More annual reports from Berkeley Energia Limited:
2023 ReportAnnuAl
RepoRt
2013
CoRpoRAte DIReCtoRY
DIReCtoRs
MR IAn MIDDleMAs
Non-Executive Chairman
DR JAMes Ross
Deputy Chairman
MR RobeRt behets
Non-Executive Director
CoMpAnY seCRetARY
MR ClInt MCGhIe
exeCutIves
MR FRAnCIsCo bellón
General Manager Operations
MR JAvIeR ColIllA
Senior Vice President Corporate
ReGIsteReD oFFICe
Level 9, 28 The Esplanade
Perth WA 6000
Telephone: +61 8 9322 6322
Facsimile: +61 8 9322 6558
spAnIsh oFFICe
Berkeley Minera Espana, S.A.
Carretera SA-322, KM 30
37495 Retortillo
Salamanca, Spain
Telephone: +34 923 193903
WebsIte
www.berkeleyresources.com.au
eMAIl
info@berkeleyresources.com.au
AuDItoR
Stantons International
Level 2, 1 Walker Avenue
West Perth WA 6005
solICItoRs
Hardy Bowen Lawyers
Level 1, 28 Ord Street
West Perth WA 6005
bAnkeRs
Australia and New Zealand
Banking Group Ltd
77 St Georges Terrace
Perth WA 6000
shARe ReGIstRY
Australia
Computershare Investor
Services Pty Ltd
Level 2, 45 St Georges Terrace
Perth WA 6000
Telephone: +61 8 9323 2000
Facsimile: +61 8 9323 2033
united kingdom
Computershare Investor Services Plc
PO Box 82, The Pavilions
Bridgewater Road
Bristol BS99 7NH
Telephone: +44 870 889 3105
stoCk exChAnGe lIstInGs
Australia
Australian Securities
Exchange Limited
Home Branch – Perth
2 The Esplanade
Perth WA 6000
united kingdom
London Stock Exchange – AIM
10 Paternoster Square
London EC4M 7LS
Asx/AIM CoDe
BKY – Fully paid ordinary shares
noMInAteD ADvIsoR
AnD bRokeR
(As required by AIM)
RBC Europe Limited
Thames Court
One Queenhithe
London EC4V 3DQ
Berkeley Resources Limited
is a uranium exploration
and development company
with a quality resource
base in Spain.
ContentS
Salamanca Project 2
year in review 3
SuStainable develoPment 12
directorS' rePort 13
conSolidated Statement of Profit or loSS and other comPrehenSive income 38
conSolidated Statement of financial PoSition 39
conSolidated Statement of caSh flowS 40
conSolidated Statement of changeS in equity 41
noteS to and forming Part of the financial StatementS 42
directorS’ declaration 84
indePendence declaration 85
indePendent auditor’S rePort 86
corPorate governance Statement 88
comPliance with aSX corPorate governance recommendationS 95
additional information 96
1
SALAMANCA PROJECT
Salamanca
Project
Berkeley is focused on the development
of its flagship Salamanca Project in Spain.
The Project includes the Retortillo, Alameda
and Gambuta deposits as well as a number
of Satellite Deposits.
Figure 1: Location of the Salamanca Project, Spain
2
SPAINNorthPORTUGALFRANCEBarcelonaValenciaPalma deMallorcaSevillaMadridSalamancaA CoruñaBilbaoLisboaCáceresAlamedaGambutaRetortillo Salamanca Project YEAR IN REVIEW
Year in
review
The focus during the year in review has been the
continued advancement of Berkeley’s Salamanca
Project in Spain.
Highlights during, and subsequent to, the 2013 financial
year end include:
Scoping and pre-FeaSibility StudieS conFirm technical
and economic viability oF Salamanca project
“ using only the current Mineral Resource Estimates for Retortillo and Alameda, which total 34.5 million pounds u3O8 as a
base case scenario, the Project can support an average annual production of 3.3 million pounds of u3O8 during the seven
years of steady state operation and 2.7 million pounds of u3O8 over a minimum eleven year mine life.”
“ The PFS considered a base case scenario, with existing resources and exploration potential in proximity to the planned
operations having the potential to increase the mine life and/or forecast production levels.”
advanceS to permitting proceSS
“ The grant of the Retortillo Environmental Licence, which covers all mining and processing activities, including treatment
of loaded resin transported to Retortillo from other deposits, is a major milestone for the Company”
continuing exploration SucceSS
“ The delineation of this zone of shallow, high grade mineralisation extending well beyond the current resource boundary
at Zona 7 is a clear demonstration of the exploration and resource growth potential of the Salamanca Project.”
mineral reSource updateS
" The Retortillo Mineral Resource Estimate ('MRE') increased by 5% to 13.4 million pounds u3O8. Indicated Resources
increased from 61% to 90% of the total Retortillo MRE."
"The Gambuta MRE increased by 20% to 11.1 million pounds u3O8."
commencement oF gambuta Scoping Study
“ Following the positive results of the Desktop Study, the Company has advanced the evaluation of the deposit to the
Scoping Study stage.”
3
berkeley resources limited ANNUAL REPORT 2013SPAINNorthPORTUGALFRANCEBarcelonaValenciaPalma deMallorcaSevillaMadridSalamancaA CoruñaBilbaoLisboaCáceresAlamedaGambutaRetortillo Salamanca Project the current MREs
for Retortillo and
using only
total 34.5 million pounds u3O8
Alameda, which
(36.9 million tonnes at 424 ppm; 200 ppm u3O8
cut-off grade), as a base case scenario, the Project can
support an average annual production of 3.3 million pounds
of u3O8 during the seven years of steady state operation
and 2.7 million pounds of u3O8 over a minimum eleven
year mine life.
The open pits are shallow (maximum depth of 135 metres)
with low strip ratios (average 1:2.1 ore to waste for the
Project over the life of mine). The mining method will
be ‘transfer mining’ which allows the open pits to be
continuously backfilled whilst, minimising waste dump
volumes and waste rehandling. It also facilitates continuous
rehabilitation to minimise environmental impact.
An average of 5.5 million tonnes per annum of combined
ore production is scheduled during steady state operation
(Retortillo - 2.2 million tonnes per annum; Alameda - 3.3
million tonnes per annum) (Figure 2).
YEAR IN REVIEW (CONTINUED)
SCOPINg AND PRE-FEASIBILITY STUDIES
CONFIRM TEChNICAL AND ECONOMIC
VIABILITY OF SALAMANCA PROJECT
Following completion of a positive Scoping Study in
November 2012, the Company advanced the Salamanca
Project to the PFS stage and published the results of the
study in September 2013.
Key parameters used in the PFS include:
Ore Processing Rate
Mining Cut-off Grades
Metallurgical Recovery
uranium Price
Exchange Rate
5,500,000 tonnes per
annum (steady state)
105 ppm u3O8 for
Retortillo and 90 ppm
u3O8 for Alameda
85%
uS$65 per pound u3O8
uS$/
1.28
The results of the PFS confirmed the technical and
economic viability of the Salamanca Project, including:
• Steady state annual production of 3.3 million pounds
u3O8, with average annual production of 2.7 million
pounds u3O8 over an initial eleven year life of mine;
• Average operating costs (C1 cash costs) of uS$24.60
per pound of u3O8 over the life of mine ('LOM'); and
• upfront capital cost of uS$95.1 million to deliver
initial production. A further uS$74.4 million, incurred
in the second year of production, to achieve steady
state operation.
The PFS was managed by SENET and was completed by
a number of industry recognised specialist consultants
including SRK Consulting for mine design, Knight Piésold
for heap leach design, Duro Felguera for project cost
estimates and uRS for environmental management.
The key considerations for the PFS were preferred mining
method and mining schedule, preferred processing route,
scale, throughput rate, project life, as well as development
of the associated infrastructure taking due cognisance of
community and environmental impacts.
The basic approach to the development of Retortillo and
Alameda contemplated in the PFS includes:
• Mining to commence at Retortillo. Alameda integrated
into production in Year 3;
• Open pit mining at both sites (transfer mining to
facilitate continuous rehabilitation);
• Heap leaching using on-off leach pads at both sites;
• Centralised solvent extraction (‘SX’) and ammonium
located at
(‘ADu’) precipitation plant,
diuranate
Retortillo; and
• Remote ion exchange (‘IX’) operation at Alameda, with
loaded resin trucked to the centralised plant for final
extraction and purification.
4
YEAR IN REVIEW (CONTINUED)
The process flowsheet (Figure 3) comprises crushing,
screening, agglomeration, stacking and heap leaching
using on-off leach pads, followed by uranium recovery
and purification by SX, ADu precipitation and calcination
at a centralised plant, located at Retortillo. Pregnant liquor
solution (‘PLS’) from the heap leach process at Alameda will
be passed through a IX adsorption columns, with the loaded
resin trucked to the centralised plant for final extraction
and purification.
The average LOM operating cost has been estimated at
uS$24.60 per pound of u3O8 produced. The operating
costs (C1 cash costs) are defined as the direct operating
costs including contract mining, processing, ripios backfill,
water treatment, and General and Administration (‘G&A’).
Operating costs were estimated in conjunction with
the PFS process design criteria, block flow diagram,
mechanical equipment lists, metallurgical testwork results
to determine reagent consumptions, in-country labour
rates, in-country reagent (including sulphuric acid) and fuel
supply prices, national distribution grid power rates and
quoted local mining contractor rates.
The initial capital cost (nominally ± 20% accuracy) for
the Project is estimated at uS$95.1 million. This cost is
inclusive of all mine, processing, infrastructure and indirect
costs required to develop and commence production at
Retortillo. A further uS$74.4 million of capital, incurred
in the second year of production, is required to develop
Alameda and achieve steady state operation. The Project’s
capital cost reflects the excellent existing infrastructure,
use of heap leaching as the preferred processing route,
and the favoured mining contractor scenario (no mining
fleet capital expenditure).
Table 1: Summary of LOM Operating Costs
(nominally ± 20% accuracy)
Description
Mining
Processing
(including ripios backfill)
G&A
subtotal by Area
total operating Costs
Cost (us$/lb u3o8)
Retortillo
14.50
12.80
Alameda
9.76
10.41
2.03
29.33
24.60
1.56
21.73
LOM Production
LOM Production
)
t
M
(
s
e
n
n
o
T
e
r
O
6
5
4
3
2
1
0
1
2
3
4
5
7
8
9
10
11
6
Year
Retortillo
Alameda
Combined Grade
Figure 2: LOM Production Schedule
450
400
350
300
250
200
150
100
50
0
)
8
0
3
U
m
p
p
(
e
d
a
r
G
d
e
n
b
m
o
C
i
5
berkeley resources limited ANNUAL REPORT 2013
YEAR IN REVIEW (CONTINUED)
SCOPINg AND PRE-FEASIBILITY STUDIES
CONFIRM TEChNICAL AND ECONOMIC
VIABILITY OF SALAMANCA PROJECT (cont.)
Figure 3: Process Flow Sheet
6
YEAR IN REVIEW (CONTINUED)
Table 2 – Summary of Retortillo Capital Costs
(nominally ± 20% accuracy)
Table 3 – Summary of Alameda Capital Costs
(nominally ± 20% accuracy)
Description
Mining:
Mining Fleet (included in Opex)
Pre-Strip
Processing:
ROM Pad
Crushing
Agglomeration
Heap Leach
Water Treatment Plant
SX
Refinery
Reagents and utilities
Infrastructure:
Buildings, internal roads etc.
Power Supply
Road Diversion
Temporary/Waste Dumps
Water Management Facilities
Land Acquisition
G&A:
Indirect Costs:
First Fill and Spares
EPCM
Contingency
P&G
total
Cost
(us$m)
0
8.6
0.3
6.6
1.5
13.4
1.8
6.2
7.7
4.7
2.7
8.0
1.2
3.2
3.3
5.0
2.2
1.2
5.6
9.0
3.0
95.1
Description
Mining:
Mining Fleet (included in Opex)
Pre-Strip
Processing:
ROM Pad
Crushing
Agglomeration
Heap Leach
Water Treatment Plant
IX
Reagents and utilities
Infrastructure:
Buildings, internal roads etc.
Power Supply
Road Diversion
Temporary/Waste Dumps
Water Management Facilities
Land Acquisition
G&A: (included in Opex)
Indirect Costs:
First Fill and Spares
EPCM
Contingency
P&G
total
Cost
(us$m)
0
5.1
0.6
7.4
1.6
13.5
1.3
5.5
2.2
2.4
6.0
0.6
4.5
3.6
3.9
0
1.9
4.7
7.2
2.3
74.4
Note: Apparent differences in totals occur due to rounding.
The PFS considered a base case scenario, with existing resources and exploration potential in proximity to the planned
operations having the potential to increase the mine life and/or forecast production levels.
7
berkeley resources limited ANNUAL REPORT 2013 YEAR IN REVIEW (CONTINUED)
ADVANCES TO PERMITTINg PROCESS
Retortillo
Impact
The Company achieved a major milestone with the
Declaration of Environmental
(‘Environmental
Licence’) being granted by the Regional Government
of Castilla and León in early October 2013. The grant of
the Environmental Licence, which covers all mining and
processing activities, including treatment of loaded resin
transported to Retortillo from other deposits, follows
substantial work by Berkeley over the last 24 months.
The Exceptional Authorisation for Land use (application
for reclassification from rural to
industrial use) of
the affected surface land area at Retortillo has been
approved by the relevant authorities at the urban and
Town Planning Department of Salamanca, subject to the
issuance of the Environmental Licence. Now that the
Environmental Licence has been issued, the land will be
officially reclassified.
A 30 day Public Information Period (‘PIP’) was completed
in September 2012. Core documents submitted as part of
the public information process included the Environmental
and Social Impact Assessment (‘ESIA’), Exploitation Plan,
Reclamation and Closure Plan, Initial Authorisation of the
Process Plant as a Radioactive Facility, and Exceptional
Authorisation for Land use (application for reclassification
from rural to mining use). The Company prepared responses
to public comments received and, following review and
evaluation by the relevant authorities, additional mitigation
measures were incorporated into the core documents and
the Project raised for mining and environmental approval.
A favourable recommendation report was provided by
the Environmental Technical and Executive Committees
of the Regional Government following their review of the
Company’s ESIA and associated documentation leading to
the subsequent granting of the Environmental Licence.
With the grant of the Environmental Licence and the
favourable recommendation report submitted by the
Nuclear Safety Council (‘NSC’) to the Regional Government
in August 2013, approval of Company’s Exploitation and
Reclamation and Closure Plans is now the only outstanding
prerequisite for the granting of the Exploitation Concession
(‘Mining Licence’) for Retortillo.
Regarding the Initial Authorisation of the process plant
as a radioactive facility, the NSC has decided that its
recommendation report will be will be issued to the
Ministry of Industry, Commerce and Tourism of the Central
Government, once the Mining Licence has been granted.
Ancillary permits, such as those associated with water
capture and discharge and road deviations, are also
currently being advanced. The applications have been
submitted and, where required, the 30 day PIP was
completed in October 2013.
Alameda
The permitting process for Alameda, scheduled to
commence production 2 years after Retortillo, commenced
late in 2012 with the submission to the regulatory
authorities of the Environmental Scoping Document
and documentation associated with the Exceptional
Authorisation for Land use.
The documents required for the next phase of permitting at
Alameda, including the Exploitation Plan, Reclamation and
Closure Plans, and the ESIA are expected to be submitted
in the December 2013 Quarter and will incorporate the
results of the PFS.
gambuta
The permitting process
recently
commenced with the submission to the regulatory
authorities of the Environmental Scoping Document.
for Gambuta has
8
YEAR IN REVIEW (CONTINUED)
CONTINUINg ExPLORATION SUCCESS
A comprehensive review of all available data for the
tenements surrounding the Company’s existing resources,
undertaken in early 2013, identified a number of priority
drill targets, including the potential extension of Zona 7 to
the southwest as a priority drill target.
The delineation of this zone of shallow, high grade
mineralisation extending well beyond
the current
resource boundary at Zona 7 is a clear demonstration
of the exploration and resource growth potential of the
Salamanca Project.
Zona 7 is the largest of the Retortillo Satellite Deposits and
is located within 10 kilometres of the proposed location
of the centralised processing plant at Retortillo. Assay
results returned from an 18 hole reverse circulation (‘RC’)
drilling program confirmed that the Zona 7 mineralisation
extends a further 1,200 metres to the southwest of the
current resource area. The drilling essentially doubled the
strike extent of the mineralised zone and it remains open.
Significant high grade intersections have been recorded at
shallow depths (from 9 metres to a maximum depth of 84
metres), with thicknesses up to 29 metres (Table 4).
Zona 7 currently hosts an Inferred Mineral Resource
Estimate (‘MRE’) of 3.9 million tonnes averaging 414 ppm
u3O8 for a contained 3.6 million pounds of u3O8 at a 200
ppm u3O8 cut-off grade. This Inferred MRE is as at july
2012 and does not include the results of the recent drilling.
The new drilling results will now be incorporated into a
revised MRE.
Table 5: 2012/2013 Drilling Summary
A summary of all resource and exploration drilling
completed by Berkeley during the year is presented in
Table 5.
Table 4: Select Intercepts from Zona 7 RC Drilling
Description
Z7R-084
Z7R-088
Z7R-089
Z7R-087
Z7R-090
Z7R-085
Down hole Intercept
29m @ 3,391 ppm u3O8
17m @ 1,260 ppm u3O8
4m @ 2,365 ppm u3O8
15m @ 1,392 ppm u3O8
2m @ 2,759 ppm u3O8
25m @ 683 ppm u3O8
13m @ 1,161 ppm u3O8
16m @ 764 ppm u3O8
From Depth
(Down hole)
9m
37m
39m
63m
82m
27m
17m
33m
project
Retortillo
Alameda
Zona 7
total
number
of holes
(Diamond)
Metres
(Diamond)
number of
holes (RC)
Metres
(RC)
24
19
-
43
1,115
916
-
2,031
67
-
18
85
4,382
-
1,133
5,515
total
number
of holes
91
19
18
128
total
metres
5,497
916
1,133
7,546
9
berkeley resources limited ANNUAL REPORT 2013 YEAR IN REVIEW (CONTINUED)
MINERAL RESOURCE UPDATES
The current MREs for all deposits is tabulated below
(using a 200ppm u3O8 cut-off grade) and incorporates the
results from the recent RC infill drilling at Retortillo (but
excluding recent Zona 7 exploration drilling), together with
previously obtained information. The MREs are reported in
accordance with the jORC Code (2004).
Resource Update – Retortillo
Following an RC infill drilling program at Retortillo, an updated
MRE of 16.2 million tonnes averaging 376 ppm u3O8 for a
contained 13.4 million pounds of u3O8 at a lower cut-off
grade of 200 ppm u3O8 was reported in September 2013.
A comparison with the prior MRE (july 2012) highlighted
an increase in Indicated resources from 61% to 90% of
the total MRE, and an increase in the total contained
uranium of 5%.
The resource update was incorporated into the PFS.
Resource Update – gambuta
An updated Inferred MRE of 12.7 million tonnes averaging
394 ppm u3O8 for a contained 11.1 million pounds of u3O8
at a lower cut-off grade of 200 ppm u3O8 was reported for
Gambuta. This represented a 20% increase in contained
uranium compared to the prior MRE and reflected the
results of an infill drilling program which intersected thicker
zones of high grade mineralisation and extended the limits
of the deposit.
Table 6: Mineral Resource Statement as at September 2013 (at a 200ppm cut-off grade)
Resource Category
tonnes (mt)
u3o8
(ppm)
u3o8
(Mlbs)
Indicated
Inferred
total
Inferred
Inferred
Inferred
Inferred
Inferred
Inferred
Inferred
Indicated
Inferred
total
Inferred
Inferred
Inferred
Inferred
Inferred
Inferred
Indicated
Inferred
total
14.4
1.8
16.2
3.9
0.6
0.8
0.4
0.7
0.3
6.7
20.0
0.7
20.7
5.0
1.2
1.1
1.8
9.1
12.7
34.4
31.0
65.4
378
359
376
414
443
460
382
672
388
447
455
657
462
446
472
492
531
472
394
423
432
427
12.0
1.4
13.4
3.6
0.6
0.8
0.4
1.1
0.2
6.6
20.1
1.0
21.1
4.9
1.3
1.2
2.1
9.5
11.1
32.0
29.6
61.6
Deposit name
Retortillo
Zona 7
Las Carbas
Cristina
Caridad
Villares
Villares North
total Retortillo satellites
Alameda
Villar
Alameda Nth Zone 2
Alameda Nth Zone 19
Alameda Nth Zone 21
total Alameda satellites
Gambuta
salamanca project
10
YEAR IN REVIEW (CONTINUED)
COMMENCEMENT OF gAMBUTA
SCOPINg STUDY
The Gambuta deposit is located approximately 145
kilometres to the southeast of Retortillo. A revised Inferred
MRE of 12.7 million tonnes at 394 ppm u3O8 for a total
of 11.1 million pounds of u3O8 at a 200 ppm u3O8 cut-off
grade was reported in September 2012. This represented
a 20% increase in contained uranium compared to the prior
MRE (9.2 million pounds u3O8).
The Inferred MRE formed the basis of a Desktop Study
completed in late 2012 which showed the geometry,
average thickness and depth of the mineralisation make
it amenable to shallow open pit mining with a low ore to
waste strip ratio.
Following the positive results of the Desktop Study, the
Company has advanced the evaluation of the deposit to
the Scoping Study stage. The conceptual approach is
based on open pit mining, heap leaching, and a remote
IX operation, with the loaded resin being trucked to the
proposed centralised plant at Retortillo for final extraction
and purification.
The scope of work includes initial metallurgical testwork
on a 330 kilogram representative sample, comprising bond
crushability and bond abrasion tests, diagnostic leach
tests, mineralogy, and column leach tests at various crush
sizes. The testwork program is being conducted at the
Mintek laboratories in johannesburg.
A geotechnical evaluation which includes relogging of drill
core, preliminary open pit optimisation and mine design,
preliminary heap leach pad design, and a site layout and
infrastructure assessment is also underway.
Completion of the Scoping Study is anticipated in the
December 2013 Quarter.
11
berkeley resources limited ANNUAL REPORT 2013 SUSTAINABLE DEVELOPMENT
Sustainable
development
Berkeley believes that the success of its business is
underpinned by a strong commitment to all aspects of
sustainable development with an integrated approach to
economic, social and environmental management and
effective corporate governance.
Environment and Sustainable Mining Management
Caring for the environment is an integral part of Berkeley’s
business and the Company is committed to operating in
a responsible manner which minimises the impact on
the environment.
The Company seeks to ensure that throughout all
phases of activity, personnel and contractors give proper
consideration to the care of flora, fauna, land, air, water
and the community.
internal policies outline the Company’s
Berkeley’s
commitment
to pollution prevention, safeguarding
the environment, educating our employees and local
communities about our environmental commitments,
and applying proven management practices to prevent
or mitigate any adverse environmental
impacts.
Performance indicators are used to measure and monitor
the Company’s performance. No environmental incidents
were reported during the year.
Mining
Sustainable
including
environmental responsibility, radiological protection and
community awareness, engagement and support are
paramount considerations for Berkeley.
Management,
In September 2012, Berkeley qualified for certification
ISO 14001 of Environmental
in accordance with
Management, which sets out the criteria for an
environmental management system, and uNE 22480
of Sustainable Mining Management, which allows for
the systematic monitoring and tracking of sustainability
indicators, and is useful in the establishment of targets
for constant improvement.
12
These certifications require the review of economic,
environmental and social indicators, and provide assurance
to Company management and employees, as well as
external stakeholders,
is
In ensuring effective
improved.
being measured and
environmental management, Berkeley has a dedicated
Environmental Manager who is responsible for the day to day
implementation of the Company’s environmental guidelines
and procedures. The first yearly audit was successfully
carried out in September 2013 for both certifications.
that environmental
impact
health and Safety
The Company believes that sound occupation health and
safety management practices are in the best interests of
its employees, contractors, the communities in which it
operates and its shareholders. Berkeley is committed to
achieving the highest performance in occupational health and
safety to create and maintain a safe and healthy environment
in the workplace.
