes


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


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


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


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


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

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