Berkeley seeks to eliminate work-related incidents, illnesses
and injuries by identifying, assessing and where reasonably
practical, eliminating or otherwise controlling hazards. No
lost-time accidents were reported during the year.
In ensuring effective radiation protection management,
Berkeley has a dedicated Manager who is responsible for
the day to day implementation of the legal prescriptions
and guides (i.e. united States NRC Regulatory Guide 4.14
Revision 1) which are being monitored by the Spanish
Nuclear Safety Council. The Company is also assisted by the
leading specialist consulting firm operating in Spain in the
field of radiological protection.
Community Relations
Berkeley seeks to develop and maintain positive, enduring
relationships with its host communities in line with the
Company’s code of Ethics and Conduct by striving for mutual
understanding of each other’s needs and aspirations.
The Company has signed a number of co-operation
agreements with local municipalities, which seek to outline
and optimise the relationship between the Company and
the municipalities. The co-operation agreements allow
for the ongoing contribution of the local communities, and
provide for economic and social development within the
municipalities. Community relations initiatives include:
• Berkeley seeks to employ people from local communities
and to source supplies from local providers where
available. A recruitment and selection process has been
established with a consultant.
• The Company intends to establish a training centre
located at Retortillo, which will provide training for some
of the skills required by the Company and its operations.
• The Company is committed to undertake appropriate
archaeological studies, monitored by the Ministry of
Culture of the Regional Government of Castilla and León.
• Where possible, the Company will avoid the transport
of heavy equipment and personnel through the centre
of towns.
• The Company will contribute to cultural, educational and
sports activities of the directly affected municipalities.
DIRECTORS’ REPORT
30 JUNE 2013
The Directors of Berkeley Resources Limited submit their report on the Consolidated Entity consisting of Berkeley
Resources Limited (“Company” or “Berkeley” or “Parent”) and the entities it controlled at the end of, or during, the
year ended 30 June 2013 (“Consolidated Entity” or “Group”).
DIRECTORS
The names of Directors in office at any time during the financial year or since the end of the financial year are:
Mr Ian Middlemas – Non-Executive Chairman
Dr James Ross – Non-Executive Deputy Chairman
Mr Robert Behets – Non-Executive Director
Señor Jose Ramon Esteruelas - Non-Executive Director (resigned 29 November 2012)
Mr Matthew Syme - Non-Executive Director (resigned 2 August 2012)
Unless otherwise disclosed, Directors held their office from 1 July 2012 until the date of this report.
CURRENT DIRECTORS AND OFFICERS
Ian Middlemas
Non-Executive Chairman
Qualifications – B.Com, CA
Mr Middlemas is a Chartered Accountant, a member of the Financial Services Institute of Australasia and holds a
Bachelor of Commerce degree. He worked for a large international Chartered Accounting firm before joining the
Normandy Mining Group where he was a senior group executive for approximately 10 years. He has had
extensive corporate and management experience, and is currently a director with a number of publicly listed
companies in the resources sector.
Mr Middlemas was appointed a Director and Chairman of Berkeley Resources Limited on 27 April 2012. During
the three year period to the end of the financial year, Mr Middlemas has held directorships in Prairie Downs
Metals Limited (August 2011 – present), Papillon Resources Limited (May 2011 – present), Pacific Ore Limited
(April 2010 – present), Wildhorse Energy Limited (January 2010 – present), Equatorial Resources Limited
(November 2009 – present), WCP Resources Limited (September 2009 – present), Sovereign Metals Limited
(July 2006 – present), Sierra Mining Limited (January 2006 – present), Odyssey Energy Limited (September 2005
– present), Global Petroleum Limited (April 2007 – December 2011), Coalspur Mines Limited (March 2007 –
October 2011), Mantra Resources Limited (September 2005 – June 2011), Aguia Resources Limited (September
2008 – August 2010) and Pacific Energy Limited (June 2006 – August 2010).
James Ross AM
Non-Executive Deputy Chairman
Qualifications – B.Sc. (Hons.), PhD, FAusIMM, FAICD
Dr Ross is a leading international geologist whose technical qualifications include an honours degree in Geology
at UWA and a PhD in Economic Geology from UC Berkeley. He first worked with Western Mining Corporation
Limited for 25 years, where he held senior positions in exploration, mining and research. Subsequent
appointments have been at the level of Executive Director, Managing Director and Chairman in a number of small
listed companies in exploration, mining, geophysical technologies, renewable energy and timber. His considerable
international experience in exploration and mining includes South America, Africa, South East Asia and the
Western Pacific.
Dr Ross is a Director of Kimberley Foundation Australia Inc, and chairs its Science Advisory Council. He also
chairs the Boards of a geoscience research centre and two foundations concerned with geoscience education in
Western Australia.
He was appointed a Director of Berkeley Resources Limited on 4 February 2005. He has not been a Director of
another listed company in the three years prior to the end of the financial year.
ANNUAL REPORT 2013
1
13
berkeley resources limited ANNUAL REPORT 2013 DIRECTORS’ REPORT
30 JUNE 2013
(Continued)
CURRENT DIRECTORS AND OFFICERS (Continued)
Robert Behets
Non-Executive Director
Qualifications – B.Sc (Hons), FAusIMM, MAIG
Mr Behets is a geologist with over 25 years’ experience in the mineral exploration and mining industry in Australia
and internationally. He was instrumental in the founding, growth and development of Mantra Resources Limited,
an African focused uranium company, through to its acquisition by ARMZ for approximately A$1 billion in 2011.
Prior to Mantra, Mr Behets held various senior management positions during a long career with WMC Resources
Limited.
Mr Behets has a strong combination of technical, commercial and managerial skills and extensive experience in
exploration, mineral resource and ore reserve estimation, feasibility studies and operations across a range of
commodities, including uranium, gold and base metals. He is a Fellow of The Australasian Institute of Mining and
Metallurgy, a Member of the Australian Institute of Geoscientists and a current member of the Australasian Joint
Ore Reserve Committee (JORC).
Mr Behets was appointed a Director of the Company on 27 April 2012. During the three year period to the end of
the financial year, Mr Behets has held directorships in Papillon Resources Limited (May 2012 – present) and
Mantra Resources Limited (November 2005 – June 2011).
Francisco Bellón
General Manager Operations
Qualifications – M.Sc
Mr Bellón is a Mining Engineer (MSc) with further specialisation in mineral processing and metallurgy with over 18
years experience in operational and project management roles in Europe, South America and West Africa. He
held various senior management roles with TSX listed Rio Narcea Gold Mines during a 10 year career with the
company, including Plant Manager for El Valle/Carles process facility and Operations Manager prior to its
acquisition by Lundin Mining in 2007. During this period, Mr Bellón was involved in the development, construction,
commissioning and production phases of a number of mining operations in Spain and Mauritania including El
Valle-Boinás / Carlés (open pit and underground gold-copper mines in northern Spain), Aguablanca (open pit
nickel-copper mine in southern Spain) and Tasiast (currently Kinross' world class open pit gold mine in
Mauritania). He subsequently joined Duro Felguera, a large Spanish engineering house, where as Manager of the
Mining Business, he managed the peer review, construction and commissioning a number of large scale mining
operations in West Africa and South America in excess of US$1B.
Mr Bellón joined Berkeley Resources in May 2011.
Javier Colilla
Senior Vice President Corporate
Qualifications – Econ (Hons), LLB (Hons), MBA
Mr Colilla is a Mineral Economist and Lawyer, with a MBA degree. With prior experience in auditing and insurance
sectors, he has over 25 years experience in the mining sector commencing as the Managing Director of an
international drilling company in the early 1980’s. He subsequently worked for Anglo American as General
Manager of their Spanish subsidiaries, whilst also contributing as international staff member to several projects in
Europe and South America. Mr Colilla held various executive management roles during a long career with the
TSX listed Rio Narcea Gold Mines, including Vice President Business Development, Chief Financial Officer,
Senior Vice President Corporate, as well as Administrator/Director of its subsidiaries. During this period, he was
involved in all aspects of commercial, legal and joint venture management, permitting, stakeholder engagement,
government liaison and project financing for a number of mining operations in Spain and internationally including
El Valle-Boinás / Carlés, Aguablanca and Tasiast. Following the acquisition of Rio Narcea Gold Mines by Lundin
Mining in 2007, Mr Colilla consulted on renewable energies projects and advised several international leading
legal firms in the areas of public aid financing (domestic and international) financing and due diligence exercises
in relation to Spanish mining companies being acquired by multinational mining groups.
Mr Colilla joined Berkeley Resources in April 2010.
14
2
BERKELEY RESOURCES LIMITED
Mr Clint McGhie
Company Secretary and Chief Financial Officer
Qualifications – B.Com, CA, ACIS, FFin
Mr McGhie is a Chartered Accountant and Chartered Secretary. He commenced his career at a large
international Chartered Accounting firm, before moving to commerce in the role of financial controller and
company secretary. Mr McGhie now works in the corporate office of a number of public listed companies
focussed on the resources sector.
Mr McGhie was appointed Company Secretary and Chief Financial Officer of Berkeley Resources Limited on 18
May 2012.
PRINCIPAL ACTIVITIES
The principal activities of the Consolidated Entity during the year consisted of mineral exploration. There was no
significant change in the nature of those activities.
EMPLOYEES
The number of full time equivalent people employed by the
Consolidated Entity at balance date
DIVIDENDS
2013
30
2012
38
No dividends have been declared, provided for or paid in respect of the financial year ended 30 June 2013
(2012: nil).
EARNINGS PER SHARE
Basic loss per share
Diluted loss per share
CORPORATE STRUCTURE
2013
Cents
(6.21)
(6.21)
2012
Cents
(7.70)
(7.70)
Berkeley Resources Limited is a company limited by shares that is incorporated and domiciled in Australia. The
Company has prepared a consolidated financial report including the entities it acquired and controlled during the
financial year.
CONSOLIDATED RESULTS
2013
$
2012
$
Loss of the Consolidated Entity before income tax expense
(11,145,447)
(13,487,535)
Income tax expense
Net loss
(43,630)
-
(11,189,077)
(13,487,535)
Net loss attributable to members of Berkeley Resources Limited
(11,189,077)
(13,487,535)
15
ANNUAL REPORT 2013
3
berkeley resources limited ANNUAL REPORT 2013 DIRECTORS’ REPORT
30 JUNE 2013
(Continued)
OPERATING AND FINANCIAL REVIEW
Berkeley is a uranium exploration and development company with a quality resource base in Spain. The
Company is currently focussed on advancing its wholly owned flagship Salamanca Project.
The Salamanca Project comprises the Retortillo, Alameda and Gambuta deposits plus a number of other Satellite
deposits located in western Spain.
The Company completed an initial assessment of the integrated development of the Retortillo and Alameda
deposits in November 2012. The results of this Scoping Study clearly demonstrated the potential of the
Salamanca Project to support a significant scale, long life uranium mining operation. The Company subsequently
commenced a Pre-Feasibility Study ('PFS') which is well advanced.
Operations
Highlights during, and subsequent to, the financial year end include:
(i)
Positive Scoping Study
Using only the Mineral Resource Estimates (‘MRE’) for Retortillo and Alameda, as a base case scenario, the
results of a positive Scoping Study confirmed the technical and economic viability of the Salamanca Project,
including:
•
Initial mine life of 11 years, including 7 years steady state operation, with strong potential to increase;
• Steady state annual production of 3.2 million pounds U3O8, with average annual production of 2.6 million
pounds U3O8 over the life of mine;
• Life of mine average operating costs of US$25.65 per pound of U3O8;
• Upfront capital cost of US$83.6 million to deliver initial production. A further US$95.0 million, incurred in
the second year of production and largely funded from operating cashflow, to achieve steady state
operation; and
• The Project’s capital cost reflects the excellent existing infrastructure, use of heap leaching as the
preferred processing route, and the favoured mining contractor scenario (no mining fleet capital
expenditure).
(ii) Advancement of Pre-Feasibility Study
A PFS for the Salamanca Project, which is focussed on the integrated development of Retortillo and
Alameda, has been the Company’s key focus during the second half of the year.
The PFS is being led by Johannesburg based SENET, assisted by SRK Consulting for mine design, Knight
Piesold for heap design, Duro Felguera for project cost estimates and URS for environmental management.
The Study is well advanced and on schedule for completion by the end of September 2013. Work completed
to date includes:
• Metallurgical testwork programs at the Mintek laboratories in Johannesburg and the Australian Nuclear
Science and Technology Organisation (‘ANSTO’) facilities in Sydney;
• Resource infill drilling aimed at upgrading the classification of a significant portion of the current Inferred
MRE at Retortillo to the Indicated category; and
• Mining waste characterisation testwork, geotechnical testwork, hydrogeology studies, infrastructure and
site layout assessment, heap leach pad design, and a detailed mine scheduling and materials movement
optimisation study.
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BERKELEY RESOURCES LIMITED
(iii) Positive Progress with Permitting
The permitting process for Retortillo continued to advance:
• Successful completion of a public information process which entailed the Company’s Exploitation Plan,
Reclamation and Closure Plan, Environmental and Social Impact Assessment (‘EIA’), Initial Authorisation
of the Process Plant as a Radioactive Facility, and Exceptional Authorisation for Land Use (application
for reclassification from rural to mining use) being submitted for review during a 30 day Public
Information Period;
• A favourable recommendation report has been provided by the Environmental Technical and Executive
Committees of the Regional Government following their review of the Company’s EIA and associated
documentation;
• The Declaration of Environmental Impact (Environmental Licence) is now only pending the formal
approval of the Minister of Environment of the Regional Government and subsequent release in the
Official Gazette. The Declaration of Environmental Impact, along with the compulsory recommendation
report from the Nuclear Safety Council (‘NSC’) and the approval of Company’s Exploitation and
Reclamation and Closure Plans, are prerequisites for the granting of the Exploitation Concession (Mining
Licence);
• The NSC has submitted a favourable recommendation report regarding the granting of the Exploitation
Concession to the Regional Government following its review of the Company’s plans for exploitation,
reclamation and closure; and
• The Exceptional Authorisation for Land Use (application for reclassification from rural to industrial use) of
the affected surface land area at Retortillo has been approved by the relevant authorities at the Urban
and Town Planning Department of Salamanca, subject to the issuance of the Environmental Licence.
(iv) Gambuta Resource Update
An updated Inferred MRE of 12.7 million tonnes averaging 394 ppm U3O8 for a contained 11.1 million
pounds of U3O8 at a lower cut-off grade of 200 ppm U3O8 was reported for Gambuta.
This represented a
20% increase in contained uranium compared to the prior MRE and reflected the results of an infill drilling
program which intersected thicker zones of high grade mineralisation and extended the limits of the deposit.
The evaluation of the Gambuta deposit has been advanced to the Scoping Study stage.
(v) High Grade Mineralisation Intersected at Zona 7
Assay results returned from a recent reverse circulation (‘RC’) drilling program have confirmed that the Zona
7 mineralisation extends a further 1,200 metres to the southwest of the current resource area. The drilling
essentially doubled the strike extent of the mineralised zone and it remains open. Significant high grade
intersections have been recorded at shallow depths (from 9 metres to a maximum depth of 84 metres), with
thicknesses up to 29 metres. Better intercepts included 29 metres @ 3,391 ppm U3O8, 17 metres @ 1,260
ppm U3O8, 15 metres @ 1,392 ppm U3O8, 25 metres @ 683 ppm U3O8 and 13 metres @ 1,161 ppm U3O8.
Zona 7 is the largest of the Retortillo Satellite Deposits and currently hosts an Inferred MRE of 3.9 million
tonnes averaging 414 ppm U3O8 for a contained 3.6 million pounds of U3O8 at a 200 ppm U3O8 cut-off
grade. This Inferred MRE is as at July 2012 and does not include the results of the recent drilling. It is
located within 10 kilometres of the proposed location of the centralised processing plant at Retortillo.
17
ANNUAL REPORT 2013
5
berkeley resources limited ANNUAL REPORT 2013
DIRECTORS’ REPORT
30 JUNE 2013
(Continued)
OPERATING AND FINANCIAL REVIEW (Continued)
Salamanca Project
Berkeley’s flagship Salamanca Project (‘the Project’) comprises the Retortillo, Alameda and Gambuta deposits,
plus a number of other Satellite deposits located in western Spain.
Project Evaluation
Scoping Study Results
In November 2012, the Company completed an initial assessment of the integrated development of Retortillo and
Alameda and reported the results of the Scoping Study (‘the Study’), which clearly demonstrated the potential of
the Salamanca Project to support a significant scale, long life uranium mining operation.
The Study was managed by Berkeley with input from a number of industry-recognised specialist consultants
covering the key disciplines. The Study incorporated all of the information generated from the previous studies
conducted on Retortillo and Alameda, as well as additional drilling and metallurgical testwork data.
Using only the MREs for Retortillo and Alameda, which totalled 33.9 million pounds U3O8 (35.9 million tonnes at
429 ppm; 200 ppm U3O8 cut-off grade), as a base case scenario, the Study showed that the Project can support
an average annual production of 3.2 million pounds of U3O8 during the seven years of steady state operation and
2.6 million pounds of U3O8 over a minimum eleven year mine life. There is strong potential to increase this
production profile and mine life through the exploitation of additional resources held by the Company and with
ongoing exploration work.
The Study was based on open pit mining, heap leaching, a centralised process plant at Retortillo, and a remote
ion exchange operation at Alameda, with loaded resin trucked to the centralised plant for final extraction and
purification. The Company favoured a contractor mining scenario. The average annual ore processing rate during
steady state operation was 5.5 million tonnes. Operating cost estimates (C1 cash costs) averaged US$25.65 per
pound U3O8 over the life of mine.
The initial capital cost (nominally ± 30% accuracy) for the Project were estimated at US$83.6 million. This cost is
inclusive of all mine, processing, infrastructure and indirect costs required to develop and commence production
at Retortillo. A further US$95.0 million of capital, incurred in the second year of production and largely funded
from operating cashflow, is required to develop Alameda and achieve steady state operation. The Project’s capital
cost reflects the excellent existing infrastructure, use of heap leaching as the preferred processing route, and the
favoured mining contractor scenario (no mining fleet capital expenditure).
For further details on the Scoping Study referred to the Company’s ASX Announcement dated 29 November
2012.
Pre-Feasibility Study
Following completion of the Scoping Study, Berkeley commenced a PFS for the Salamanca Project. The PFS,
which is focussed on the integrated development of Retortillo and Alameda, is being led by SENET, assisted by
SRK Consulting for the mine design, Knight Piesold for heap design, Duro Felguera for project cost estimates and
URS for environmental management.
A mine scheduling and materials movement optimisation study, further metallurgical testwork programs at
Mintek’s laboratory in Johannesburg and the ANSTO facilities in Sydney, and infrastructure and site layout
assessments have been undertaken as part of the PFS, with the aim of identifying opportunities to further
enhance the Project economics through capital and operating cost reductions. Engineering studies are being
developed to support a capital cost estimate for the Project to a level of accuracy of nominally ±20%. A resource
infill drilling program has also been completed at Retortillo.
The PFS is well advanced and remains on schedule for completion by the end of September 2013.
18
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BERKELEY RESOURCES LIMITED
Resource Drilling
The current MREs for Retortillo and Alameda have 61% and 95% of the total resource respectively classified into
the Indicated Resource category (refer June 2012 Quarterly Report and Table 1).
The MRE’s were prepared by
Berkeley in July 2012 and reported in accordance with the JORC Code (2004).
Table 1 - Summary of Mineral Resource Estimates
Retortillo and Alameda
Mineral Resource Estimates as at July 2012
Reported at a lower cut-off grade of 200 ppm U3O8
Category
Tonnage
(million tonnes)
Grade
(U3O8 ppm)
Contained U3O8
(million pounds)
Retortillo
Indicated
Inferred
Sub Total
Alameda
Indicated
Inferred
Sub Total
Combined
Indicated
Inferred
Total
8.9
6.2
15.2
20.0
0.7
20.7
29.0
6.9
35.9
395
366
383
455
657
462
437
396
429
7.8
5.0
12.8
20.1
1.0
21.1
27.9
6.0
33.9
An infill drilling program, aimed at upgrading the classification of the portion of the Inferred Resource that falls
within the optimised pit outline into the Indicated category, was completed at Retortillo during the June quarter of
2013.
In total, the resource infill program comprised 67 RC drill holes for approximately 4,400 metres. Assay results
returned from the drilling were largely in line with expectations based on the July 2012 resource model, with some
local variability observed. Significant intersections were recorded at shallow depths (from surface to a maximum
depth of 88 metres) with thicknesses up to 21 metres. The drilling also confirmed that the mineralisation extends a
further 200 metres to the northwest beyond the northern limit of the current resource boundary and it remains
open. Select intercepts from the drilling program included:
Hole No.
Down Hole Intercept
SNR-343
RTR-367
RTR-393
RTR-387
RTR-389
20m @ 657 ppm U3O8
8m @ 1,207 ppm U3O8
9m @ 789 ppm U3O8
21m @ 334 ppm U3O8
9m @ 574 ppm U3O8
From Depth
(Down Hole)
18m
25m
22m
31m
47m
The data obtained from this drilling program will form the basis for a revised MRE for Retortillo, which will be
completed in September and be incorporated into the PFS.
Diamond drilling (‘DD’) was also conducted at Retortillo and Alameda during the year to provide drill core for
metallurgical and geotechnical testwork. A total of 43 DD holes for approximately 2,030 metres were drilled (Table
2).
19
ANNUAL REPORT 2013
7
berkeley resources limited ANNUAL REPORT 2013
DIRECTORS’ REPORT
30 JUNE 2013
(Continued)
OPERATING AND FINANCIAL REVIEW (Continued)
Metallurgical Testwork
A comprehensive metallurgical testwork program has been completed at the Mintek laboratories in Johannesburg.
The testwork program was aimed at confirming the leaching efficiency for each phase of the mine schedule and
testing ore variability with respect to geo-mechanical behaviour at both Retortillo and Alameda, and with respect
to size distribution at Alameda.
Key outcomes of the testwork program include:
•
•
•
•
•
Column stacking tests performed on fresh feed and residues from both Retortillo and Alameda confirmed
that heap stacking heights of six metres can be used in the PFS
The results demonstrated that all Retortillo heads and residues have a minimum porosity of 30%,
giving a bulk density below 1.85 at a stacking height of 10 metres. At a 10 metre stacking height the
saturated hydraulic conductivities were above the target of 100 times the target application rate.
Alameda material was shown to be substantially more competent than the Retortillo material.
Degradation and fines generation during leaching was minimal, suggesting that little change to the
hydraulic properties will occur during the leach cycle. The residue samples at -12mm crush size
maintained saturated hydraulic conductivities above the target at stacking heights of 10 metres.
Hydrodynamic column tests performed on Retortillo residues confirmed that the heap would be
geotechnically stable at the assumed stack height and irrigation rate
Heap saturation of less than 50% was recorded for Retortillo residues at a bulk density equivalent
to a six metre stack height and at an irrigation rate of 10 L/m2/hr. This is well below the threshold
heap saturation for geotechnical stability of 75-85%. No stability issues are envisaged for the
Alameda heap given that the ore is substantially more competent than the Retortillo ore.
Recovery data have shown optimal metallurgical recovery performance at the crush sizes of 40mm and
12mm for Retortillo and Alameda respectively. A direct relationship between recovery and crush size has
been observed in all tests at Alameda, whilst recovery at Retortillo has been shown to be relatively
insensitive to crush size.
Uranium recovery of 85% is anticipated for both Retortillo and Alameda based on the testwork results,
which is consistent with previous testwork campaigns. The 85% uranium recovery assumption takes into
account the results obtained from 24 column tests carried out on three representative samples from each
deposit and tested under different leaching conditions.
Acid consumption reported during the testwork averaged 18 kilograms per tonne for both Retortillo and
Alameda. An opportunity to further improve the acid consumption by optimizing the pH in which uranium
can be dissolved (minimising the dissolution of other elements, principally iron) will be evaluated in the
next phase of testwork.
A further metallurgical testwork program, designed to facilitate the selection of the optimal backend of the
process, was completed at ANSTO. The testwork program compared the performance of direct Solvent Extraction
(‘SX’) and ammonium diuranate (‘ADU’) precipitation with that of ion exchange (‘IX’) and UO4 precipitation, with
the results confirming the Scoping Study process flowsheet assumption that direct SX and ADU precipitation is
the best option.
Other PFS Testwork and Activities
Other key work programs completed to date include:
• Waste characterisation testwork results have shown the properties of the three types of mining waste to
be consistent with those of previous evaluations. Mining waste has been characterised and classified as
follows:
Oxide waste (‘inert waste’) - an inert waste that can be handled as a typical mining waste
Acid Rock Drainage (‘ARD’) - potential acid generator due to a marginal sulphide content
Natural Occurring Radioactive Materials (‘NORM’) - rock containing very low residual uranium below
the mining cut-off grade
• Geotechnical testwork has been conducted on drill core from the Retortillo deposit and from the
proposed sites of key infrastructure e.g. heap leach pads, waste dumps, at both Retortillo and Alameda.
The testwork results have been reviewed by SRK Consulting and their recommendations incorporated
into the open pit designs (slope angles etc.). The testwork results have been also been reviewed by
SENET who have determined the proposed infrastructure sites to be suitable.
20
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BERKELEY RESOURCES LIMITED
Hydrogeological models have been updated with new information relating to dewatering of the open pits. The
operational water balance has subsequently been updated and highlighted a net reduction in the volume of water
required to be sourced from local water courses at Retortillo. The modelling confirmed that no water is required to
be sourced from local water courses at Alameda.
• Engineering and design activities, including the project site layout assessment have been completed.
Taking into account the column stacking testwork results and the requirements of the ripios backfilling
schedule, the final heap leach pad designs comprise two, six metre lifts at both Retortillo and Alameda.
Capital and operating costs, to a level of accuracy of nominally +/- 20%, are currently being estimated. The capital
costs are based on engineering designs and quoted prices from suppliers and local construction companies. The
operating costs are being developed in conjunction with the project design criteria, process flow sheets, mass
balance, mechanical and electrical equipment lists and in-country labour cost data. The operating cost estimates
include quoted unit rates based on proposals from local and international suppliers for mining activities,
consumables, energy, reagents and other major items.
Scoping Study - Gambuta
The Gambuta deposit is located approximately 145 kilometres to the southeast of Retortillo. During June 2012, an
additional 16 RC drill holes for approximately 1,200 metres and three DD holes for 270 metres were completed as
part of an infill program focussed on the north-western portion of the deposit.
Assay results returned from the drilling confirmed the continuity of thick zones of high grade mineralisation at
shallow depths, slightly extended the mineralisation on the northern and southern boundaries, and included thicker
intersections than recorded in the previous drilling. Select intercepts from the drilling program included:
Hole No.
Down Hole Intercept
From Depth
(Down Hole)
GMR-045
8m @ 649 ppm U3O8
GMR-048
GMR-049
3m @ 3,083 ppm U3O8
7m @ 666 ppm U3O8
7m @ 672 ppm U3O8
GMR-056
11m @ 1,428 ppm U3O8
GMR-058
GMR-059
GMR-060
22m @ 1,319 ppm U3O8
5m @ 905 ppm U3O8
8m @ 835 ppm U3O8
4m @ 1,126 ppm U3O8
50m
85m
34m
36m
12m
32m
23m
21m
43m
A revised Inferred MRE of 12.7 million tonnes at 394 ppm U3O8 for a total of 11.1 million pounds of U3O8 at a 200
ppm U3O8 cut-off grade was subsequently reported in September 2012 (refer September 2012 Quarterly Report).
This represented a 20% increase in contained uranium compared to the prior MRE (9.2 million pounds U3O8).
The Inferred MRE formed the basis of a Desktop Study completed in late 2012 which showed the geometry,
average thickness and depth of the mineralisation make it amenable to shallow open pit mining with a low ore to
waste strip ratio.
Following the positive results of the Desktop Study, the Company has advanced the evaluation of the deposit to
the Scoping Study stage. The conceptual approach is based on open pit mining, heap leaching, and a remote IX
operation, with the loaded resin being trucked to the proposed centralised plant at Retortillo for final extraction
and purification.
The scope of work includes initial metallurgical testwork on a 330 kilogram representative sample, comprising
bond crushability and bond abrasion tests, diagnostic leach tests, mineralogy, and column leach tests at various
crush sizes. The testwork program is being conducted at the Mintek laboratories in Johannesburg.
A geotechnical evaluation which includes relogging of drill core, preliminary open pit optimisation and mine
design, preliminary heap leach pad design, and a site layout and infrastructure assessment is also underway.
21
ANNUAL REPORT 2013
9
berkeley resources limited ANNUAL REPORT 2013
DIRECTORS’ REPORT
30 JUNE 2013
(Continued)
OPERATING AND FINANCIAL REVIEW (Continued)
Permitting
The permitting processes for Retortillo, Alameda and Gambuta were advanced during the year.
At Retortillo, a 30 day Public Information Period (‘PIP’) was completed in September 2012. Core documents
submitted as part of the public information process included the Exploitation Plan, Reclamation and Closure Plan,
Environmental and Social Impact Assessment (‘EIA’), Initial Authorisation of the Process Plant as a Radioactive
Facility, and Exceptional Authorisation for Land Use (application for reclassification from rural to mining use). The
Company prepared responses to public comments received and, following review and evaluation by the relevant
authorities, additional mitigation measures were incorporated into the core documents and the Project raised for
mining and environmental approval.
A favourable recommendation report has been provided by the Environmental Technical and Executive
Committees of the Regional Government following their review of the Company’s EIA and associated
documentation. The administrative process relating to the Declaration of Environmental Impact (Environmental
Licence) is now in its final stages, with only the formal approval of the Minister of Environment of the Regional
Government and subsequent release in the Official Gazette pending. The Declaration of Environmental Impact,
along with the compulsory recommendation report from the Nuclear Safety Council (‘NSC’) and the approval of
Company’s Exploitation and Reclamation and Closure Plans, are prerequisites for the granting of the Exploitation
Concession (Mining Licence).
Following its review of the Company’s plans for exploitation, reclamation and closure, the NSC submitted a
favourable recommendation report regarding the granting of the Exploitation Concession to the Ministry of
Economy and Employment of the Regional Government in August 2013.
Regarding the Initial Authorisation of the process plant as a radioactive facility, the NSC has communicated that
its recommendation report will be will be issued to the Ministry of Industry, Commerce and Tourism of the Central
Government, once the Exploitation Concession has been granted.
The Exceptional Authorisation for Land Use (application for reclassification from rural to industrial use) of the
affected surface land area at Retortillo has been approved by the relevant authorities at the Urban and Town
Planning Department of Salamanca, subject to the issuance of the Environmental Licence.
Ancillary permits, such as those associated with water capture and discharge and road deviations, are also
currently being advanced. The applications have been submitted and discussions have been held with the
relevant authorities (including the Water Authority and Roads Department).
The permitting process for Alameda commenced late in 2012 with the submission to the regulatory authorities of
the Environmental Scoping Document and documentation associated with the Exceptional Authorisation for Land
Use.
The documents required for the next phase of permitting at Alameda, including the Exploitation Plan, Reclamation
and Closure Plans, and the EIA will be submitted following completion of the PFS.
The permitting process for Gambuta has recently commenced with the submission to the regulatory authorities of
the Environmental Scoping Document.
22
10
BERKELEY RESOURCES LIMITED
Exploration
Zona 7
A comprehensive review of all available data for the tenements surrounding the Company’s existing resources,
undertaken in early 2013, identified the potential extension of Zona 7 to the southwest as a priority drill target.
Zona 7 is the largest of the Retortillo Satellite Deposits and currently hosts an Inferred MRE of 3.9 million tonnes
averaging 414 ppm U3O8 for a contained 3.6 million pounds of U3O8 at a 200 ppm U3O8 cut-off grade (refer ASX
June 2012 Quarterly Report). It is located within 10 kilometres of the proposed location of the centralised
processing plant at Retortillo.
Assay results returned from 18 RC drill holes, totalling approximately 1,130 metres, have confirmed that the Zona
7 mineralisation extends a further 1,200 metres to the southwest of the current resource area. The drilling
essentially doubled the strike extent of the mineralised zone and it remains open. Significant high grade
intersections have been recorded at shallow depths (from 9 metres to a maximum depth of 84 metres), with
thicknesses up to 29 metres. Select intercepts include:
Hole No.
Down Hole Intercept
From Depth
(Down Hole)
Z7R-084
Z7R-088
Z7R-089
Z7R-087
Z7R-090
Z7R-085
29m @ 3,391 ppm U3O8
17m @ 1,260 ppm U3O8
4m @ 2,365 ppm U3O8
15m @ 1,392 ppm U3O8
2m @ 2,759 ppm U3O8
25m @ 683 ppm U3O8
13m @ 1,161 ppm U3O8
16m @ 764 ppm U3O8
9m
37m
39m
63m
82m
27m
17m
33m
The delineation of this zone of shallow, high grade mineralisation extending well beyond the current resource
boundary at Zona 7 is a clear demonstration of the exploration and resource growth potential of the Salamanca
Project.
The data from the drilling program will now form the basis for an updated MRE for Zona 7 which is anticipated to
be completed in the coming months.
A summary of all resource and exploration drilling completed by Berkeley during the year is presented in the
following table.
Table 2: 2012/2013 Drilling Summary
Diamond
RC
Total
Holes
Metres
Holes
Metres
Holes
Metres
Retortillo
Alameda
Zona 7
Total
24
19
-
43
1,115
916
-
2,031
67
-
18
85
4,382
-
1,133
5,515
91
19
18
128
5,497
916
1,133
7,546
23
ANNUAL REPORT 2013
11
berkeley resources limited ANNUAL REPORT 2013 DIRECTORS’ REPORT
30 JUNE 2013
(Continued)
OPERATING AND FINANCIAL REVIEW (Continued)
Corporate
During the year, Mr Matthew Syme and Senor Jose Ramon Esteruelas resigned as Non-Executive Directors of
the Company, effective 2 August 2012 and 29 November 2012 respectively.
On 9 November 2012, the Company issued 750,000 $0.475 Incentive Options to a key employee of the
Company. The options expire 22 December 2015 and 375,000 vest on 12 December 2013 and 375,000 vest on
12 December 2014.
In April 2013, Shareholders approved Berkeley’s Performance Rights Plan. The Plan is designed to reward
superior performance based on materially improved Company performance in terms of growth in the value of the
Company and resulting increases in Shareholder value. The Plan is intended to replace the existing Employee
Share Option Plan which was most recently approved by Shareholders in September 2011. Following approval of
the Plan, 4.67 million Performance Share Rights were issued on 3 May 2013.
On 15 May 2013, 11.89 million Listed Options expired unexercised.
In July 2012, Berkeley reached agreement with Enusa Industrias Avanzadas S.A. (‘ENUSA’) on terms which
provide the Company with a 100% interest in select uranium resources within State Reserves held by ENUSA.
Under the agreement, Berkeley holds a 100% interest in, and the exploitation rights to, State Reserves 28 and 29
(which include the substantial unmined Alameda deposit) whilst waiving its rights to mine in State Reserves where
ENUSA has undertaken rehabilitation. Refer to ASX Announcement dated 24 July 2012 for further details.
Results of Operations
The Consolidated Entity’s net loss after tax for the year ended 30 June 2013 was $11,189,077 (2012:
$13,487,535). This loss is partly attributable to:
(i)
Exploration and evaluation expenses of $11,999,142 (2012: $14,531,985), which is attributable to the
Group’s accounting policy of expensing exploration and evaluation expenditure incurred subsequent to the
acquisition of the rights to explore and up to the successful completion of definitive feasibility studies for
each separate area of interest.
The reduction in exploration and evaluation expenditure in the year ended 30 June 2013 is a reflection of
the activities undertaken during the year, including the internal management of the initial assessment of
the integrated development of Retortillo and Alameda (with the results of the Scoping Study reported in
November 2012), and an ongoing focus on costs control across all areas of the business.
(ii)
Share based payments expense of $417,918 (2012: $497,111) was recognised in respect of incentive
securities granted to directors, employees and key consultants. The Company expenses the incentive
securities over the vesting period.
The Consolidated Entity also recognised interest income of $1,509,713 (2012: $2,448,221), and a rebate of
$737,198 (2012: $153, 635) was received in respect of R&D activities undertaken in Australia.
Financial Position
At 30 June 2013, the Group had cash reserves of A$27.7 million, with no debt. This puts the Group in a strong
financial position as it looks to complete the PFS and progress the development of the Salamanca Project.
The Group had net assets of $42,136,600 at 30 June 2013 (2012: 51,590,772), a decrease of $9,454,172 or
approximately 22% compared with the previous year. This decrease is consistent with the reduced cash balance
and is largely attributable to the comprehensive loss for the year, comprising: (i) the current year’s net loss after
income tax, and (ii) the foreign exchange gain arising on the translation of the Group’s foreign operations.
The increase in the Exploration expenditure asset from $13,011,723 at 30 June 2012 to $14,173,930 is attributed
to the devaluation of the Australian dollar (AUD) against the Euro, with approximately $8.53 million (€6 million) of
the Exploration asset denominated in Euro and revalued in AUD at each balance date.
The increase in trade creditors from $987,812 at 30 June 2012 to $2,172,953 is a reflection of the increased
activity at the end of 2013 as the Company moved towards completion of the PFS.
24
12
BERKELEY RESOURCES LIMITED
Business Strategies and Prospects for Future Financial Years
Berkeley’s strategic objective is to create long-term shareholder value by becoming a uranium producer in the
near to medium term, through the ongoing exploration, appraisal and development of its flagship Salamanca
Project located in Spain.
The Company has a 100% interest in a total Mineral Resource estimated at 61.0 million pounds of contained
U3O8 (64.4 million tonnes at 430 ppm U3O8 at a cut-off grade of 200 ppm U3O8) but has not to date defined Ore
Reserves in accordance with the JORC Code (2004), nor has it commenced production. To achieve its strategic
objective, the Company currently has the following business strategies and prospects over the medium term:
•
•
•
•
•
•
•
Completion of a PFS for the Salamanca Project, scheduled for completion in September 2013;
Subject to the results of the PFS, conduct a Definitive Feasibility Study (‘DFS’) for the Salamanca Project,
scheduled for completion by the end of 2014;
Commence evaluation of project finance options;
Continue the permitting process with a view to obtaining all necessary permits and licences for construction
and production in a timely fashion;
Subject to the results of a positive DFS, obtaining all necessary permits and licences and project financing,
advance the Salamanca Project through the development and construction phases and into production;
Continue to explore its portfolio of tenements in Spain with a view to growing the resource base and
potentially providing additional production sources to incorporate into the Salamanca Project; and
Continue to assess new uranium and other business opportunities which can enhance shareholder value.
As with any other mining project, all of these activities are inherently risky and the Board is unable to provide
certainty that any or all of these activities will be able to be achieved. The material business risks faced by the
Company that are likely to have an effect on the Company’s future prospects, and how the Company manages
these risks, include:
•
•
The exploration for, and development of, mineral deposits involves a high degree of risk. The ultimate
development of the Company’s project into a producing mine is dependent on a number of factors, including;
successful studies, obtaining all necessary permits and licences, and subsequently the required project
financing.
To mitigate this risk, the Company has undertaken systematic and staged exploration and testing programs,
and a number of technical and economic studies with respect to the Salamanca Project. Further studies,
including a DFS, will also be completed prior to advancing the Salamanca Project to the construction phase
and into production.
The construction phase of the Company’s Project will require substantial additional financing. Failure to
obtain sufficient financing may result in delaying or indefinite postponement of any development of the
Project. There can be no assurance that additional capital or other types of financing will be available if
needed or that, if available, the terms of such financing will be favourable to the Company.
The successful development of the Company’s Project will also be dependent on the granting of a mining
licence and other permits necessary for the construction and production phases. As with any exploration and
development project, there is no guarantee that the Company will be successful in applying for and
maintaining all required permits and licences to commence construction and subsequently enter into
production.
The Company may be adversely affected by fluctuations in commodity prices. The price of uranium fluctuates
widely and is affected by numerous factors beyond the control of the Company. Future production from the
Company’s Project will be dependent upon the price of uranium being adequate to make these properties
economic. The Company currently does not engage in any hedging or derivative transactions to manage
commodity price risk, but as the Company’s Project advances, this policy will be reviewed periodically;
• Global financial conditions may adversely affect the Company’s growth and profitability. Many industries,
including the mineral resource industry, are impacted by these market conditions. Some of the key impacts
of the current financial market turmoil include contraction in credit markets resulting in a widening of credit
risk, devaluations and high volatility in global equity, commodity, foreign exchange and energy markets, and
a lack of market liquidity. A slowdown in the financial markets or other economic conditions may adversely
affect the Company’s growth and ability to finance its activities.
25
ANNUAL REPORT 2013
13
berkeley resources limited ANNUAL REPORT 2013 DIRECTORS’ REPORT
30 JUNE 2013
(Continued)
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
Other than as disclosed below, there were no significant changes in the state of affairs of the Consolidated Entity
during the year.
• On 24 July 2012, the Company advised that it had reached agreement with ENUSA on terms which provided
the Company with a 100% interest in select uranium resources within State Reserves held by ENUSA. The
agreement successfully resolved long standing difficulties for all parties involved, including termination of the
arbitration proceeding between the Company and ENUSA.
• Mr Matthew Syme resigned as a Non-Executive Director of the Company on 2 August 2012.
• On 9 November 2012, the Company issued 750,000 $0.475 Incentive Options to a key employee of the
Company. The Options expire on 22 December 2015 and 375,000 vest on 12 December 2013 and 375,000
vest on 12 December 2014.
• On 29 November 2012, the Company released the results of a Scoping Study for the integrated development
of the Retortillo and Alameda deposits, which demonstrated the potential of the Salamanca Project to support
the significant scale, long life uranium mining operation.
•
•
Señor Jose Ramon Esteruelas resigned as a Non-Executive Director of the Company on 29 November 2012.
In April 2013, Shareholders approved Berkeley’s Performance Rights Plan. Following the approval of the
Plan, 4.67 million Performance Rights were issued on 3 May 2013.
• On 15 May 2013, 11.89 million Listed Options expired unexercised.
SIGNIFICANT POST BALANCE DATE EVENTS
As at the date of this report there are no matters or circumstances, which have arisen since 30 June 2013 that
have significantly affected or may significantly affect:
•
•
•
the operations, in financial years subsequent to 30 June 2013, of the Consolidated Entity;
the results of those operations, in financial years subsequent to 30 June 2013, of the Consolidated Entity; or
the state of affairs, in financial years subsequent to 30 June 2013, of the Consolidated Entity.
ENVIRONMENTAL REGULATION AND PERFORMANCE
The Consolidated Entity's operations are subject to various environmental laws and regulations under the relevant
government's legislation. Full compliance with these laws and regulations is regarded as a minimum standard for
all operations to achieve.
Instances of environmental non-compliance by an operation are identified either by external compliance audits or
inspections by relevant government authorities.
There have been no significant known breaches by the Consolidated Entity during the financial year.
In September 2012, Berkeley qualified for certification in accordance with ISO 14001 of Environmental
Management, which sets out the criteria for an environmental management system, and UNE 22480 of
Sustainable Mining Management, which allows for the systematic monitoring and tracking of sustainability
indicators, and is useful in the establishment of targets for constant improvement.
INFORMATION ON DIRECTORS' INTERESTS IN SECURITIES OF BERKELEY
Interest in Securities at the Date of this Report
Ordinary
Shares(i)
$0.45 Unlisted
Options(ii)
Performance
Rights(iii)
5,300,000
4,000,000
315,000
-
1,000,000
1,000,000
-
400,000
960,000
Current Directors
Ian Middlemas
James Ross
Robert Behets
26
14
BERKELEY RESOURCES LIMITED
Current Directors
Ian Middlemas
James Ross
Robert Behets
Interest in Securities issued during the year
Ordinary
Shares(i)
$0.45 Unlisted
Options(ii)
Performance
Rights(iii)
-
-
-
-
-
-
-
400,000
960,000
Notes
(i)
(ii)
(iii)
“Ordinary Shares” means fully paid ordinary shares in the capital of the Company.
“$0.45 Unlisted Options” means an option to subscribe for 1 Ordinary Share in the capital of the Company at an
exercise price of $0.45 each on or before 30 June 2016.
“Performance Rights” means the right to subscribe to 1 Ordinary Share in the capital of the Company upon the
completion of specific performance milestones by the Company.
SHARE OPTIONS AND PERFORMANCE RIGHTS
At the date of this report the following Options and Performance Rights have been issued over unissued Ordinary
Shares of the Company:
(cid:127)
(cid:127)
(cid:127)
(cid:127)
(cid:127)
(cid:127)
(cid:127)
(cid:127)
(cid:127)
1,000,000 Unlisted Options at an exercise price of $1.25 each that expire on 1 December 2013.
1,861,666 Unlisted Options at an exercise price of $1.35 each that expire on 18 June 2014.
1,000,000 Unlisted Options at an exercise price $0.41 each that expire on 21 September 2015.
1,750,000 Unlisted Options at an exercise price of $0.475 each that expire on 22 December 2015.
5,500,000 Unlisted Options at an exercise price of $0.45 each that expire on 30 June 2016.
968,000 Performance Rights at no exercise price that expire on 30 June 2014.
968,000 Performance Rights at no exercise price that expire on 30 June 2015.
1,318,000 Performance Rights at no exercise price that expire on 31 December 2016.
1,418,000 Performance Rights at no exercise price that expire on 31 December 2017.
These Options do not entitle the holders to participate in any share issue of the Company or any other body
corporate. During the financial year, there were 95,050 new shares issued as a result of the exercise of Listed
Options. There were 396,667 Unlisted Options that lapsed (forfeited) and 11,894,378 Listed Options that expired
during the year. Since 30 June 2013, there have been no shares issued as a result of the exercise of Listed
Options and no new shares issued as a result of the exercise of Unlisted Options on issue.
MEETINGS OF DIRECTORS
The following table sets out the number of meetings of the Company's Directors held during the year ended
30 June 2013, and the number of meetings attended by each director.
Board Meetings
Number Eligible to Attend
Board Meetings
Number Attended
Current Directors
Ian Middlemas
James Ross
Robert Behets
Former Directors
Matthew Syme
Jose Ramon Esteruelas
4
4
4
-
2
4
2
4
-
2
27
ANNUAL REPORT 2013
15
berkeley resources limited ANNUAL REPORT 2013 DIRECTORS’ REPORT
30 JUNE 2013
(Continued)
REMUNERATION REPORT (AUDITED)
This report details the amount and nature of remuneration of each director and executive officer of the Company.
Details of Key Management Personnel
The Key Management Personnel (“KMP”) of the Group during or since the end of the financial year were as
follows:
Directors
Mr Ian Middlemas
Dr James Ross
Mr Robert Behets
Señor Jose Ramon Esteruelas
Mr Matthew Syme
Other KMP
Mr Francisco Bellón del Rosal
Mr Javier Colilla Peletero
Mr Clint McGhie
Non-Executive Chairman
Non-Executive Deputy Chairman
Non-Executive Director
Non-Executive Director (resigned 29 November 2012)
Non-Executive Director (resigned 2 August 2012)
General Manager Operations
Senior Vice President Corporate
Chief Financial Officer and Company Secretary
There were no other key management personnel of the Company or the Group. Unless otherwise disclosed, the
Key Management Personnel held their position from 1 July 2012 until the date of this report.
Remuneration Policy
The remuneration policy for the Group's KMP has been developed by the Board taking into account the size of the
Group, the size of the management team for the Group, the nature and stage of development of the Group's
current operations and market conditions and comparable salary levels for companies of a similar size and
operating in similar sectors.
In addition to considering the above general factors, the Board has also placed emphasis on the following specific
issues in determining the remuneration policy for key management personnel:
(cid:127)
(cid:127)
(cid:127)
the Group is currently focused on undertaking exploration and development activities with a view to
expanding and developing its resources. In line with the Group's accounting policy, all exploration
expenditure up to and including the preparation of a definitive feasibility study is expensed. The Group
continues to examine new business opportunities in the energy and resources sector;
risks associated with resource companies whilst exploring and developing projects; and
other than profit which may be generated from asset sales (if any), the Group does not expect to be
undertaking profitable operations until sometime after the successful commercialisation, production and
sales of commodities from one or more of its current projects, or the acquisition of a profitable mining
operation.
Remuneration Policy for Executives
The Group's remuneration policy is to provide a fixed remuneration component and a performance based
component (options and a cash bonus, see below). The Board believes that this remuneration policy is
appropriate given the considerations discussed in the section above and is appropriate in aligning KMP objectives
with shareholder and business objectives.
Fixed Remuneration
Fixed remuneration consists of base salaries, as well as employer contributions to superannuation funds and
other non-cash benefits. Non-cash benefits may include provision of motor vehicles, housing and health care
benefits.
Fixed remuneration is reviewed annually by Board. The process consists of a review of Company and individual
performance, relevant comparative remuneration externally and internally and, where appropriate, external advice
on policies and practices.
28
16
BERKELEY RESOURCES LIMITED
Performance Based Remuneration – Short Term Incentive
Some KMP are entitled to an annual cash bonus upon achieving various key performance indicators (“KPI’s”), as
set by the Board. Having regard to the current size, nature and opportunities of the Company, the Board has
determined that these KPI’s will include measures such as successful completion of exploration activities (e.g.
completion of exploration programs within budgeted timeframes and costs), development activities (e.g.
completion of feasibility studies), corporate activities (e.g. recruitment of key personnel) and business
development activities (e.g. project acquisitions and capital raisings). On an annual basis, after consideration of
performance against key performance indicators, the Board determines the amount, if any, of the annual cash
bonus to be paid to each KMP.
During the 2013 financial year, a total bonus sum of $50,326 was paid to KMP.
Performance Based Remuneration – Long Term Incentive
The Group has adopted a long-term incentive plan (“LTIP”) comprising the “Berkeley Performance Rights Plan”
(the “Plan”) to reward KMP and key employees for long-term performance. Shareholders approved the Plan in
April 2013 at a General Meeting of Shareholders and Performance Rights were issued under the Plan in May
2013.
The Plan provides for the issuance of unlisted performance share rights (“Performance Rights”) which, upon
satisfaction of the relevant performance conditions attached to the Performance Rights, will result in the issue of
an Ordinary Share for each Performance Right. Performance Rights are issued for no consideration and no
amount is payable upon conversion thereof.
To achieve its corporate objectives, the Company needs to attract and retain its key staff, whether employees or
contractors. The Board believes that grants made to eligible participants under the Plan will provide a powerful
tool to underpin the Company's employment and engagement strategy, and that the implementation of the Plan
will:
(a)
(b)
(c)
(d)
(e)
enable the Company to incentivise and retain existing key management personnel and other eligible
employees and contractors needed to achieve the Company's business objectives;
enable the Company to recruit, incentivise and retain additional key management personnel and other
eligible employees and contractors needed to achieve the Company's business objectives;
link the reward of key staff with the achievements of strategic goals and the long term performance of the
Company;
align the financial interest of participants of the Plan with those of Shareholders; and
provide incentives to participants of the Plan to focus on superior performance that creates Shareholder
value.
Performance Rights granted under the Plan to eligible participants will be linked to the achievement by the
Company of certain performance conditions as determined by the Board from time to time. These performance
conditions must be satisfied in order for the Performance Rights to vest. Upon Performance Rights vesting,
Ordinary Shares are automatically issued for no consideration. If a performance condition of a Performance Right
is not achieved by the expiry date then the Performance Right will lapse.
During the financial year, Performance Rights with various expiry dates ranging from 30 June 2014 to 31
December 2017 were granted to certain KMP and other employees that vest upon various performance
conditions set by the Company.
Prior to the adoption of the Plan, the Board had chosen to issue incentive options to KMP as a key component of
the incentive portion of their remuneration, in order to attract and retain the services of the KMP and to provide an
incentive linked to the performance of the Company.
The Board had a policy of granting options to KMP with exercise prices at and/or above market share price (at
time of agreement). As such, incentive options granted to KMP would generally only be of benefit if the KMP
performed to the level whereby the value of the Company increases sufficiently to warrant exercising the incentive
options granted.
Other than service-based vesting conditions, there were no additional performance criteria on the incentive
options granted to KMP, as given the speculative nature of the Group's activities and the small management team
responsible for its running, it is considered the performance of the KMP and the performance and value of the
Company are closely related.
29
ANNUAL REPORT 2013
17
berkeley resources limited ANNUAL REPORT 2013 DIRECTORS’ REPORT
30 JUNE 2013
(Continued)
REMUNERATION REPORT (AUDITED) (Continued)
Remuneration Policy (Continued)
Impact of Shareholder Wealth on Key Management Personnel Remuneration
During the Group's exploration and development phases of its business, the Board anticipates that the Company
will retain future earnings (if any) and other cash resources for the operation and development of its business.
Accordingly the Company does not currently have a policy with respect to the payment of dividends and returns of
capital. Therefore there was no relationship between the Board’s policy for determining, or in relation to, the
nature and amount of remuneration of KMP and dividends paid and returns of capital by the Company during the
current and previous four financial years.
The Board does not directly base remuneration levels on the Company's share price or movement in the share
price over the financial year and the previous four financial years. Discretionary annual cash bonuses are based
upon achieving various non-financial KPI as detailed under ‘Performance Based Remuneration – Short Term
Incentive’ and are not based on share price or earnings. As noted above, a number of Key Management
Personnel have also been granted Performance Rights and options, which generally will be of greater value
should the value of the Company's shares increase (subject to vesting conditions being met), and in the case of
options, increase sufficiently to warrant exercising the incentive options granted.
Impact of Earnings on Key Management Personnel Remuneration
As discussed above, the Group is currently undertaking exploration and development activities, and does not
expect to be undertaking profitable operations until sometime after the successful commercialisation, production
and sales of commodities from one or more of its current projects.
Accordingly the Board does not consider earnings during the current and previous four financial years when
determining, and in relation to, the nature and amount of remuneration of KMP.
Remuneration Policy for Non-Executive Directors
The Board policy is to remunerate Non-Executive Directors at market rates for comparable companies for time,
commitment and responsibilities. Given the current size, nature and risks of the Company, incentive options have
been used to attract and retain Non-Executive Directors. The Board determines payments to the Non-Executive
Directors and reviews their remuneration annually, based on market practice, duties and accountability.
Independent external advice is sought when required.
The maximum aggregate amount of fees that can be paid to Non-Executive Directors is subject to approval by
shareholders at a General Meeting. Fees for Non-Executive Directors are not linked to the performance of the
economic entity. However, to align Directors' interests with shareholder interests, the Directors are encouraged to
hold shares in the Company and Non-Executive Directors have received Performance Rights and incentive
options in order to secure their services and as a key component of their remuneration.
General
Where required, KMP receive superannuation contributions (or foreign equivalent), currently equal to 9% of their
salary (increased to 9.25% from 1 July 2013), and do not receive any other retirement benefit. From time to time,
some individuals have chosen to sacrifice part of their salary to increase payments towards superannuation.
All remuneration paid to KMP is valued at cost to the company and expensed. Incentive options are valued using
the Binomial option valuation methodology and validated by the Black Scholes option pricing model. The value of
these incentive options is expensed over the vesting period. The fair value of the Performance Rights granted is
estimated as at the date of grant using the seven day volume weighted average share price prior to issuance. The
value of the Performance Right is expensed over the vesting period.
30
18
BERKELEY RESOURCES LIMITED
Key Management Personnel Remuneration
Details of the nature and amount of each element of the remuneration of each Director and executive of the
Company or Group for the financial year are as follows:
2013
Directors
Ian Middlemas
James Ross
Robert Behets(1)
Jose Ramon Esteruelas(2)
Matthew Syme(3)
Other KMP
Francisco Bellón del Rosal
Javier Colilla Peletero
Clint McGhie(4)
Post
Employ-
ment
Benefits
$
Salary &
Fees
$
Share-
Based
Payments
$
Other Non-
Cash
Benefits(5)
$
100,000
50,000
206,600
24,726
4,484
275,421
259,713
-
-
-
-
-
-
15,601
13,851
-
920,944
29,452
-
17,423
41,816
-
-
94,877
113,991
31,362
299,469
-
-
-
-
-
21,710
10,404
-
32,114
1,281,979
Percentage
of Total
Remunerat-
ion that
Consists of
Options/
Rights
%
-
25.84
16.86
-
-
Percent
-age
Perform
ance
Related
%
-
25.84
16.86
-
-
23.28
28.64
23.28
28.64
100.00
100.00
Total
$
100,000
67,423
248,416
24,726
4,484
407,609
397,959
31,362
Total
Notes
(1)
(2)
(3)
(4)
(5)
Mr Behets received Directors fees of $50,000 and consulting fees of $156,600 for additional services provided to the
company;
Mr Esteruelas resigned as a Non-Executive Director of the Company on 29 November 2012;
Mr Syme resigned as a Non-Executive Director of the Company on 2 August 2012;
Mr McGhie provides services as the Company Secretary and Chief Financial Officer through a services agreement
between Berkeley and Apollo Group Pty Ltd. Under the agreement, Apollo Group Pty Ltd provides administrative,
company secretarial and accounting services, and the provision of a fully serviced office to the Company for a monthly
retainer of $24,000 (2012: $24,000); and
Other Non-Cash Benefits includes payments made for housing, car-parking and insurance premiums on behalf of the
KMP, including Directors & Officers insurance.
31
ANNUAL REPORT 2013
19
berkeley resources limited ANNUAL REPORT 2013 DIRECTORS’ REPORT
30 JUNE 2013
(Continued)
REMUNERATION REPORT (AUDITED) (Continued)
Key Management Personnel Remuneration (Continued)
Post
Employ-
ment
Benefits
$
Share-
Based
Payments
$
Other Non-
Cash
Benefits(11)
$
2012
Directors
Ian Middlemas(1)
James Ross
Robert Behets(2)
Jose Ramon Esteruelas
Matthew Syme(3)
Laurence Marsland(4)
Brendan James(5)
Henry Horne(6)
Ian Stalker(7)
Other KMP
Francisco Bellón del Rosal
Javier Colilla Peletero
Clint McGhie(8)
Sam Middlemas(9)
Steven Turner(10)
Salary
& Fees
$
17,857
134,267
29,329
70,002
50,000
38,402
25,000
24,625
245,751
246,611
-
176,200
184,410
1,509,774
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
15,638
15,402
95,166
150,377
-
-
-
-
16,521
55,412
101,000
346,543
267,320
7,851
Percentage
of Total
Remunerat-
ion that
Consists of
Options/
Rights
%
Percentage
Performance
Related
%
-
-
-
-
-
-
-
-
-
25.60
36.46
-
-
33.45
17.41
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Total
$
17,857
134,267
29,329
70,002
50,000
38,402
-
-
-
-
-
-
63,719
338,890
-
-
25,000
24,625
15,160
371,715
-
-
-
-
412,390
-
176,200
301,931
78,879 1,990,608
Total
Notes
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
(11)
Mr Ian Middlemas was appointed a Non-Executive Director and Chairman of the Company on 27 April 2012;
Mr Behets was appointed a Non-Executive Director of the Company on 27 April 2012;
Mr Syme resigned as a Non-Executive Director of the Company on 2 August 2012;
Mr Marsland was appointed as a Non-Executive Director on 25 August 2011 and resigned on 9 May 2012;
Mr James resigned as Managing Director of the Company on 27 April 2012 (2,000,000 incentive options issued on 23
September 2011 were cancelled at this time as they had not vested);
Mr Horne resigned as a Non-Executive Director of the Company on 1 January 2012;
Mr Stalker resigned as a Non-Executive Director of the Company on 29 November 2011;
Mr McGhie was appointed Company Secretary and Chief Financial Officer of the Company on 18 May 2012. Mr
McGhie provides services as the Company Secretary and Chief Financial Officer through a services agreement
between Berkeley and Apollo Group Pty Ltd. Under the agreement, Apollo Group Pty Ltd provides administrative,
company secretarial and accounting services, and the provision of a fully serviced office to the Company for a monthly
retainer of $24,000;
Mr Sam Middlemas resigned as Company Secretary on 18 May 2012;
Mr Turner was appointed Chief Financial Officer of the Company on 12 December 2012 and resigned on 27 April
2012 (1,500,000 incentive options were issued on 11 April 2012, of which 1,000,000 were forfeited on resignation; and
Other Non-Cash Benefits includes payments made for housing, car-parking and insurance premiums on behalf of the
KMP, including Directors & Officers insurance, and in some instances, working directors insurance.
32
20
BERKELEY RESOURCES LIMITED
Options and Performance Rights Granted to KMP
Details of Unlisted Options and Performance Rights granted by the Company to each Key Management
Personnel of the Group during the financial year are as follows:
Options
/
Rights(1)
Grant
Date
Expiry
Date
Grant
Date
Fair
Value
$
Exercise
Price
$
Total
Value of
Options/
Rights
Granted
$
No.
Vested
2013
Directors
James Ross
James Ross
James Ross
James Ross
Robert Behets
Robert Behets
Robert Behets
Robert Behets
Other KMP
Francisco Bellón del Rosal
Francisco Bellón del Rosal
Francisco Bellón del Rosal
Francisco Bellón del Rosal
Rights
Rights
Rights
Rights
Rights
Rights
Rights
Rights
Rights
Rights
Rights
Rights
12-Apr-13
30-Jun-14
12-Apr-13
30-Jun-15
12-Apr-13
31-Dec-16
12-Apr-13
31-Dec-17
12-Apr-13
30-Jun-14
12-Apr-13
30-Jun-15
12-Apr-13
31-Dec-16
12-Apr-13
31-Dec-17
12-Apr-13
30-Jun-14
12-Apr-13
30-Jun-15
12-Apr-13
31-Dec-16
12-Apr-13
31-Dec-17
-
-
-
-
-
-
-
-
-
-
-
-
Javier Colilla Peletero
Options
9-Nov-12
22-Dec-15
0.475
Javier Colilla Peletero
Javier Colilla Peletero
Javier Colilla Peletero
Javier Colilla Peletero
Clint McGhie
Clint McGhie
Clint McGhie
Clint McGhie
Rights
Rights
Rights
Rights
Rights
Rights
Rights
Rights
12-Apr-13
30-Jun-14
12-Apr-13
30-Jun-15
12-Apr-13
31-Dec-16
12-Apr-13
31-Dec-17
12-Apr-13
30-Jun-14
12-Apr-13
30-Jun-15
12-Apr-13
31-Dec-16
12-Apr-13
31-Dec-17
-
-
-
-
-
-
-
-
No.
Granted
100,000
100,000
100,000
100,000
240,000
240,000
240,000
240,000
100,000
100,000
200,000
250,000
30,900
30,900
30,900
30,900
74,160
74,160
74,160
74,160
30,900
30,900
61,800
77,250
750,000
157,500
100,000
100,000
200,000
250,000
180,000
180,000
180,000
180,000
30,900
30,900
61,800
77,250
55,620
55,620
55,620
55,620
0.309
0.309
0.309
0.309
0.309
0.309
0.309
0.309
0.309
0.309
0.309
0.309
0.210
0.309
0.309
0.309
0.309
0.309
0.309
0.309
0.309
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Notes
(1)
For details on the valuation of the Unlisted Options and Performance Rights, including models and assumptions used,
please refer to Note 18 to the financial statements.
33
ANNUAL REPORT 2013
21
berkeley resources limited ANNUAL REPORT 2013 DIRECTORS’ REPORT
30 JUNE 2013
(Continued)
REMUNERATION REPORT (AUDITED) (Continued)
Options and Performance Rights Granted to KMP (Continued)
2012
Directors
Options/
Rights(1)
Grant
Date
Expiry
Date
Exercise
Price
$
Grant
Date Fair
Value
$
No.
Granted(2)
Total
Value of
Options
Granted
$
No.
Vested
Brendan James
Options
23-Sep-11
1-May-16
0.41
0.216
2,000,000(3)
432,000
-
Other KMP
Francisco Bellón
del Rosal
Options
23-Sep-11
21-Sep-15
0.41
Steven Turner
Options
12-Mar-12
22-Dec-15
0.475
0.203
0.202
1,000,000
1,500,000(4)
203,000
333,333
303,000
500,000
Notes
(1)
(2)
(3)
(4)
For details on the valuation of the options, including models and assumptions used, please refer to Note 18 to the
financial statements;
Each unlisted option converts into one Ordinary Share of Berkeley Resources Limited;
All of the options granted to Mr James were forfeited upon his resignation; and
1,000,000 of the options granted to Mr Turner were forfeited upon his resignation. The Board agreed to allow Mr
Turner to retain 500,000 options.
Details of the value of options and rights granted, exercised or lapsed for each Key Management Person of the
Company or Group during the financial year are as follows:
Value of
options/ rights
granted during
the year(1)
$
Value of
options/ rights
exercised
during the
year
$
Value of
options/ rights
lapsed during
the year
$
Value of
options/ rights
included in
remuneration
for the year
$
Percentage of
remuneration
that consists of
options/ rights
%
123,600
296,640
-
-
200,850
358,350
222,480
-
-
-
-
-
-
-
-(2)
-
-(2)
-(5)
-
-
-
17,423
41,816
-
-
94,877
113,991
31,362
25.84
16.86
-
-
23.28
28.64
100.00
2013
Directors
James Ross
Robert Behets
Jose Ramon
Esteruelas(3)
Matthew Syme(4)
Other KMP
Francisco Bellón del
Rosal
Javier Colilla Peletero
Clint McGhie
Notes
(1)
(2)
(3)
(4)
(5)
For details on the valuation of the options and rights, including models and assumptions used, please refer to Note 18
to the financial statements;
250,000 Listed Options exercisable at $0.75 expired on 15 May 2013;
Señor Esteruelas resigned as a Non-Executive Director of the Company on 29 November 2012;
Mr Syme resigned as a Non-Executive Director of the Company on 2 August 2012; and
1,000,000 Listed Options exercised at $0.75 expired on 15 May 2013.
34
22
BERKELEY RESOURCES LIMITED
Value of
options
granted during
the year
$
Value of options
exercised
during the year
$
Value of options
lapsed during
the year
$
Value of options
included in
remuneration
for the year
$
Percentage of
remuneration
that consists
of options
%
432,000
203,000
303,000
-
-
-
(517,340)
-
-
-
(237,120)
95,166
101,000
25.60
33.45
2012
Directors
Brendan James
Other KMP
Francisco Bellón del
Rosal
Steven Turner
Employment Contracts with Directors and Executive Officers
Current Directors
Dr James Ross, Non Executive Director has a letter of engagement with Berkeley Resources Limited that was
last updated on 15 January 2011 when he was appointed Chairman. Following the appointment of Mr Ian
Middlemas as Chairman on 27 April 2012, Dr Ross became the Deputy Chairman of the Company. From 27 April
2012, Dr Ross receives a fixed remuneration component of $50,000 per annum inclusive of superannuation which
is the standard fixed remuneration previously set by the Board for Non-Executive Directors.
For the period that Dr Ross was Chairman, he received a fixed remuneration component of $100,000 per annum
inclusive of superannuation. The letter of engagement also includes a consultancy arrangement which provides
for a consultancy fee at the rate of $1,200 per day for technical geological work done. The consultancy
arrangement has a rolling term and may be terminated by the Company by giving 1 months notice.
From the date of his appointment, Mr Ian Middlemas received a fixed remuneration component of $100,000 per
annum inclusive of superannuation which is the amount previously set by the Board for the position of Chairman.
Effective from 1 July 2013, the fee for the Chairman has been reduced to $50,000 per annum inclusive of
superannuation.
Mr Robert Behets has a services agreement with the Company dated 18 June 2012, which provides for a
consultancy fee at the rate of $1,200 per day for management and technical services provided by Mr Behets.
Either party may terminate the agreement without penalty or payment by giving 2 months notice. In addition, Mr
Behets also receives the fixed remuneration component of $50,000 per annum inclusive of superannuation as
previously set by the Board for Non-Executive Directors.
Former Directors
Mr Matthew Syme had a letter engagement dated 1 February 2010 relating to his appointment as a Non
Executive Director. Mr Syme resigned as a Non Executive Director effective 2 August 2012. The letter specified
the duties and obligations to be fulfilled as a Non Executive Director, and the remuneration was fixed at $50,000
per annum. The letter also included a consultancy arrangement which provided for a consultancy fee at the rate
of $1,200 per day, on an as required basis. The consultancy arrangement had a rolling term and could be
terminated by the Company by giving 1 months notice.
Señor Jose Ramon Esteruelas, Non Executive Director, was appointed a Director of the Company on
1 November 2006. Señor Esteruelas had a letter of employment with Berkeley Resources Limited dated
16 November 2006. Señor Esteruelas received a fixed remuneration component of €48,000 per annum. The
letter also included a consultancy agreement which provided for a consultancy fee of €1,000 per day. The
consultancy agreement had a rolling term and could be terminated by Señor Esteruelas or by the Company by
giving 1 months notice. Señor Esteruelas resigned on 29 November 2012.
35
ANNUAL REPORT 2013
23
berkeley resources limited ANNUAL REPORT 2013 DIRECTORS’ REPORT
30 JUNE 2013
(Continued)
REMUNERATION REPORT (AUDITED) (Continued)
Employment Contracts with Directors and Executive Officers (Continued)
Current Executive
Mr Francisco Bellón, has a contract of employment dated 14 April 2011 and amended on 1 July 2011. The
contract specifies the duties and obligations to be fulfilled by the General Manager Operations. The contract has
a rolling term and may be terminated by the Company giving 6 months notice, or 12 months in the event of a
change of control of the Company. No amount is payable in the event of termination for neglect of duty or gross
misconduct. Mr Bellón receives a fixed remuneration component of €190,000 (increased from €140,000 effective
1 November 2011) per annum plus compulsory social security contributions regulated by Spanish law, as well as
the provision of accommodation in Salamanca and a motor vehicle.
The Board granted Mr Bellón 1,000,000 Unlisted Options exercisable at $0.41 each on or before 21 September
2015 under the employee share option scheme. These Options vest in three equal tranches on 21 September
2012, 21 September 2013 and 21 September 2014.
Mr Bellón was also granted the following Performance Rights:
(cid:127)
(cid:127)
(cid:127)
(cid:127)
100,000 Performance Rights exercisable for Nil consideration each on or before 30 June 2014;
100,000 Performance Rights exercisable for Nil consideration each on or before 30 June 2015;
200,000 Performance Rights exercisable for Nil consideration each on or before 31 December 2016; and
250,000 Performance Rights exercisable for Nil consideration each on or before 31 December 2017.
All performance rights vest after the achievement of various milestones as approved in the Berkeley Resources
Limited Employee Performance Rights Plan.
Mr Javier Colilla Peletero, has a contract of employment dated 1 July 2010. The contract specifies the duties
and obligations to be fulfilled by the Senior Vice President Corporate. The contract has a rolling term and may be
terminated by the Company giving 3 months notice, or 12 months in the event of a change of control of the
Company or if the appointment becomes redundant. No amount is payable in the event of termination for neglect
of duty or gross misconduct. Mr Colilla receives a fixed remuneration component of €190,000 (increased from
€142,000 effective 1 November 2011) per annum plus compulsory social security contributions regulated by
Spanish law, as well as an allowance for the use of his private motor vehicle.
The Board granted Mr Colilla 1,000,000 Unlisted Options exercisable at $1.35 each on or before 18 June 2014
under the employee share option scheme. These Options vest in three equal tranches on 18 June 2011, 18 June
2012 and 18 June 2013. Additionally, the Board granted Mr Colilla 750,000 Incentive Options exercisable at
$0.475 each. These Options vest in two equal tranches on 12 December 2013 and 12 December 2014 and expire
on 22 December 2015.
Mr Colilla was also granted the following Performance Rights:
(cid:127)
(cid:127)
(cid:127)
(cid:127)
100,000 Performance Rights exercisable for Nil consideration each on or before 30 June 2014;
100,000 Performance Rights exercisable for Nil consideration each on or before 30 June 2015;
200,000 Performance Rights exercisable for Nil consideration each on or before 31 December 2016; and
250,000 Performance Rights exercisable for Nil consideration each on or before 31 December 2017.
All Performance Rights vest after the achievement of various milestones as approved in the Berkeley Resources
Limited Employee Performance Rights Plan.
Exercise of Options Granted as Remuneration
During the financial year ended 30 June 2013, there were no Options that were exercised by Key Management
Personnel (2012: Nil).
End of Remuneration Report.
36
24
BERKELEY RESOURCES LIMITED
AUDITOR’S AND OFFICERS' INDEMNITIES AND INSURANCE
Under the Constitution the Company is obliged, to the extent permitted by law, to indemnify an officer (including
Directors) of the Company against liabilities incurred by the officer in that capacity, against costs and expenses
incurred by the officer in successfully defending civil or criminal proceedings, and against any liability which arises
out of conduct not involving a lack of good faith.
During the financial year, the Company has paid an insurance premium to insure Directors and officers of the
Company against certain liabilities arising out of their conduct while acting as a Director or Officer of the
Company. The net premium paid was $18,098 (2012: $18,112). Under the terms and conditions of the insurance
contract, the nature of liabilities insured against cannot be disclosed.
The Company has not, during or since the end of the financial year, indemnified or agreed to indemnify an auditor
of the Company or of any related body corporate against any liability incurred.
NON-AUDIT SERVICES
There were no non-audit services provided by the auditor (or by another person or firm on the auditor's behalf)
during the financial year.
AUDITOR'S INDEPENDENCE DECLARATION
The auditor's independence declaration is on page 85 of the Annual Report.
This report is made in accordance with a resolution of the Directors made pursuant to section 298(2) of the
Corporations Act 2001.
For and on behalf of the Directors
ROBERT BEHETS
Non-Executive Director
20 September 2013
Competent Person Statement:
The information in this report that relates to Exploration Results and Mineral Resources is based on information
compiled by Mr Craig Gwatkin, who is a Member of The Australian Institute of Mining and Metallurgy and is a full-
time employee of Berkeley Resources Limited. Mr Gwatkin 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 (‘The JORC Code’). Mr. Gwatkin consents to the inclusion in the
announcement of the matters based on his information in the form and context in which it appears.
Forward Looking Statement:
Statements regarding plans with respect to the Company’s mineral properties are forward-looking statements.
There can be no assurance that the Company’s plans for development of its mineral properties will proceed as
currently expected. There can also be no assurance that the Company will be able to confirm the presence of
additional mineral deposits, that any mineralisation will prove to be economic or that a mine will successfully be
developed on any of the Company’s mineral properties.
37
ANNUAL REPORT 2013
25
berkeley resources limited ANNUAL REPORT 2013 CONSOLIDATED STATEMENT OF PROFIT OR
LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2013
Revenue from continuing operations
Administration costs
Exploration costs
Business development costs
Other share based payments expense
Loss on disposal of assets
Loss before income tax expense
Income tax expense
Loss after income tax expense
Note
2013
$
2012
$
2
3
4
2,246,911
2,610,300
(975,298)
(11,999,142)
-
(417,918)
-
(1,000,845)
(14,531,985)
(40,254)
(497,111)
(27,640)
(11,145,447)
(13,487,535)
(43,630)
-
(11,189,077)
(13,487,535)
Other Comprehensive Income, net of income tax
Items that will not be reclassified subsequently to
profit or loss
Items that may be classified subsequently to profit or
loss
Exchange differences arising on translation of
foreign operations
Other Comprehensive Income/ (loss), net of
income tax
-
-
1,185,200
(1,055,300)
1,185,200
(1,055,300)
Total Comprehensive Loss for the year
(10,038,877)
(14,542,835)
Loss attributable to Members of Berkeley
Resources Limited
Total comprehensive loss attributable to
Members of Berkeley Resources Limited
Earnings per share
Basic loss per share from continuing operations
(cents per share)
Diluted loss per share from continuing operations
(cents per share)
(11,189,077)
(13,487,535)
(10,038,877)
(14,542,835)
(6.21)
(6.21)
(7.70)
(7.70)
The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in
conjunction with the accompanying notes.
38
26
BERKELEY RESOURCES LIMITED
CONSOLIDATED STATEMENT OF
FINANCIAL POSITION
AS AT 30 JUNE 2013
ASSETS
Current Assets
Cash and cash equivalents
Trade and other receivables
Prepaid expenditure
Total Current Assets
Non-current Assets
Exploration expenditure
Property, plant and equipment
Other financial assets
Total Non-current Assets
TOTAL ASSETS
LIABILITIES
Current Liabilities
Trade and other payables
Income tax payable
Other financial liabilities
Total Current Liabilities
TOTAL LIABILITIES
NET ASSETS
EQUITY
Equity attributable to equity holders of the
Company
Issued capital
Reserves
Accumulated losses
TOTAL EQUITY
Note
23(b)
5
6
7
8
9
10
4
11
12
13
14
2013
$
2012
$
27,736,790
796,168
-
37,716,585
621,269
85,256
28,532,958
38,423,110
14,173,930
1,881,538
70,450
16,125,918
13,011,723
1,209,771
100,504
14,321,998
44,658,876
52,745,108
2,215,203
43,630
263,443
2,522,276
1,049,812
-
104,524
1,154,336
2,522,276
1,154,336
42,136,600
51,590,772
119,061,813
118,930,526
30,673
585,382
(76,955,886)
(67,925,136)
42,136,600
51,590,772
The above Statement of Financial Position should be read in conjunction with the accompanying Notes
39
ANNUAL REPORT 2013
27
berkeley resources limited ANNUAL REPORT 2013 CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2013
Note
2013
$
2012
$
Cash flows from operating activities
Payments to suppliers and employees
Interest received
Rebates received
(11,492,269)
1,476,989
737,198
Net cash inflow/(outflow) from operating
activities
23
(9,278,083)
Cash flows from investing activities
Exploration acquisition costs
Security bond deposit
Proceeds from sale of property, plant and
equipment
(36,489)
-
-
Payments for property, plant and equipment
(798,644)
Net cash inflow/(outflow) from investing
activities
(835,133)
Cash flows from financing activities
Proceeds from issue of shares and options
71,786
Transaction costs from issue of shares and
options
-
Net cash inflow from financing activities
71,786
(15,836,784)
2,439,166
153,635
(13,243,983)
(92,797)
3,000
2,422
(1,021,888)
(1,109,263)
1,500,000
(6,270)
1,493,730
Net increase/(decrease) in cash and cash
equivalents held
Cash and cash equivalents at the
beginning of the financial year
Effects of exchange rate changes on
cash and cash equivalents
Cash and cash equivalents at the end of
the financial year
(10,041,430)
(12,859,516)
37,716,585
50,599,785
61,635
(23,684)
23
27,736,790
37,716,585
The above Statement of Cash Flows should be read in conjunction with the accompanying Notes
40
28
BERKELEY RESOURCES LIMITED
CONSOLIDATED STATEMENT OF
CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2013
Issued Capital
Share Based
Payments
Reserve
$
$
Foreign
Currency
Translation
Reserve
$
Accumulated
Losses
Total Equity
$
$
As at 1 July 2012
118,930,526
4,363,630
(3,778,248)
(67,925,136)
51,590,772
Net loss for the year
Other Comprehensive Income:
Exchange differences arising on
translation of foreign operations
Total comprehensive loss
Transactions with owners,
recorded directly in equity:
Exercise of listed options
Reversal of share issue costs
Issue of options
Adjustment for expired options
Cost of share based payments
(11,189,077)
(11,189,007)
1,185,200
-
1,185,200
1,185,200
(11,189,077)
(10,003,877)
-
-
-
-
-
-
-
-
2,158,327
71,287
60,000
500
-
-
417,918
-
-
71,287
60,000
-
-
-
-
-
-
-
500
(2,158,327)
417,918
As at 30 June 2013
119,061,813
2,623,721
(2,593,048)
(76,955,886)
42,136,600
Issued
Capital
Share Based
Payments
Reserve
$
$
Foreign
Currency
Translation
Reserve
$
Accumulated
Losses
Total Equity
$
$
As at 1 July 2011
117,624,295
6,194,728
(2,722,948)
(56,893,310)
64,202,765
Net loss for the year
Other Comprehensive Income:
Exchange differences arising on
translation of foreign operations
Total comprehensive loss
Transactions with owners,
recorded directly in equity:
Issue of shares
Share issue costs
Adjustment for expired options
Cost of share based payments
-
-
-
1,500,000
-
-
-
-
(193,769)
127,500
-
-
(2,455,709)
497,111
-
(13,487,535)
(13,487,535)
(1,055,300)
-
(1,055,300)
(1,055,300)
(13,487,535)
(14,542,835)
-
-
-
-
-
-
1,500,000
(66,269)
2,455,709
-
-
497,111
As at 30 June 2012
118,930,526
4,363,630
(3,778,248)
(67,925,136)
51,590,772
The above Statement of Changes in Equity should be read in conjunction with the accompanying Notes
41
ANNUAL REPORT 2013
29
berkeley resources limited ANNUAL REPORT 2013 NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2013
1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The significant accounting policies adopted in preparing the financial report of Berkeley Resources Limited
(“Berkeley” or “Company” or “Parent”) and its consolidated entities (“Consolidated Entity” or “Group”) for the year
ended 30 June 2013 are stated to assist in a general understanding of the financial report.
Berkeley is a company limited by shares incorporated in Australia whose shares are publicly traded on the
Australian Securities Exchange, and the Alternative Investment Market (AIM) on the London Stock Exchange.
The financial report of the Company for the year ended 30 June 2013 was authorised for issue in accordance with
a resolution of the Directors.
(a)
Basis of Preparation
The financial report is a general purpose financial report, which has been prepared in accordance with Australian
Accounting Standards (“AASBs”) adopted by the Australian Accounting Standards Board (“AASB”) and the
Corporations Act 2001. The financial statements comprise the consolidated financial statements of the Group.
For the purposes of preparing the consolidated financial statements, the Company is a for profit entity.
The financial report has also been prepared on a historical cost basis, except for available-for-sale investments
and other financial assets, which have been measured at fair value.
The financial report is presented in Australian dollars.
(b)
Statement of Compliance
The financial report complies with Australian Accounting Standards, which include Australian equivalents to
International Financial Reporting Standards (AIFRS). The financial report also complies with International
Financial Reporting Standards (IFRS).
In the current year, the Group has adopted all of the new and revised Standards and Interpretations issued by the
AASB that are relevant to its operations and effective for the current annual reporting period. These new
accounting standards have not had any significant impact on the Group’s financial report. Further details of these
new accounting standards are set out in the individual accounting policy notes below.
Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet
effective have not been adopted by the Group for the annual reporting period ended 30 June 2013. These are
outlined in the table below:
42
30
BERKELEY RESOURCES LIMITED
Application
Date for
Group
1 July 2013
Application
Date of
Standard
1 January
2013
Impact on Group
Financial Report
These
amendments are
to
not expected
any
have
significant
impact
on
the Group's
financial report.
Reference
Title
Summary
AASB 9
Financial
Instruments
includes
requirements
the
AASB 9
classification and measurement of financial
assets. It was further amended by AASB
2010-7
the
accounting for financial liabilities.
reflect amendments
for
to
to
These requirements improve and simplify the
approach for classification and measurement
of
the
financial assets compared with
requirements of AASB 139. The main changes
are described below.
(a)
(b)
(c)
are
that
assets
debt
Financial
instruments will be classified based on
(1) the objective of the entity's business
model
financial
assets; (2) the characteristics of the
contractual cash flows.
for managing
the
Allows an irrevocable election on initial
recognition to present gains and losses
on investments in equity instruments
that are not held for trading in other
comprehensive income. Dividends in
respect of these investments that are a
return
be
investment
recognised in profit or loss and there is
no impairment or recycling on disposal
of the instrument.
can
on
Financial assets can be designated
and measured at fair value through
profit or loss at initial recognition if
doing so eliminates or significantly
reduces a measurement or recognition
inconsistency that would arise from
measuring assets or
liabilities, or
recognising the gains and losses on
them, on different bases.
(d)
Where the fair value option is used for
financial liabilities the change in fair
value is to be accounted for as follows:
a.
b.
change
attributable
The
to
changes
risk are
presented in other comprehensive
income (OCI)
credit
in
The
remaining
presented in profit or loss
change
is
If this approach creates or enlarges
an accounting mismatch in the profit
or loss, the effect of the changes in
credit risk are also presented in profit
or loss.
Consequential amendments were also made
to other standards as a result of AASB 9,
introduced by AASB 2009-11 and superseded
by AASB 2010-7 and 2010-10.
AASB 10
Consolidated
Financial
Statements
AASB 10 establishes a new control model that
applies to all entities. It replaces parts of AASB
127 Consolidated and Separate Financial
Statements dealing with the accounting for
consolidated financial statements and UIG-112
Consolidation – Special Purpose Entities.
1 January
2013
These
amendments are
to
not expected
any
have
significant
impact
on
the Group's
financial report.
1 July 2013
43
ANNUAL REPORT 2013
31
berkeley resources limited ANNUAL REPORT 2013
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2013 (Continued)
1.
(b)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Statement of Compliance (Continued)
Application
Date for
Group
1 July 2013
Application
Date of
Standard
1 January
2013
Impact on Group
Financial Report
These
amendments are
to
not expected
any
have
impact
significant
on
the Group's
financial report.
1 July 2013
1 January
2013
These
amendments are
to
not expected
any
have
impact
significant
on
the Group's
financial report.
1 July 2013
1 January
2013
These
amendments are
to
not expected
any
have
impact
significant
on
the Group's
financial report.
Reference
Title
Summary
AASB 11
Joint
Arrangements
AASB 12
Disclosure of
Interests in
Other Entities
AASB 13
Fair Value
Measurement
AASB 11 replaces AASB 131 Interests in Joint
Ventures and UIG-113 Jointly- controlled
Entities – Non-monetary Contributions by
Ventures. AASB 11 uses the principle of
control in AASB 10 to define joint control, and
therefore the determination of whether joint
control exists may change.
In addition it
removes the option to account for jointly
controlled entities (JCEs) using proportionate
consolidation. Instead, accounting for a joint
arrangement is dependent on the nature of the
rights and obligations arising
the
arrangement. Joint operations that give the
venturers a right to the underlying assets and
obligations themselves is accounted for by
recognising the share of those assets and
obligations. Joint ventures that give the
venturers a right to the net assets is accounted
for using the equity method.
from
Consequential amendments were also made
to other standards via AASB 2011-7 and
amendments to AASB 128.
interests
disclosures
subsidiaries,
AASB 12 includes all disclosures relating to an
entity's
joint
in
arrangements, associates and structures
been
entities. New
introduced about the judgments made by
management to determine whether control
exists, and to require summarised information
about
joint arrangements, associates and
structured entities and subsidiaries with non-
controlling interests.
have
AASB 13 establishes a single source of
guidance for determining the fair value of
assets and liabilities. AASB 13 does not
change when an entity is required to use fair
value, but rather, provides guidance on how to
determine fair value when fair value is required
or permitted. Application of this definition may
result in different fair values being determined
for the relevant assets.
AASB 13 also expands
the disclosure
requirements for all assets or liabilities carried
at fair value. This includes information about
the assumptions made and the qualitative
impact of those assumptions on the fair value
determined.
Consequential amendments were also made
to other standards via AASB 2011-8.
44
32
BERKELEY RESOURCES LIMITED
Application
Date for
Group
1 July 2013
Application
Date of
Standard
1 January
2013
Impact on Group
Financial Report
These
amendments are
to
not expected
any
have
significant
impact
on
the Group's
financial report.
1 July 2013
1 January
2013
These
amendments are
to
not expected
any
have
impact
significant
on
the Group's
financial report.
Reference
Title
Summary
AASB 119
Employee
Benefits
Interpretation 20
Stripping Costs
in the Production
Phase of a
Surface Mine
liabilities arising
The main change introduced by this standard
is to revise the accounting for defined benefit
plans. The amendment removes the options
for accounting for the liability, and requires that
the
is
recognized in full with actuarial gains and
other
losses
comprehensive income. It also revised the
method of calculating the return on plan
assets.
from such plans
recognized
being
in
The revised standard changes the definition of
short-term employee benefits. The distinction
between short-term and other
long-term
employee benefits is now based on whether
the benefits are expected to be settled wholly
within 12 months after the reporting date.
Consequential amendments were also made
to other standards via AASB 2011-10.
This interpretation applies to stripping costs
incurred during the production phase of a
surface mine. Production stripping costs are to
be capitalised as part of an asset, if an entity
can demonstrate that it is probable future
economic benefits will be realised, the costs
can be reliable measured and the entity can
identify the component of an ore body for
which access has been improved. This asset
is to be called the “stripping activity asset”.
stripping activity asset
The
shall be
depreciated or amortised on a systematic
basis, over the expected useful life of the
identified component of the ore body that
becomes more accessible as a result of the
stripping activity. The units of production
method shall be applied unless another
method is more appropriate.
Consequential amendments were also made
to other standards via AASB 2011-12
AASB 2012-2
Amendments to
Australian
Accounting
Standards –
Disclosures –
Offsetting
Financial Assets
and Financial
Liabilities
AASB 2012-2 principally amends AASB 7
Financial Instruments: Disclosures to require
disclosure of the effect or potential effect of
netting arrangements. This includes rights of
set-off associated with the entity’s recognised
financial assets and liabilities on the entity’s
financial position, when offsetting the criteria of
AASB 132 are not all met.
1 July 2013
1 January
2013
These
amendments are
to
not expected
any
have
significant
impact
on
the Group's
financial report.
45
ANNUAL REPORT 2013
33
berkeley resources limited ANNUAL REPORT 2013
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2013 (Continued)
1.
(b)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Statement of Compliance (Continued)
Application
Date for
Group
1 July 2013
Application
Date of
Standard
1 January
2013
Impact on Group
Financial Report
These
amendments are
to
not expected
any
have
impact
significant
on
the Group's
financial report.
1 July 2013
1 July 2013
1 January
2013
1 January
2013
These
amendments are
to
not expected
any
have
impact
significant
on
the Group's
financial report.
These
amendments are
to
not expected
any
have
impact
significant
on
the Group's
financial report.
1 July 2014
1 January
2014
These
amendments are
to
not expected
any
have
impact
significant
the Group's
on
financial report.
Reference
Title
Summary
AASB 2012-5
AASB 2012-9
AASB 2011-4
AASB 2013-3
Amendments to
Australian
Accounting
Standards
arising from
Annual
Improvements
2009-2011
Cycle
Amendment to
AASB 1048
arising from the
withdrawal of
Australian
Interpretation
1039
Amendments to
Australian
Accounting
Standards to
Remove
Individual Key
Management
Personnel
Disclosure
Requirements
[AASB 124]
Amendments to
AASB
-
136
Recoverable
Amount
Disclosures
Non-Financial
Assets
for
AASB 2012-5 makes amendments resulting
from the 2009-2011 Annual Improvements
Cycle. The standard addresses a range of
improvements, including the following:
•
•
is
of
Repeat application of AASB 1
permitted (AASB 1)
comparative
Clarification
information requirements when an entity
provides a third balance sheet (AASB
101
Financial
Statements).
Presentation
the
of
AASB
2012-9
1048
amends
AASB
Interpretation of Standards to evidence the
withdrawal of Australian Interpretation 1039
Substantive Enactment of Major Tax Bills in
Australia.
This amendment deletes from AASB 124
personnel
key management
individual
disclosure requirements for disclosing entities
that are not companies. It also removes the
individual KMP disclosure requirements for all
to equity
disclosing entities
in
related party
holdings,
transactions.
loans and other
relation
AASB 2013-3 makes amendments to AASB
136 – Recoverable Amount Disclosures for
Non-Financial Assets.
The amendments
include the requirement to disclose additional
information about the fair value measurement
when the recoverable amount of impaired
assets is based on fair value less costs of
disposal. In addition, a further requirement has
been included to disclose the discount rates
that have been used in the current and
previous measurements if the recoverable
amount of impaired assets based on fair value
less costs of disposal was measured using a
present value technique. The intention of this
amendment is to harmonise the disclosure
requirements
less costs of
disposal and value in use when present value
techniques are used
the
recoverable amount of impaired assets.
to measure
fair value
for
46
34
BERKELEY RESOURCES LIMITED
Reference
Title
Summary
AASB 1053
Application of
Tiers of
Australian
Accounting
Standards
This standard establishes a differential
financial reporting framework consisting of two
tiers of reporting requirements for preparing
general purpose financial statements:
a)
b)
Tier 1: Australian Accounting Standards
Tier 2: Australian Accounting Standards
– Reduced Disclosure Requirements
Application
Date for
Group
1 July 2013
Application
Date of
Standard
1 January
2013
Impact on Group
Financial Report
These
amendments are
to
not expected
any
have
significant
impact
on
the Group's
financial report.
2
comprises
Tier
recognition,
measurement and presentation requirements
of Tier 1 and substantially reduced disclosures
corresponding to those requirements.
the
following
The
1
entities
requirements in preparing general purpose
financial statements:
apply Tier
a)
b)
For-profit entities in the private sector
that have public accountability
(as
defined in this standard)
The Australian Government and State,
Territory and Local governments
The following entities apply either Tier 2 or
Tier 1 requirements
in preparing general
purpose financial statements:
(a) For-profit private sector entities that do
not have public accountability
(b) All not-for-profit private sector entities
than
(c) Public sector entities other
the
Australian Government
and State,
Territory and Local governments.
amendments
other
to
Consequential
standards
the regime were
to
introduced by AASB 2010-2, 2011-6, 2011-11,
2012-7 and 2012-11.
implement
AASB 2012-3
Amendments to
Australian
Accounting
Standards
Offsetting
Financial Assets
and
Financial
Liabilities
–
identified
AASB 2012-3 adds application guidance to
AASB 132 Financial Instruments: Presentation
to address
in
inconsistencies
applying some of the offsetting criteria of
AASB 132, including clarifying the meaning of
“currently has a legally enforceable right of
set-off” and
that some gross settlement
systems may be considered equivalent to net
settlement.
1 July 2014
1 January
2014
These
amendments are
to
not expected
any
have
impact
significant
on
the Group's
financial report.
(c)
Principles of Consolidation
The consolidated financial statements incorporate the assets, liabilities and results of entities controlled by
Berkeley Resources Limited at reporting date. A controlled entity is any entity over which Berkeley Resources
Limited has the power to govern the financial and operating policies so as to obtain benefits from its activities.
Control will generally exist when the parent owns, directly or indirectly through subsidiaries, more than half of the
voting power of an entity. In assessing the power to govern, the existence and effect of holdings of actual and
potential voting rights are also considered.
Where controlled entities have entered or left the group during the year, the financial performance of those
entities are included only for the period of the year that they were controlled. A list of controlled entities is
contained in the financial statements.
47
ANNUAL REPORT 2013
35
berkeley resources limited ANNUAL REPORT 2013
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2013 (Continued)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
(c)
Principles of Consolidation (Continued)
In preparing the consolidated financial statements, all inter-group balances and transactions between entities in
the consolidated group have been eliminated on consolidation. Accounting policies of subsidiaries have been
changed where necessary to ensure consistency with those adopted by the parent entity.
Non-controlling interests, being the equity in a subsidiary not attributable, directly or indirectly, to a parent, are
shown separately within the Equity section of the consolidated Statement of Financial Position and Statement of
Profit or Loss and Other Comprehensive Income. The non-controlling interest’s interest in the net assets comprise
their interests at the date of the original business combination and their share of changes in equity since that date.
(d)
Business Combinations
The purchase method of accounting is used to account for business combinations regardless of whether equity
instruments or other assets are acquired. The cost of a business combination is measured as the fair value of the
assets given, shares issued or liabilities incurred or assumed at the date of exchange and the amount of any non-
controlling interest in the acquiree. For each business combination, the acquirer measures the non-controlling
interest in the acquiree either at fair value or at the proportionate share of the acquiree's identifiable net assets.
Acquisition-related costs are expensed as incurred.
Where equity instruments are issued in a business combination, the fair value of the instruments is their published
market price as at the date of exchange unless, in rare circumstances, it can be demonstrated that the published
price at the date of exchange is an unreliable indicator of fair value and that other evidence and valuation
methods provide a more reliable measure of fair value.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are
measured initially at their fair values at the acquisition date, irrespective of the extent of any non-controlling
interest. The excess of the cost of the business combination over the fair value of the Group’s share of the
identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the
net assets acquired, the difference is recognised directly in the income statement, but only after a reassessment
of the identification and measurement of the net assets acquired.
If the business combination is achieved in stages, the acquisition date fair value of the acquirer's previously held
equity interest in the acquiree is remeasured at fair value as at the acquisition date through profit or loss.
Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted
to their present value as at the date of exchange. The discount rate used is the entity’s incremental borrowing
rate, being the rate at which a similar borrowing could be obtained from an independent financier under
comparable terms and conditions.
(e)
Operating Segments
The Consolidated Entity adopted AASB 8 Operating Segments with effect from 1 July 2009. AASB 8 requires
operating segments to be identified on the basis of internal reports about components of the Consolidated Entity
that are regularly reviewed by the chief operating decision maker in order to allocate resources to the segment
and to assess its performance.
The Consolidated Entity operates in one operating segment and one geographical segment, being uranium
exploration in Spain. This is the basis on which internal reports are provided to the Directors for assessing
performance and determining the allocation of resources within the Consolidated Entity.
The Consolidated Entity’s corporate headquarters in Australia have previously been reported in the Australian
geographical segment, however, the corporate and administrative functions based in Australia are considered
incidental to Consolidated Entity’s uranium exploration activities in Spain.
48
36
BERKELEY RESOURCES LIMITED
(f)
(i)
Significant Accounting Judgements, Estimates and Assumptions
Significant accounting judgements
In the process of applying the Group's accounting policies, management has made the following judgements,
apart from those involving estimations, which have the most significant effect on the amounts recognised in the
financial statements:
Exploration and evaluation expenditure
The Group's accounting policy for exploration and evaluation expenditure is set out below. The application of this
policy necessarily requires management to make certain estimates and assumptions as to future events and
circumstances, in particular, the assessment of whether economic quantities of reserves are found. Any such
estimates and assumptions may change as new information becomes available. If, after having capitalised
expenditure under the policy, it is determined that it is unlikely to recover the expenditure by future exploitation or
sale, then the relevant capitalised amount will be written off to the income statement.
Investment in controlled entities
In prior years, the Parent made a significant judgement about the impairment of a financial asset (investment in
subsidiary). The Parent follows the guidance of AASB 136: Impairment of Assets in determining whether its
investment in subsidiaries is impaired. This determination requires significant judgement. In making this
judgement, the Group evaluates, among other factors, the duration and extent to which the fair value of an
investment is less than its cost and the financial health of and near term business outlook for the investee
including factors such as industry and operational and financing cash flows.
Recovery of Deferred Tax Assets
Judgement is required in determining whether deferred tax assets are recognised on the statement of financial
position. Deferred tax assets, including those arising from un-utilised tax losses require management to assess
the likelihood that the Group will generate taxable earnings in future periods, in order to utilise recognised
deferred tax assets. Estimates of future taxable income are based on forecast cash flows from operations and
the application of existing tax laws in each jurisdiction. To the extent that future cash flows and taxable income
differ significantly from estimates, the ability of the Group to realise the net deferred tax assets recorded at the
reporting date could be impacted. At balance date the net deferred tax assets are not recognised on the
statement of financial position.
Additionally, future changes in tax laws in the jurisdictions in which the Group operates could limit the ability of the
Group to obtain tax deductions in future periods.
Inter Company Loans
The parent company advances loans to its subsidiaries to fund exploration and other activities. A provision is
made for the loans outstanding at year end where the ultimate recoverability of the loans advanced is uncertain.
Recoverability will depend on the successful exploitation or sale of the exploration assets of the subsidiaries.
(ii)
Significant accounting estimates and assumptions
The carrying amounts of certain assets and liabilities are often determined based on estimates and assumptions
of future events. The key estimates and assumptions that have a significant risk of causing a material adjustment
to the carrying amounts of certain assets and liabilities within the next reporting period are:
Share based payments
The Group measures the cost of equity-settled transactions by reference to the fair value of the equity instruments
at the date at which they are granted. The fair value is determined by an external valuer using a binomial model or
Black-Scholes model.
49
ANNUAL REPORT 2013
37
berkeley resources limited ANNUAL REPORT 2013 NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2013 (Continued)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
(g)
Revenue Recognition
Revenue is recognised to the extent that it is probable that economic benefits will flow to the Group and the
revenue can be reliably measured. Revenue is measured at the fair value of the consideration received or
receivable. The following specific recognition criteria must also be met before revenue is recognised:
(i)
Sale of Goods
Revenue is recognised when the significant risks and rewards of ownership of the goods have passed to the
buyer and can be measured reliably. Risks and rewards are considered passed to the buyer at the time of
delivery of the goods to the customer.
(ii)
Interest
Interest revenue is recognised as the interest accrues (using the effective interest method, which is the rate that
exactly discounts estimated future cash receipts through the expected life of the financial instrument) to the net
carrying value amount of the financial asset.
(h)
Foreign Currency Translation
Both the functional and presentation currency of Berkeley at 30 June 2013 was Australian Dollars.
The following table sets out the functional currency of the subsidiary (unless dormant) of the Group:
Company Name
Functional Currency
Minera de Rio Alagon, S.L.
Berkeley Exploration Limited
Berkeley Minera Espana, S.A.
Geothermal Energy Sources, S.L.
Euro
A$
Euro
Euro
Each entity in the Group determines its own functional currency and items included in the financial statements of
each entity are measured using that functional currency.
Transactions in foreign currencies are initially recorded in the functional currency at the exchange rates ruling at
the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at
the rate of exchange ruling at the balance sheet date.
All exchange differences in the consolidated financial report are taken to the income statement with the exception
of differences in foreign currency borrowings that provide a hedge against a net investment in a foreign entity and
exchange differences on intercompany loans which are not expected or planned to be repaid. These are taken
directly to equity until the disposal of the net investment, at which time they are recognised in the income
statement. Tax charges and tax credits attributable to exchange differences on those borrowings are also
recognised in equity.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the
exchange rate as at the date of the initial transaction. Non-monetary items that are measured at fair value in a
foreign currency are translated using the exchange rates at the date when the fair value was determined.
Where the functional currency of a subsidiary of Berkeley Resources Limited is not Australian Dollars the assets
and liabilities of the subsidiary at reporting date are translated into the presentation currency of Berkeley at the
rate of exchange ruling at the balance sheet date and the income statements are translated by applying the
average exchange rate for the year.
Any exchange differences arising on this retranslation are taken directly to the foreign currency translation reserve
in equity. On disposal of a foreign entity, the deferred cumulative amount recognised in equity and relating to that
particular foreign operation is recognised in the Statement of Profit or Loss and Other Comprehensive Income.
50
38
BERKELEY RESOURCES LIMITED
(i)
Income Tax
The income tax expense for the year is the tax payable on the current period's taxable income based on the
national income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable
to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial
statements, and to unused tax losses.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply
when the assets are recovered or liabilities are settled, based on those tax rates which are enacted or
substantively enacted for each jurisdiction. The relevant tax rates are applied to the cumulative amounts of
deductible and taxable temporary differences to measure the deferred tax asset or liability. An exception is made
for certain temporary differences arising from the initial recognition of an asset or a liability. No deferred tax asset
or liability is recognised in relation to these temporary differences if they arose on goodwill or in a transaction,
other than a business combination, that at the time of the transaction did not affect either accounting profit or
taxable profit or loss.
Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and
tax bases of investments in controlled entities where the Parent Entity is able to control the timing of the reversal
of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is
probable that future taxable amounts will be available to utilise those temporary differences and losses.
The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the
extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred
income tax asset to be utilised.
Unrecognised deferred income tax assets are reassessed at each balance date and are recognised to the extent
that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised
directly in equity.
Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current
tax assets against tax liabilities and the deferred tax liabilities relate to the same taxable entity and the same
taxation authority.
The Board of Berkeley Resources Limited has not yet resolved to consolidate eligible entities within the Group for
tax purposes. The Board will review this position annually, before lodging of that years income tax return.
(j)
Cash and Cash Equivalents
“Cash and cash equivalents” includes cash on hand, deposits held at call with financial institutions, other short-
term highly liquid investments that are readily convertible to known amounts of cash and which are subject to an
insignificant risk of changes in value. For the purposes of the Statement of Cash Flows, cash and cash
equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts.
51
ANNUAL REPORT 2013
39
berkeley resources limited ANNUAL REPORT 2013 NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2013 (Continued)
1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
(k)
Impairment of Assets
The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any
such indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate
of the asset's recoverable amount. An asset's recoverable amount is the higher of its fair value less costs to sell
and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows
that are largely independent of those from other assets of groups of assets and the asset's value in use cannot be
estimated to be close to its fair value. In such cases the asset is tested for impairment as part of the cash-
generating unit to which it belongs. When the carrying amount of an asset or cash-generating unit exceeds its
recoverable amount, the asset or cash-generating unit is considered impaired and is written down to its
recoverable amount.
In assessing the value in use, the estimated future cash flows are discounted to their present value using a pre-
tax discount rate that reflects current market assessments of the time value of money and the risks specific to the
asset. Impairment losses relating to continuing operations are recognised in those expense categories consistent
with the function of the impaired asset unless the asset is carried at a revalued amount (in which case the
impairment loss is treated as a revaluation decrease).
An assessment is also made at each reporting date as to whether there is any indication that previously
recognised impairment losses may no longer exist or may have decreased. If such indication exists, the
recoverable amount is estimated. A previously recognised impairment loss is reversed only if there has been a
change in the estimates used to determine the asset's recoverable amount since the last impairment loss was
recognised. If that is the case the carrying amount of the asset is increased to its recoverable amount. That
increase amount cannot exceed the carrying amount that would have been determined, net of depreciation, had
no impairment loss been recognised for the asset in prior years. Such reversal is recognised in profit or loss
unless the asset is carried at a revalued amount, in which case the reversal is treated as a revaluation increase.
After such a reversal the depreciation charge is adjusted in future periods to allocate the asset's revised carrying
amount, less any residual value, on a systematic basis over its remaining useful life.
(l)
Trade and Other Receivables
Trade receivables are initially recognised and carried at original invoice amount less an allowance for any
uncollectible amounts. Trade receivables are due for settlement no more than 30 days from the date of
recognition. An allowance for doubtful debts is made when there is objective evidence that the Group will not be
able to collect the debts. Bad debts are written off when identified.
(m)
Fair Value Estimation
The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for
disclosure purposes.
The fair value of financial instruments traded in active markets (such as publicly traded derivatives, and trading
and available-for-sale securities) is based on quoted market prices at the balance sheet date. The quoted market
price used for financial assets held by the Group is the current bid price; the appropriate quoted market price for
financial liabilities is the current ask price.
The fair value of financial instruments that are not traded in an active market (for example, over the counter
derivatives) is determined using valuation techniques. The Group uses a variety of methods and makes
assumptions that are based on market conditions existing at each balance date. Quoted market prices or dealer
quotes for similar instruments are used for long-term debt instruments held. Other techniques, such as
discounted cash flows, are used to determine fair value for the remaining financial instruments. The fair value of
interest-rate swaps is calculated as the present value of the estimated future cash flows. The fair value of forward
exchange contracts is determined using forward exchange market rates at the balance sheet date.
The nominal value less estimated credit adjustments of trade receivables and payables are assumed to
approximate their fair values. The fair value of financial liabilities for disclosure purposes is estimated by
discounting the future contractual cash flows at the current market interest rate that is available to the Group for
similar financial instruments.
52
40
BERKELEY RESOURCES LIMITED
(n)
Investments and Other Financial Assets
Financial assets in the scope of AASB 139 Financial Instruments: Recognition and Measurement are classified as
either financial assets at fair value through profit or loss, loan and receivables, held-to-maturity investments, or
available-for-sale investments, as appropriate. When financial assets are recognised initially they are measured
at fair value, plus, in the case of investments not at fair value through profit or loss, directly attributable transaction
costs. The Group determines the classification of its financial assets after initial recognition and, when allowed
and appropriate, re-evaluates this designation at each financial year-end.
(i)
Financial assets at fair value through profit or loss
This category has two sub-categories: financial assets held for trading, and those designated at fair value through
profit or loss on initial recognition. A financial asset is classified in this category if acquired principally for the
purpose of selling in the short term or if so designated by management. The policy of management is to designate
a financial asset at fair value through profit or loss if there exists the possibility it will be sold in the short term and
the asset is subject to frequent changes in value. Derivatives are also categorised as held for trading unless they
are designated as hedges. Assets in this category are classified as current assets if they are either held for
trading or are expected to be realised within twelve months of the statement of financial position.
(ii)
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted
in an active market. They arise when the Group provides money, goods or services directly to a debtor with no
intention of selling the receivable. They are included in current assets, except for those with maturities greater
than twelve months after the balance sheet date which are classified as non-current assets. Loans and
receivables are included in receivables in the statement of financial position.
(iii)
Held-to-maturity investments
Non-derivative financial assets with fixed or determinable payments and fixed maturity are classified as held-to-
maturity when the Group has the positive intention and ability to hold to maturity. Investments intended to be held
for an undefined period are not included in this classification. Investments that are intended to be held-to-
maturity, such as bonds, are subsequently measured at amortised cost. This cost is computed as the amount
initially recognised minus principal repayments, plus or minus the cumulative amortisation using the effective
interest method of any difference between the initially recognised amount and the maturity amount. This
calculation includes all fees and points paid or received between parties to the contract that are an integral part of
the effective interest rate, transaction costs and all other premiums and discounts. For investments carried at
amortised cost, gains and losses are recognised in profit or loss when the investments are derecognised or
impaired, as well as through the amortisation process.
(iv)
Available-for-sale financial assets
Available-for-sale financial assets, comprising principally marketable equity securities, are non-derivatives that are
either designated in this category or not classified in any of the other categories. They are included in non-current
assets unless management intends to dispose of the investment within twelve months of the balance date.
Purchases and sales of investments are recognised on trade-date – the date on which the Group commits to
purchase or sell the asset. Investments are initially recognised at fair value plus transaction costs for all financial
assets not carried at fair value through profit or loss. Financial assets are derecognised when the rights to
receive cash flows from the financial assets have expired or have been transferred and the Group has transferred
substantially all the risks and rewards of ownership.
53
ANNUAL REPORT 2013
41
berkeley resources limited ANNUAL REPORT 2013 NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2013 (Continued)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
(n)
Investments and Other Financial Assets (continued)
Available-for-sale financial assets and financial assets designated through profit or loss are subsequently carried
at fair value. Loans and receivables and held-to-maturity investments are carried at amortised cost using the
effective interest rate method. Realised and unrealised gains and losses arising from changes in the fair value of
the 'financial assets at fair value through profit or loss' category are included in the income statement in the period
in which they arise. Unrealised gains and losses arising from changes in the fair value of non-monetary securities
classified as available-for-sale are recognised in equity in the net unrealised gains reserve. When securities
classified as available-for-sale are sold or impaired, the accumulated fair value adjustments previously reported in
equity are included in the income statement as gains and losses on disposal of investment securities. The Group
assesses at each balance date whether there is objective evidence that a financial asset or group of financial
assets is impaired. In the case of equity securities classified as available for sale, a significant or prolonged
decline in the fair value of a security below its cost is considered in determining whether the security is impaired.
If any such evidence exists for available-for-sale financial assets, the cumulative loss – measured as the
difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset
previously recognised in profit and loss – is transferred from equity to the income statement. Impairment losses
recognised in the income statement on equity instruments classified as held for sale are not reversed through the
income statement.
(o)
Property, Plant and Equipment
Plant and equipment is stated at historical cost less accumulated depreciation and any accumulated impairment
losses. Historical cost includes expenditure that is directly attributable to the acquisition of the items.
Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate,
only when it is probable that future economic benefits associated with the item will flow to the Group and the cost
of the item can be measured reliably. All other repairs and maintenance are charged to the income statement
during the financial period in which they are incurred.
Plant and equipment are depreciated on a reducing balance or straight line basis at rates based upon their
effective lives as follows:
Plant and equipment
Life
2 - 13 years
The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each balance date.
An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is
greater than its estimated recoverable amount.
An item of plant and equipment is derecognised upon disposal or when no further economic benefits are expected
from its use or disposal. Gains and losses on disposals are determined by comparing the net disposal proceeds
with carrying amount of the asset. These are included in the profit or loss in the period the asset is derecognised.
(p)
Trade and Other Payables
Trade payables and other payables are carried at amortised cost and represent liabilities for the goods and
services provided to the Group prior to the end of the financial year that are unpaid and arise when the Group
becomes obliged to make future payments in respect of the purchase of these goods and services. The amounts
are unsecured and are usually paid within 30 days.
(q)
Employee Leave Benefits
Liabilities for wages and salaries, including non-monetary benefits and annual leave expected to be settled within
twelve months of the reporting date are recognised in provisions in respect of employees' services up to the
reporting date, and are measured at the amounts expected to be paid when the liabilities are settled. Liabilities
for non-accumulating sick leave are recognised when the leave is taken and measured at the rates paid or
payable.
54
42
BERKELEY RESOURCES LIMITED
(r)
Issued Capital
Ordinary shares are classified as equity. Issued and paid up capital is recognised at the fair value of the
consideration received by the Company.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction,
net of tax, from the proceeds.
(s)
Dividends
Provision is made for the amount of any dividend declared on or before the end of the year but not distributed at
balance date.
(t)
Earnings per Share (EPS)
Basic earnings per share is calculated by dividing the profit or loss attributable to equity holders of the Company,
excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary
shares outstanding during the year, adjusted for bonus elements in ordinary shares issued during the year.
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into
account the after tax effect of interest and other financing costs associated with dilutive potential ordinary shares
and the weighted average number of shares assumed to have been issued for no consideration in relation to
dilutive potential ordinary shares.
(u)
Exploration and Evaluation Expenditure
Expenditure on exploration and evaluation is accounted for in accordance with the 'area of interest' method and
with AASB 6 Exploration for and Evaluation of Mineral Resources, which is the Australian equivalent of IFRS 6.
For each area of interest, expenditure incurred in the acquisition of rights to explore is capitalised, classified as
tangible or intangible, and recognised as an exploration and evaluation asset. Exploration and evaluation assets
are measured at cost at recognition. Exploration and evaluation expenditure incurred by the Group subsequent to
acquisition of the rights to explore is expensed as incurred.
A provision for unsuccessful exploration and evaluation is created against each area of interest by means of a
charge to the income statement.
The recoverable amount of each area of interest is determined on a bi-annual basis and the provision recorded in
respect of that area adjusted so that the net carrying amount does not exceed the recoverable amount. For areas
of interest that are not considered to have any commercial value, or where exploration rights are no longer
current, the capitalised amounts are written off against the provision and any remaining amounts are charged
against profit or loss.
Recoverability of the carrying amount of the exploration and evaluation assets is dependent on successful
development and commercial exploitation, or alternatively, sale of the respective areas of interest.
55
ANNUAL REPORT 2013
43
berkeley resources limited ANNUAL REPORT 2013 NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2013 (Continued)
1.
(v)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Goods and Services Tax
Revenues, expenses and assets are recognised net of the amount of GST except:
(cid:127)
(cid:127)
when the GST incurred on a purchase of goods and services is not recoverable from the taxation
authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of
the expense item as applicable; and
receivables and payables are stated with the amount of GST included.
The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or
payables in the statement of financial position.
Cash flows are included in the Statement of cash flows on a gross basis and the GST component of cash flows
arising from investing and financing activities, which are recoverable from, or payable to, the taxation authority,
are classified as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the
taxation authority.
(w)
Share Based Payments
(i)
Equity settled transactions:
The Group provides benefits to directors, employees, consultants and other advisors of the Group in the form of
share-based payments, whereby the directors, employees, consultants and other advisors render services in
exchange for shares or rights over shares (equity-settled transactions).
The cost of these equity-settled transactions is measured by reference to the fair value of the equity instruments
at the date at which they are granted. The fair value is determined by an external valuer using a binomial model or
Black-Scholes model.
In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions
linked to the price of the shares of Berkeley (market conditions) if applicable.
The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the
period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant
employees become fully entitled to the award (the vesting period).
The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date
reflects (i) the extent to which the vesting period has expired and (ii) the Group's best estimate of the number of
equity instruments that will ultimately vest. No adjustment is made for the likelihood of market performance
conditions being met as the effect of these conditions is included in the determination of fair value at grant date.
The income statement charge or credit for a period represents the movement in cumulative expense recognised
as at the beginning and end of that period.
No expense is recognised for awards that do not ultimately vest, except for awards where vesting is only
conditional upon a market condition.
If the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had
not been modified. In addition, an expense is recognised for any modification that increases the total fair value of
the share-based payment arrangement, or is otherwise beneficial to the employee, as measured at the date of
modification.
If an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense
not yet recognised for the award is recognised immediately. However, if a new award is substituted for the
cancelled award and designated as a replacement award on the date that it is granted, the cancelled and new
award are treated as if they were a modification of the original award, as described in the previous paragraph.
The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of
earnings per share.
56
44
BERKELEY RESOURCES LIMITED
(x)
Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past
event, it is probable that an outflow of resources embodying economic benefits will be required to settle the
obligation and a reliable estimate can be made of the amount of the obligation.
When the Group expects some or all of a provision to be reimbursed, for example under an insurance contract,
the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The
expense relating to any provision is presented in the income statement net of any reimbursement.
2.
REVENUE AND OTHER INCOME FROM
CONTINUING OPERATIONS
Revenue – Interest Income
R&D Rebate received
Other Income
3.
EXPENSES AND LOSSES FROM
CONTINUING OPERATIONS
Loss from ordinary activities before income tax expense
includes the following specific expenses:
(a)
Expenses
Depreciation and amortisation
- Plant and equipment
(b) Employee Benefits Expense
Salaries, wages and fees
Defined contribution/Social Security
Share-based payments (refer Note 18)
Total Employee Benefits Expense
2013
$
2012
$
1,509,713
2,448,221
737,198 153,635
-
2,246,911
8,444
2,610,300
163,367
159,318
2,406,041
392,153
417,918
3,216,112
3,011,542
450,525
497,111
3,959,178
57
ANNUAL REPORT 2013
45
berkeley resources limited ANNUAL REPORT 2013 NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2013 (Continued)
4.
INCOME TAX EXPENSE
(a)
Recognised in the Income Statement
Current income tax
Current income tax expense/(benefit)
Adjustments in respect of current income tax of previous
years
Deferred income tax
Origination and reversal of temporary differences
Deferred tax asset not previously brought to account
Deferred tax asset not brought to account
Income tax expense reported in the income statement
(b)
Recognised Directly in Equity
Deferred income tax related to items charged or credited
directly to equity
Unrealised gain on available for sale financial assets
Transfer from equity to profit and loss on sale
Temporary differences not brought to account
Income tax expense reported in equity
2013
$
2012
$
43,630
(286,097)
1,841,184
(1,526,543)
(1,229,843)
(611,341)
-
43,630
-
-
-
-
(3,628,520)
-
5,441,160
-
-
-
-
-
(c)
Reconciliation Between Tax Expense and
Accounting Profit/(Loss) Before Income Tax
Accounting profit/(loss) before income tax
(11,145,447)
(13,487,535)
At the domestic income tax rate of 30% (2012: 30%)
(3,343,634)
(4,046,260)
Expenditure not allowable for income tax purposes
Income not assessable for income tax purposes
Foreign currency exchange gains and other translation
adjustments
Adjustments in respect of current income tax of previous
years
Previously unrecognised tax losses brought to account
Temporary differences not previously brought to account
Deferred tax assets not brought to account
Income tax expense reported in the income statement
205,882
(234,528)
174,983
(55,934)
2,098,808
12,594
1,841,184
(1,526,543)
-
(611,341)
-
43,630
-
-
5,441,160
-
58
46
BERKELEY RESOURCES LIMITED
(d)
Deferred Income Tax
Deferred income tax at 30 June 2013 relates to the
following:
Deferred Tax Liabilities
Accrued interest
Exploration and evaluation assets
Deferred tax assets used to offset deferred tax liabilities
Deferred Tax Assets
Other financial assets
Accrued expenditure
Provisions
Exploration and evaluation assets
Tax losses available to offset against future taxable
income
Deferred tax assets used to offset deferred tax liabilities
Deferred tax assets not brought to account
2013
$
2012
$
9,817
-
(9,817)
-
-
12,675
-
4,453,316
5,190,539
(9,817)
(9,646,712)
-
2,717
-
(2,717)
-
-
18,600
-
4,065,604
6,176,566
(2,717)
(10,258,053)
-
This future income tax benefit will only be obtained if:
(cid:127)
(cid:127)
(cid:127)
future assessable income is derived of a nature and of an amount sufficient to enable the benefit to be
realised;
the conditions for deductibility imposed by tax legislation continue to be complied with; and
no changes in tax legislation adversely affect the Company in realising the benefit.
(e)
Tax Consolidations
As Berkeley Resources Limited is the only Australian company in the Group, tax consolidations are not
applicable.
59
ANNUAL REPORT 2013
47
berkeley resources limited ANNUAL REPORT 2013 NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2013 (Continued)
5.
CURRENT ASSETS – TRADE AND OTHER
RECEIVABLES
GST and other taxes receivable
Interest receivable
Other
All trade and other receivables are current and there are no
amounts impaired
6.
CURRENT ASSETS – PREPAYMENTS
2013
$
2012
$
539,753
32,725
223,690
796,168
299,814
9,055
312,400
621,269
Prepaid expenses
-
85,256
7.
NON-CURRENT ASSETS – EXPLORATION
EXPENDITURE
The group has mineral exploration costs carried forward in
respect of areas of interest:
Areas in exploration at cost:
Balance at the beginning of year
Net additions
Foreign exchange differences
Capitalised exploration expenditure written off
13,011,723
36,489
1,125,718
14,173,930
-
13,646,937
91,744
(726,958)
13,011,723
-
Balance at end of year
14,173,930
13,011,723
The value of the exploration interests is dependent upon the discovery of commercially viable reserves and the successful
development or alternatively sale, of the respective tenements. An amount of €6m (A$8.53m) relates to the capitalisation of the
fees paid to ENUSA under the Co-operation Agreement relating to the tenements within the State Reserves. The Company
reached agreement with ENUSA in July 2012 in the form of an Addendum to the Consortium Agreement signed in January
2009. The Addendum includes the following terms:
•
•
•
•
•
•
•
The Consortium now consists of State Reserves 28 and 29;
Berkeley's stake in the Consortium has increased to 100%;
ENUSA will remain the owner of State Reserves 28 and 29, however the exploitation rights have been assigned to
Berkeley, together with authority to submit all applications for the permitting process;
The Company is now the sole and exclusive operator in the Addendum Reserves, with the right to exploit the contained
uranium resources and have full ownership of any uranium produced;
ENUSA will receive a production fee equivalent to 2.5% of the net sale value (after marketing and transport costs) of any
uranium produced within the Addendum Reserves;
Berkeley has waived its rights to mining in State Reserves 2,25, 30, 31, Hoja 528-1 and the Saelices El Chico Exploitation
Concession, and has waived any rights to management of the Quercus plant; and
The Co-operation Agreement with ENUSA, signed on 29 January 2009, has been terminated.
60
48
BERKELEY RESOURCES LIMITED
8.
NON-CURRENT ASSETS – PROPERTY,
PLANT AND EQUIPMENT
(a)
Plant and equipment
At beginning of financial year, net of accumulated
depreciation and impairment
Additions
Depreciation charge for the year
Disposals
Foreign exchange differences
At end of financial year, net of accumulated
depreciation and impairment
At beginning of financial year
Cost
Accumulated depreciation and impairment
Net carrying amount
At end of financial year
Cost
Accumulated depreciation and impairment
Net carrying amount
(b)
Property
At beginning of financial year, net of accumulated
depreciation and impairment
Additions
Depreciation charge for the year
Foreign exchange differences
At end of financial year, net of accumulated
depreciation and impairment
At beginning of financial year
Cost
Accumulated depreciation and impairment
Net carrying amount
At end of financial year
Cost
Accumulated depreciation and impairment
Net carrying amount
2013
$
2012
$
357,410
353,230
(143,823)
(367,168)
221,115
437,945
127,524
(159,318)
(12,293)
(36,448)
420,764
357,410
1,079,797
(722,387)
357,410
1,109,129
(688,365)
420,764
852,361
445,413
(19,544)
182,544
1,068,428
(630,483)
437,945
1,079,797
(722,387)
357,410
-
894,362
-
(42,001)
1,460,774
852,361
852,361
-
852,361
1,482,871
(22,097)
1,460,774
-
-
-
852,361
-
852,361
61
ANNUAL REPORT 2013
49
berkeley resources limited ANNUAL REPORT 2013 NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2013 (Continued)
8.
NON-CURRENT ASSETS – PROPERTY,
PLANT AND EQUIPMENT (Continued)
(c)
Reconciliation
At beginning of financial year, net of accumulated
depreciation and impairment
Additions
Depreciation charge for the year
Disposals
Foreign exchange differences
2013
$
2012
$
1,209,771
789,644
(163,367)
(367,168)
412,658
437,945
1,021,886
(159,318)
(12,293)
(78,449)
At end of financial year, net of accumulated depreciation
and impairment
1,881,538
1,209,771
9.
NON-CURRENT ASSETS – OTHER
FINANCIAL ASSETS
Security bonds
70,449
100,504
10.
CURRENT LIABILITIES – TRADE AND
OTHER PAYABLES
Trade creditors
Accrued expenses
All trade and other payables are current. There are no overdue
amounts.
11.
CURRENT LIABILITIES – OTHER
FINANCIAL LIABILITIES
2,172,953
42,250
2,215,203
987,812
62,000
1,049,812
Other Financial Liabilities
263,443
104,524
12.
ISSUED CAPITAL
(a)
Issued and Paid up Capital
179,393,323 (2012: 179,298,273) fully paid ordinary
shares
119,061,813
118,930,526
Effective 1 July 1998, the Corporations legislation in place abolished the concepts of authorised capital and par value
shares. Accordingly, the Parent Entity does not have authorised capital nor par value in respect of its issued shares.
Note
(i)
62
50
BERKELEY RESOURCES LIMITED
(b)
Movements in Ordinary Share Capital During the Past Two Years:
Details
Opening Balance 1 July 2011
Number of
Shares
174,298,273
Issue Price
$
Issue of Shares – Placement (Apr 12)
5,000,000
0.30
Share issue expenses
Closing Balance 30 June 2012
Opening Balance 1 July 2012
179,298,273
179,298,273
Issue of Shares – Listed option conversions
95,050
0.75
Reversal of Share issue expense
Closing Balance 30 June 2013
-
179,393,323
(c)
Terms and conditions of Ordinary Shares
(i)
General
117,624,295
1,500,000
(193,769)
118,930,526
118,930,526
71,287
60,000
119,061,813
The ordinary shares (“Shares”) are ordinary shares and rank equally in all respects with all ordinary shares in the
Company.
The rights attaching to the Shares arise from a combination of the Company's Constitution, statute and general
law. Copies of the Company's Constitution are available for inspection during business hours at its registered
office.
(ii)
Reports and Notices
Shareholders are entitled to receive all notices, reports, accounts and other documents required to be furnished to
shareholders under the Company's Constitution, the Corporations Act and the Listing Rules.
(iii)
Voting
Subject to any rights or restrictions at the time being attached to any class or classes of shares, at a general
meeting of the Company on a show of hands, every ordinary Shareholder present in person, or by proxy, attorney
or representative (in the case of a Company) has one vote and upon a poll, every Shareholder present in person,
or by proxy, attorney or representative (in the case of a Company) has one vote for any Share held by the
Shareholder.
A poll may be demanded by the Chairperson of the meeting, any 5 Shareholders entitled to vote in person or by
proxy, attorney or representative or by any one or more Shareholders holding not less than 5% of the total voting
rights of all Shareholders having the right to vote.
(iv)
Variation of Shares and Rights Attaching to Shares
Shares may be converted or cancelled with member approval and the Company's share capital may be reduced
in accordance with the requirements of the Corporations Act.
Class rights attaching to a particular class of shares may be varied or cancelled with the consent in writing of
holders of 75% of the shares in that class or by a special resolution of the holders of shares in that class.
(v)
Unmarketable Parcels
The Company may procure the disposal of Shares where the member holds less than a marketable parcel of
Shares within the meaning of the Listing Rules (being a parcel of shares with a market value of less than $500).
To invoke this procedure, the Directors must first give notice to the relevant member holding less than a
marketable parcel of Shares, who may then elect not to have his or her Shares sold by notifying the Directors.
63
ANNUAL REPORT 2013
51
berkeley resources limited ANNUAL REPORT 2013 NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2013 (Continued)
12.
ISSUED CAPITAL (Continued)
(c)
(vi)
Terms and conditions of Ordinary Shares (Continued)
Changes to the Constitution
The Company's Constitution can only be amended by a special resolution passed by at least three quarters of the
members present and voting at a general meeting of the Company. At least 28 days' written notice specifying the
intention to propose the resolution as a special resolution must be given.
(vii)
Listing Rules
Provided the Company remains admitted to the Official List of the Australian Securities Exchange Ltd, then
despite anything in the Constitution, no act may be done that is prohibited by the Listing Rules, and authority is
given for acts required to be done by the Listing Rules. The Company's Constitution will be deemed to comply
with the Listing Rules as amended from time to time.
13.
RESERVES
Note
13(b)
13(c)
2013
$
2012
$
2,623,721
4,363,630
(2,593,048)
(3,778,248)
30,673
585,382
Share based payments reserve
Foreign currency translation reserve
(a)
Nature and Purpose of Reserves
Share based payments reserve
The Share based payments reserve records the fair value of share based payments made by the Company.
Foreign currency translation reserve
Exchange differences arising on translation of a foreign controlled entity are taken to the foreign currency
translation reserve, as described in Note 1(h). The reserve is recognised in profit and loss when the net
investment is disposed of.
64
52
BERKELEY RESOURCES LIMITED
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65
berkeley resources limited ANNUAL REPORT 2013
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2013 (Continued)
13.
RESERVES (Continued)
(c) Movements During the Past Two Years
Foreign Currency Translation Reserve
Opening balance
Translation of foreign operations
Closing balance
14.
ACCUMULATED LOSSES
2013
$
2012
$
(3,778,248)
1,185,200
(2,593,048)
(2,722,948)
(1,055,300)
(3,778,248)
Balance at beginning of year
(67,925,136)
(56,893,310)
Transfer from share based payments reserve
2,158,327
2,455,709
Net loss
Balance at end of year
(a)
Dividends
(11,189,077)
(13,487,535)
(76,955,886)
(67,925,136)
No dividends were declared or paid during or since the end of the financial year.
(b)
Franking Credits
In respect to the payment of dividends by Berkeley in subsequent reporting periods (if any), no franking credits
are currently available, or are likely to become available in the next 12 months.
15.
PARENT ENTITY INFORMATION
Current assets
Total assets
Current liabilities
Total liabilities
Net Assets
Issued Capital
Reserves
Accumulated losses
Total equity
Parent
2013
$
26,665,531
33,035,048
160,658
160,658
2012
$
37,614,940
43,981,714
324,840
324,840
32,874,390
43,656,874
119,061,813
118,930,526
2,623,721
4,363,630
(88,811,144)
(79,637,282)
32,874,390
43,656,874
Profit/(Loss) of the parent entity
Total comprehensive Profit/(Loss) of the parent entity
(11,332,189)
(11,332,189)
(14,865,932)
(14,865,932)
The Parent Company had no commitments or contingencies at 30 June 2013.
66
54
BERKELEY RESOURCES LIMITED
16.
RELATED PARTY DISCLOSURES
(a)
Subsidiaries
The consolidated financial statements include the financial statements of the Company and the subsidiaries listed
in the following table:
Name of Controlled Entity
Place of
Incorporation
Equity Interest
Investment
Minera de Rio Alagon. S.L.
Berkeley Exploration Ltd
Berkeley Minera Espana, S.A.
Geothermal Energy Sources, S.L.
Spain
UK
Spain
Spain
2013
%
100(1)
100
100(2)
100(3)
2012
%
100(1)
100
100(2)
100(3)
2013
$
2012
$
5,481,411
5,481,411
-
-
-
-
-
-
5,481,411
5,481,411
Notes
(1)
In the opinion of the directors the above named investments in controlled entities have a carrying value in the Company at
balance date of $5,481,412 (2012: $5,481,412), being the cost of the investment less provision for impairment.
(2) Berkeley Minera Espana, S.A. was incorporated on 12 May 2009 and is a wholly owned subsidiary of Berkeley Exploration
Limited. Berkeley Minera Espana, S.A.’s issued and paid up capital is $26,750 (€15,025).
(3) Berkeley Exploration Limited acquired 100% of the issued shares in Geothermal Energy Sources, S.L. on 15 May 2009.
Geothermal Energy Sources SL issued and paid up capital is $36,036 (€20,000).
(b)
Ultimate Parent
Berkeley Resources Limited is the ultimate parent of the Group.
(c)
Key Management Personnel
Details relating to Key Management Personnel, including remuneration paid, are included at Note 17.
(d)
Transactions with Related Parties in the Consolidated Group
The group consists of Berkeley Resources Limited (the parent entity in the wholly owned group) and its controlled
entities.
The following loan transactions were entered into during the year within the wholly owned group:
(cid:127)
(cid:127)
(cid:127)
Berkeley Resources Limited advanced $502,121 to Berkeley Minera Espana, S.A. by way of
intercompany loan (2012: $1,169,728). The total balance at 30 June 2013 of $1,374,069 (2012:
$3,464,205) has been provided for. The loan is denominated in Australian dollars (A$);
Berkeley Resources Limited advanced $11,251,228 to Berkeley Exploration Limited by way of
intercompany loan (2012: $14,623,577). The total balance at 30 June 2013 of $59,153,821 (2012:
$47,902,593) has been provided for. The loan is denominated in Australian dollars (A$);
Berkeley Exploration Limited advanced $10,486,318 to Berkeley Minera Espana, S.A. by way of
intercompany loan (2012: $14,654,840). The total balance at 30 June 2013 of $58,388,911 (2012:
$47,797,684) has been provided for. The loan is denominated in Australian dollars (A$).
These transactions were undertaken on commercial terms and conditions, except that:
(i)
(ii)
There is no fixed repayment of the loans; and
No interest is payable on the loans prior to the completion of a definitive feasibility study.
67
ANNUAL REPORT 2013
55
berkeley resources limited ANNUAL REPORT 2013 NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2013 (Continued)
17.
DIRECTOR AND EXECUTIVE DISCLOSURES
(a)
Details of Key Management Personnel
The Key Management Personnel of the Group during or since the end of the financial year were as follows:
Directors
Ian Middlemas
James Ross
Robert Behets
Jose Ramon Esteruelas
Matthew Syme
Other KMP
Francisco Bellón del Rosal
Javier Colilla Peletero
Clint McGhie
Non-Executive Chairman
Non-Executive Deputy Chairman
Non-Executive Director
Non-Executive Director (resigned 29 November 2012)
Non-Executive Director (resigned 2 August 2012)
General Manager Operations
Senior Vice President Corporate
Chief Financial Officer and Company Secretary
There were no other key management personnel of the Company or the Group. Unless otherwise disclosed, the
Key Management Personnel held their position from 1 July 2012 to 30 June 2013.
(b)
Key Management Personnel Compensation
Short-term benefits
Post-employment benefits
Share-based payments
Other non-cash benefits
2013
$
920,944
29,452
299,469
32,114
2012
$
1,509,774
55,412
346,543
78,879
1,281,979
1,990,608
(c)
2013
Option and Performance Right holdings of Key Management Personnel
Granted
as
Compen
-sation
Options/
Rights
Lapsed
Held at
1 July 2012
Net Other
Changes
Held at
30 June
2013
Vested
and
exercisabl
e at 30
June 2013
Directors
Ian Middlemas
James Ross
Robert Behets
Jose Ramon Esteruelas
Matthew Syme
Executives
4,000,000
-
-
257,500
400,000
(257,500)
1,000,000
960,000
500,000
1,069,002
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
4,000,000
4,000,000
400,000
-
1,960,000
1,000,000
500,000 (1)
1,069,002 (2)
-
-
1,650,000
333,333
2,400,000
1,000,000
720,000
-
Francisco Bellón del Rosal
1,000,000
650,000
Javier Colilla Peletero
1,000,000
1,400,000
Clint McGhie
-
720,000
Notes
(1) Señor Esteruelas resigned as a Director on 29 November 2012 and this balance refers to the number of Options held at
this date.
(2) Mr Syme resigned as a Director on 2 August 2012 and this balance refers to the number of Options held at this date.
68
56
BERKELEY RESOURCES LIMITED
Granted
as
Compen
-sation
Held at
1 July 2011
Options
Lapsed
Net Other
Changes
Held at
30 June
2012
Vested and
exercisable
at 30 June
2012
2012
Directors
Ian Middlemas
James Ross
Robert Behets
Jose Ramon Esteruelas
Matthew Syme
Laurence Marsland
Brendan James
Henry Horne
Ian Stalker
Executives
4,000,000(1)
257,500
1,000,000(2)
500,000
1,069,002
-(3)
-
-
-
-
-
-
-
-
-
-
-
-
-
2,000,000
(2,000,000)
416,666
1,900,000
-
-
-
-
-
-
-
-
Francisco Bellón del Rosal
-
1,000,000
Javier Colilla Peletero
1,000,000
Clint McGhie
Sam Middlemas
Steven Turner
Notes
-(7)
-
(9)
-
-
-
1,500,000
(1,000,000)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
4,000,000
4,000,000
257,500
257,500
1,000,000
1,000,000
500,000
500,000
1,069,002
1,069,002
-(3)
-(4)
-
-
416,666(5)
1,900,000(6)
416,666
1,900,000
1,000,000
1,000,000
-
666,666
-
-(8)
-
-
500,000(9)
500,000
(1) Mr Ian Middlemas was appointed a Director on 27 April 2012 and this balance refers to the number of Options held as at
27 April 2012. Mr Middlemas was issued 4,000,000 free attaching options as part of a placement prior to his appointment.
(2) Mr Behets was appointed a Director on 27 April 2012 and this balance refers to the number of Options held as at 27 April
2012. Mr Behets was issued 1,000,000 free attaching options as part of a placement prior to his appointment.
(3) Mr Marsland was appointed a Director on 25 August 2011 and resigned on 9 May 2012. These balances refer to the
number of Options held on these dates.
(4) Mr James was issued 2,000,000 incentive options as part of his remuneration package on 23 September 2011. Following
his resignation on 27 April 2012, these options were cancelled in accordance with the terms and conditions.
(5) Mr Horne resigned as a Director on 1 January 2012 and this balance refers to the number of Options held at this date.
(6) Mr Stalker resigned as a Director on 29 November 2011 and this balance refers to the number of Options held at this
date.
(7) Mr McGhie was appointed Company Secretary on 18 May 2012 and this balance refers to the number of Options held at
this date.
(8) Mr Sam Middlemas resigned as Company Secretary on 18 May 2012 and this balance refers to the number of Options
held at this date.
(9) Mr Turner was appointed Chief Financial Officer on 12 December 2011 and resigned on 27 April 2012. The balances
refer to the number of Options held on these dates. Mr Turner was issued 1,500,000 incentive options on 5 April 2012.
1,000,000 incentive options were cancelled upon his resignation and the remaining 500,000 incentive options vested by
agreement of the Board.
69
ANNUAL REPORT 2013
57
berkeley resources limited ANNUAL REPORT 2013 NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2013 (Continued)
17.
DIRECTOR AND EXECUTIVE DISCLOSURES (Continued)
(d)
Shareholdings of Key Management Personnel
2013
Directors
Ian Middlemas
James Ross
Robert Behets
Jose Ramon Esteruelas
Matthew Syme
Executives
Francisco Bellón del Rosal
Javier Colilla Peletero
Clint McGhie
Notes
Held at
1 July 2012
Granted as
Compen-
sation
On Exercise of
Options
Net Other
Changes
Held at
30 June 2013
5,300,000
315,000
1,000,000
-
2,168,105
103,200
350,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
5,300,000
315,000
1,000,000
-(1)
-(2)
103,200
350,000
-
(1) Señor Esteruelas resigned as a Director on 29 November 2012 and this balance refers to the number of Shares held at this
date.
(2) Mr Syme resigned as a Director on 2 August 2012 and this balance refers to the number of Shares held at this date.
70
58
BERKELEY RESOURCES LIMITED
2012
Directors
Ian Middlemas
James Ross
Robert Behets
Jose Ramon Esteruelas
Matthew Syme
Laurence Marsland
Brendan James
Henry Horne
Ian Stalker
Executives
Francisco Bellón del Rosal
Javier Colilla Peletero
Clint McGhie
Sam Middlemas
Steven Turner
Notes
Held at
1 July 2011
Granted as
Compen-
sation
On Exercise of
Options
Net Other
Changes
Held at
30 June 2012
5,300,000(1)
315,000
1,000,000(2)
-
2,168,105
-(3)
-
-
-
-
-
-(7)
25,000
-(9)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
500,000
-
-
-
103,200
350,000
-
-
-
5,300,000
315,000
1,000,000
-
2,168,105
500,000(3)
-(4)
-(5)
-(6)
103,200
350,000
-
25,000(8)
-(9)
(1) Mr Ian Middlemas was appointed a Director on 27 April 2012 and this balance refers to the number of Shares held as at 27
April 2012. Mr Middlemas subscribed for 4,000,000 Shares at $0.30 each as part of a placement prior to his appointment.
(2) Mr Behets was appointed a Director on 27 April 2012 and this balance refers to the number of Shares held as at 27 April
2012. Mr Behets subscribed for 1,000,000 Shares at $0.30 each as part of a placement prior to his appointment.
(3) Mr Marsland was appointed a Director on 25 August 2011 and resigned on 9 May 2012. These balances refer to the
number of Shares held on these dates.
(4) Mr James resigned as a Director on 27 April 2012 and this balance refers to the number of Shares held as at this date.
(5) Mr Horne resigned as a Director on 1 January 2012 and this balance refers to the number of Shares held at this date.
(6) Mr Stalker resigned as a Director on 29 November 2011 and this balance refers to the number of Shares held at this date.
(7) Mr McGhie was appointed Company Secretary on 18 May 2012 and this balance refers to the number of Shares held at
this date.
(8) Mr Sam Middlemas resigned as Company Secretary on 18 May 2012 and this balance refers to the number of Shares held
at this date.
(9) Mr Turner was appointed Chief Financial Officer on 12 December 2011 and resigned on 27 April 2012. The balances refer
to the number of Shares held on these dates.
71
ANNUAL REPORT 2013
59
berkeley resources limited ANNUAL REPORT 2013 NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2013 (Continued)
18.
SHARE-BASED PAYMENTS
(a)
Recognised Share-Based Payment Expense
2013
$
2012
$
Expense arising from equity-settled share-based
payment transactions to:
Employees
(417,918)
(497,111)
Total expense arising from share-based payment
transactions
(417,918)
(497,111)
Equity-settled share-based payment transaction
recognised directly in Equity:
Issue of Options
Total share-based payment transactions recognised
directly in Equity
500
500
127,500
127,500
(b)
Summary of Options and Performance Rights Granted
The following share-based payment arrangements were granted during the last two years:
2013
Series
Security
Type
Number
Grant Date Note
Expiry Date
Exercise
Price
$
Fair Value
$
Option
750,000
9-Nov-12
Right
Right
Right
Right
968,000
12-Apr-13
968,000
12-Apr-13
1,318,000
12-Apr-13
1,418,000
12-Apr-13
(1)
(2)
(3)
(4)
(5)
22-Dec-15
0.475
30-Jun-14
30-Jun-15
31-Dec-16
31-Dec-17
-
-
-
-
0.210
0.309
0.309
0.309
0.309
Series 1
Series 2
Series 3
Series 4
Series 5
Notes
(1) 375,000 of these options vest on 12 December 2013 and 375,000 of these options vest on 12 December 2014.
(2) Tranche 1: Pre-Feasibility Milestone (refer to Note 18(f) for terms of Milestone) (Milestone date: 31 December 2013; Expiry
date: 30 June 2014)
(3) Tranche 2: Definitive Feasibility Milestone (refer to Note 18(f) for terms of Milestone) (Milestone date: 31 December 2014;
Expiry date: 30 June 2015)
(4) Tranche 3: Project Construction Milestone (refer to Note 18(f) for terms of Milestone) (Milestone date: 31 December 2015;
Expiry date: 31 December 2016)
(5) Tranche 4: Production Milestone (refer to Note 18(f) for terms of Milestone) (Milestone date: 31 December 2016; Expiry
date: 31 December 2017)
72
60
BERKELEY RESOURCES LIMITED
2012
Series
Security
Type
Number
Grant Date Note
Expiry Date
Exercise
Price
$
Fair Value
$
Option
Option
Option
Option
Option
2,000,000
23-Sep-11
1,000,000
23-Sep-11
500,000
22-Dec-11
1,500,000
12-Mar-12
500,000
27-Apr-12
(1)
(2)
(3)
(4)
(5)
1-May-16
21-Sep-15
22-Dec-15
22-Dec-15
30-Jun-16
0.41
0.41
0.475
0.475
0.45
0.216
0.203
0.235
0.202
0.255
Series 1
Series 2
Series 3
Series 4
Series 5
Notes
(1) These options were yet to vest and were forfeited during the year.
(2) 333,333 of these options vest on 21 September 2012, 333,333 of these options vest on 21 September 2013 and 333,334
of these options vest on 21 September 2014.
(3) 300,000 of these options vest on 22 December 2013 and 200,000 of these options vest on 22 December 2014.
(4) 500,000 of these options were fully vested as at 30 June 2012 following agreement by the Board. The remaining
1,000,000 options were forfeited.
(5) There were no vesting conditions on these options.
The following table illustrates the number and weighted average exercise prices (WAEP) of share options and
performance rights issued as share-based payments at the beginning and end of the financial year:
Outstanding at beginning of year
Granted by the Company during the year
Exercised during the year
Expired during the year
Forfeited during the year
Outstanding at end of year
2013
Number
2013
WAEP
8,758,333
5,422,000
(3,000,000)
(396,667)
10,783,666
$0.87
$0.07
-
$0.75
$1.35
$0.48
2012
Number
8,767,500
5,500,000
-
(2,455,834)
(3,053,333)
8,758,333
2012
WAEP
$1.23
$0.44
-
$1.69
$0.45
$0.87
The outstanding balance of options and performance rights issued as share-based payments on issue as at 30
June 2013 is represented by:
(cid:127)
(cid:127)
(cid:127)
(cid:127)
(cid:127)
(cid:127)
(cid:127)
(cid:127)
(cid:127)
1,000,000 unlisted options at an exercise price of $1.25 each that expire on 1 December 2013;
1,861,666 unlisted options at an exercise price of $1.35 each that expire on 18 June 2014;
1,000,000 unlisted options at an exercise price of $0.41 each that expire on 21 September 2015;
1,750,000 unlisted options at an exercise price of $0.475 each that expire on 22 December 2015;
500,000 unlisted options at an exercise price of $0.45 each that expire on 30 June 2016;
968,000 performance rights at no exercise price that expire on 30 June 2014;
968,000 performance rights at no exercise price that expire on 30 June 2015;
1,318,000 performance rights at no exercise price that expire on 31 December 2016; and
1,418,000 performance rights at no exercise price that expire on 31 December 2017.
73
ANNUAL REPORT 2013
61
berkeley resources limited ANNUAL REPORT 2013 NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2013 (Continued)
18.
SHARE-BASED PAYMENTS (Continued)
(c) Weighted Average Remaining Contractual Life
The weighted average remaining contractual life for share options and performance rights issued as share-based
payments outstanding as at 30 June 2013 is 2.07 years (2012: 1.96 years).
(d)
Range of Exercise Prices
The range of exercise prices for share options issued as share-based payments outstanding as at 30 June 2013
was $0.41 to $1.35 (2012: $0.41 to $1.35). The performance rights issued as share base payments outstanding
at 30 June 2013 have no exercise price.
(e) Weighted Average Fair Value
The weighted average fair value of options and performance rights granted by the Group as equity-settled share-
based payments during the year ended 30 June 2013 was $0.375 (2012: $0.215).
(f)
Option and Performance Rights Pricing Model
The fair value of the equity-settled share options granted is estimated as at the date of grant using the Binomial
option valuation model taking into account the terms and conditions upon which the options were granted. The fair
value of the performance rights granted is estimated as at the date of grant using the seven day volume weighted
average share price prior to issuance.
The following table lists the inputs to the valuation model used for the share options and performance right
granted by the Group during the year ended 30 June 2013:
2013
Inputs
Exercise price
Grant date share price
Dividend yield (i)
Volatility (ii)
Risk-free interest rate
Grant date
Expiry date
Expected life of option (iii)
Fair value at grant date
Series 1
Series 2
Series 3
Series 4
Series 5
$0.475
$0.430
-
75%
2.61%
9-Nov-12
22-Dec-15
3.12
$0.210
-
$0.309
-
-
-
12-Apr-13
30-Jun-14
1.16
$0.309
-
$0.309
-
-
-
12-Apr-13
30-Jun-15
2.16
$0.309
-
$0.309
-
-
-
12-Apr-13
31-Dec-16
3.67
$0.309
-
$0.309
-
-
-
12-Apr-13
31-Dec-17
4.67
$0.309
74
62
BERKELEY RESOURCES LIMITED
The following table lists the inputs to the valuation model used for share options granted by the Group during the
year ended 30 June 2012:
2012
Inputs
Exercise price
Grant date share price
Dividend yield (i)
Volatility (ii)
Risk-free interest rate
Grant date
Expiry date
Expected life of option (iii)
Fair value at grant date
Series 1
Series 2
Series 3
Series 4
Series 5
$0.41
$0.34
-
85%
3.63%
23-Sep-11
1-May16
4.61
$0.216
$0.41
$0.34
-
85%
3.63%
23-Sep-11
21-Sep-15
4.00
$0.203
$0.475
$0.395
-
85%
3.31%
22-Dec-11
22-Dec-15
4.00
$0.235
$0.475
$0.36
-
85%
3.62%
12-Mar-12
22-Dec-15
3.78
$0.202
$0.45
$0.41
-
85%
3.14%
27-Apr-12
30-Jun-16
4.18
$0.255
Notes
(i)
(ii)
The dividend yield reflects the assumption that the current dividend payout will remain unchanged.
The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may not
necessarily be the actual outcome.
(iii) The expected life of the options is based on historical data and is not necessarily indicative of exercise patterns that may
occur.
(g)
Terms and conditions of Performance Rights
•
•
•
•
•
•
•
The unlisted performance share rights (Performance Rights) are granted based upon the following terms
and conditions:
each Performance Right automatically converts into one Ordinary Share upon vesting of the Performance
Right;
each Performance Right is subject to performance conditions (as determined by the Board from time to
time) which must be satisfied in order for the Performance Right to vest;
the Performance Rights vest on completion of the four milestones:
•
•
•
•
Pre-Feasibility Study Milestone means delivery of a positive Pre-Feasibility Study and the
Company making a decision to proceed to Definitive Feasibility Study, evidenced by the Board
resolving to continue as such.
Definitive Feasibility Study Milestone means delivery of a positive Definitive Feasibility Study
and Value Engineering, and the Company making a decision to proceed to development of
operation evidenced by the Board resolving to continue to develop the Project.
Project Construction Milestone means completion of an agreed % (to be determined by the
Board no later than the completion of the Definitive Feasibility Study Milestone) of the project
development phase, as per the project development schedule and budget approved by the Board in
accordance with the Definitive Feasibility Study Milestone.
Production Milestone means achievement of first uranium production.
If a performance condition of a Performance Right is not achieved by the earlier of the milestone date or
the expiry date then the Performance Rights will lapse;
Ordinary Shares issued on conversion of the Performance Rights rank equally with the then Ordinary
Shares of the Company;
application will be made by the Company to ASX for official quotation of the Ordinary Shares issued upon
conversion of the Performance Rights;
75
ANNUAL REPORT 2013
63
berkeley resources limited ANNUAL REPORT 2013 NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2013 (Continued)
18.
SHARE-BASED PAYMENTS (Continued)
(g)
Terms and conditions of Performance Rights (Continued)
•
•
•
if there is any reconstruction of the issued share capital of the Company, the rights of the Performance
Right holders may be varied to comply with the ASX Listing Rules which apply to the reconstruction at the
time of the reconstruction;
no application for quotation of the Performance Rights will be made by the Company; and
without approval of the Board, Performance Rights may not be transferred, assigned or novated, except,
upon death, a participant's legal personal representative may elect to be registered as the new holder of
such Performance Rights and exercise any rights in respect of them.
19.
REMUNERATION OF AUDITORS
Amounts received by Stantons International for:
- an audit or review of the financial reports of the Company
- other services in relation to the Company
Other auditors for:
- an audit or review of the financial reports
- other services
Total Auditors Remuneration
2013
$
2012
$
35,030
-
35,050
37,570
-
72,600
60,398
-
60,398
23,385
-
83,783
20.
COMMITMENTS FOR EXPENDITURE
The Consolidated Entity has the following commitments at 30 June 2013:
Operating Lease Commitment
Minera de Rio Alagon, S.L. had a non-cancellable operating lease agreement which expired 9 November 2012.
Minimum lease payments payable:
- Not longer than 1 year
- Longer than 1 year and not longer than 5 years
- Longer than 5 years
2013
$
2012
$
-
-
-
-
16,670
-
-
16,670
The Consolidated entity has no commitments for expenditure nor any contingent assets or liabilities at balance
date.
76
64
BERKELEY RESOURCES LIMITED
21.
SEGMENT INFORMATION
The Consolidated Entity operates in one operating segment and one geographical segment, being uranium
exploration in Spain. This is the basis on which internal reports are provided to the Directors for assessing
performance and determining the allocation of resources within the Consolidated Entity.
The Consolidated Entity’s corporate headquarters in Australia have previously been reported in the Australian
geographical segment, however, the corporate and administrative functions based in Australia are considered
incidental to Consolidated Entity’s uranium exploration activities in Spain. As a result, following the adoption of
AASB 8, the Consolidated Entity is not required to report the geographical segments reported in previous periods.
(a)
Reconciliation of Non-current Assets by geographical location
Australia
Spain
22.
EARNINGS PER SHARE
Basic Profit/(Loss) per Share
(a)
From continuing operations
Total basic profit/(loss) per share
(b)
Diluted Profit/(Loss) per Share
From continuing operations
Total diluted profit/(loss) per share
2013
$
2012
$
3,106
16,122,812
16,125,918
361
14,321,637
14,321,998
2013
Cents per Share
2012
Cents per Share
(6.21)
(6.21)
(6.21)
(6.21)
(7.70)
(7.70)
(7.70)
(7.70)
(c)
Earnings Used in Calculating Earnings per Share
The following reflects the income data used in the calculations of basic and diluted earnings per share:
Net loss used in calculating basic and diluted earnings per
share
(11,189,077)
(13,487,535)
Consolidated
2013
$
2012
$
77
ANNUAL REPORT 2013
65
berkeley resources limited ANNUAL REPORT 2013 NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2013 (Continued)
22.
EARNINGS PER SHARE (Continued)
(d)
Weighted Average Number of Shares
The following reflects the share data used in the calculations of basic and diluted earnings per share:
Weighted average number of ordinary shares used
calculating basic earnings per share
Effect of dilutive securities (i)
in
Adjusted weighted average number of ordinary shares and
potential ordinary shares used in calculating basic and diluted
earnings per share
Number of Shares
2013
Number of Shares
2012
179,382,608
175,172,590
-
179,382,608
175,172,590
Note
(i)
At 30 June 2013, 6,111,666 options and 4,672,000 performance rights (which represent 10,758,333 potential ordinary
shares) were considered not dilutive as they would decrease the loss per share for the year ended 30 June 2013.
(e)
Conversions, Calls, Subscriptions or Issues after 30 June 2013
Since 30 June 2013, no securities have been issued.
There have been no conversions to, calls of, or subscriptions for ordinary shares or issues of potential ordinary
shares since the reporting date and before the completion of this financial report.
2013
$
2012
$
23.
CASH FLOW STATEMENT
(a)
Reconciliation of Net Loss Before Income Tax
Expense to Net Cash Flows from Operating Activities
Net loss before income tax expense
(11,145,447)
(13,487,535)
Adjustment for non-cash income and expense items
Provision for employee entitlements
Profit on sale of tenements
Loss on sale of asset
Depreciation
Share based payments expensed
Other non-cash expenses
Foreign exchange movement
Changes in assets and liabilities -
(Increase)/decrease in trade and other receivables
Increase/(decrease) in trade and other payables
-
-
-
163,367
417,918
-
21,358
(59,589)
1,324,310
-
-
9,871
159,318
497,111
292
(303,678)
(119,362)
Net cash outflow from operating activities
(9,278,083)
(13,243,983)
78
66
BERKELEY RESOURCES LIMITED
2013
$
2012
$
3,236,790
24,500,000
27,736,790
2,051,719
35,664,866
37,716,585
(b)
Reconciliation of Cash and Cash Equivalents
Cash at bank and on hand
Bank short term deposits
(c)
Credit Standby Arrangements with Banks
At balance date, the Company had no used or unused financing facilities.
(d)
Non-cash Financing and Investment Activities
30 June 2013
There were no non-cash financing or investing activities during the year ended 30 June 2013.
30 June 2012
During the year there were 500,000 unlisted options exercisable for $0.45 each on or before 30 June 2016,
issued as a fee for the placement of 5,000,000 shares at $0.30 per share. A subscription price of $0.01 per option
was payable.
24.
FINANCIAL INSTRUMENTS
(a)
Overview
The Group's principal financial instruments comprise receivables, payables, available-for-sale investments, cash
and short-term deposits. The main risks arising from the Group's financial instruments are interest rate risk,
equity price risk, foreign currency risk, credit risk and liquidity risk.
This note presents information about the Group's exposure to each of the above risks, its objectives, policies and
processes for measuring and managing risk, and the management of capital. Other than as disclosed, there have
been no significant changes since the previous financial year to the exposure or management of these risks.
The Group manages its exposure to key financial risks in accordance with the Group's financial risk management
policy. Key risks are monitored and reviewed as circumstances change (e.g. acquisition of a new project) and
policies are revised as required. The overall objective of the Group's financial risk management policy is to
support the delivery of the Group's financial targets whilst protecting future financial security.
Given the nature and size of the business and uncertainty as to the timing and amount of cash inflows and
outflows, the Group does not enter into derivative transactions to mitigate the financial risks. In addition, the
Group's policy is that no trading in financial instruments shall be undertaken for the purposes of making
speculative gains. As the Group's operations change, the Directors will review this policy periodically going
forward.
The Board of Directors has overall responsibility for the establishment and oversight of the risk management
framework. The Board reviews and agrees policies for managing the Group's financial risks as summarised
below.
(b)
Credit Risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to
meet its contractual obligations. This risk arises principally from cash and cash equivalents and trade and other
receivables.
There are no significant concentrations of credit risk within the Group. The carrying amount of the Group's
financial assets represents the maximum credit risk exposure, as represented below:
79
ANNUAL REPORT 2013
67
berkeley resources limited ANNUAL REPORT 2013 NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2013 (Continued)
24.
FINANCIAL INSTRUMENTS (Continued)
(b)
Credit Risk (Continued)
Current Assets
Cash and cash equivalents
Trade and other receivables
Non-current Assets
Other financial assets
2013
$
2012
$
27,736,790
796,168
28,532,958
70,449
70,449
37,716,585
621,269
38,337,854
100,504
100,504
28,603,407
38,438,358
The Group does not have any significant customers and accordingly does not have any significant exposure to
bad or doubtful debts.
Trade and other receivables comprise GST/VAT receivable, accrued interest and other miscellaneous
receivables. Where possible the Group trades only with recognised, creditworthy third parties. It is the Group's
policy that all customers who wish to trade on credit terms are subject to credit verification procedures. In
addition, receivable balances are monitored on an ongoing basis with the result that the Group's exposure to bad
debts is not significant.
With respect to credit risk arising from cash and cash equivalents, the Group's exposure to credit risk arises from
default of the counter party, with a maximum exposure equal to the carrying amount of these instruments.
(c)
Liquidity Risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The
Board's approach to managing liquidity is to ensure, as far as possible, that the Group will always have sufficient
liquidity to meet its liabilities when due. At 30 June 2013 and 2012, the Group has sufficient liquid assets to meet
its financial obligations.
The contractual maturities of financial assets and financial liabilities, including estimated interest payments, are
provided below. There are no netting arrangements in respect of financial liabilities.
80
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BERKELEY RESOURCES LIMITED
2013
Group
Financial Assets
Cash and cash equivalents
Trade and other receivables
Security bonds
Financial Liabilities
Trade and other payables
Income tax payable
Other financial liabilities
2012
Group
Financial Assets
Cash and cash equivalents
Trade and other receivables
Security bonds
Financial Liabilities
Trade and other payables
Other financial liabilities
(d)
Interest Rate Risk
≤ 6 months
$
6 - 12
months
$
1 - 5 years
$
≥ 5 years
$
Total
$
27,736,790
796,168
70,449
28,603,407
2,215,203
43,630
263,443
2,522,276
≤ 6 months
$
6 - 12
months
$
37,716,585
621,269
-
38,337,854
1,049,812
104,524
1,154,524
100,504
100,504
-
-
-
-
-
-
-
-
-
-
-
-
-
1 - 5 years
$
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
≥ 5 years
$
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Total
$
37,716,585
621,269
100,504
38,438,358
1,049,812
104,524
1,154,524
The Group's exposure to the risk of changes in market interest rates relates primarily to the cash and short-term
deposits with a floating interest rate.
These financial assets with variable rates expose the Group to cash flow interest rate risk. All other financial
assets and liabilities, in the form of receivables, security deposits, investments in securities, and payables are
non-interest bearing.
At the reporting date, the interest rate profile of the Group's interest-bearing financial instruments was:
Interest-bearing Financial Instruments
Cash at bank and on hand
Bank short term deposits
2013
$
2012
$
3,236,790
24,500,000
27,736,790
2,051,719
35,664,866
37,716,585
The Group's cash at bank and on hand and short term deposits had a weighted average floating interest rate at
year end of 3.75% (2012: 4.99%).
81
ANNUAL REPORT 2013
69
berkeley resources limited ANNUAL REPORT 2013 NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2013 (Continued)
24.
FINANCIAL INSTRUMENTS (Continued)
(d)
Interest Rate Risk (Continued)
The Group currently does not engage in any hedging or derivative transactions to manage interest rate risk.
Interest rate sensitivity
A sensitivity of 10 per cent has been selected as this is considered reasonable given the current level of both
short term and long term interest rates. A 10% movement in interest rates at the reporting date would have
increased (decreased) equity and profit and loss by the amounts shown below based on the average amount of
interest bearing financial instruments held. This analysis assumes that all other variables, in particular foreign
currency rates, remain constant. The analysis is performed on the same basis for 2012.
Profit or Loss
Equity
10%
Increase
$
10%
Decrease
$
10%
Increase
$
10%
Decrease
$
2013
Group
Cash and cash equivalents
122,725
(122,725)
122,725
(122,725)
2012
Group
Cash and cash equivalents
220,129
(220,129)
220,129
(220,129)
(e)
Foreign Currency Risk
As a result of activities overseas, the Group's statement of financial position can be affected by movements in
exchange rates.
The Group also has transactional currency exposures. Such exposure arises from transactions denominated in
currencies other than the functional currency of the entity.
The Group currently does not engage in any hedging or derivative transactions to manage foreign currency risk.
The Group's exposure to foreign currency risk throughout the current and prior year primarily arose from the
Group's wholly owned subsidiaries Berkeley Minera Espana, S.L., Minera del Rio Alagon, S.L., and Geothermal
Energy Sources, S.L whose functional currency is the Euro. Foreign currency risk arises on translation of the net
assets of these controlled entities to Australian dollars. The foreign currency gains or losses arising from this risk
are recorded through the foreign currency translation reserve. There is no hedging of this risk.
Sensitivity analysis for currency risk
A sensitivity of 10 per cent has been selected as this is considered reasonable given historic and potential future
changes in foreign currency rates. This has been applied to the net financial instruments of Minera de Rio
Alagon, S.L., Berkeley Minera Espana, S.A. and Geothermal Energy Sources, S.L. This sensitivity analysis is
prepared as at balance date.
A 10% strengthening/weakening of the Australian dollar against the Euro at 30 June 2013 would have
increased/(decreased) the net financial assets of the Spanish controlled entities by A$7,828 and (A$6,404) (2012:
(A$7,198) and A$8,798).
There would be no impact on profit or loss arising from these changes in the currency risk variables as all
changes in value are taken to a reserve.
The above analysis assumes that all other variables, in particular interest rates and equity prices, remain
constant. The analysis for 2012 has been performed on the same basis.
82
70
BERKELEY RESOURCES LIMITED
(f)
Equity Price Risk
The Group is not exposed to equity price risk as it does not hold any equity interests other than interests in
subsidiaries.
Equity price sensitivity
There is no effect on the net loss or equity reserves as at 30 June 2013 as the group does not have an exposure
to equity price risk from equity investments at that date.
The Group's sensitivity to equity prices has not changed significantly from the prior years.
(g)
Commodity Price Risk
The Group is exposed to uranium commodity price risk. These commodity prices can be volatile and are
influenced by factors beyond the Group's control. As the Group is currently engaged in exploration and business
development activities, no sales of commodities are forecast for the next 12 months, and accordingly, no hedging
or derivative transactions have been used to manage commodity price risk.
(h)
Capital Management
The Board's policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence
and to sustain future development of the business. Given the stage of development of the Group, the Board's
objective is to minimise debt and to raise funds as required through the issue of new shares. There were no
changes in the Group's approach to capital management during the year. The Group is not subject to externally
imposed capital requirements.
(i)
Fair Value
The net fair value of financial assets and financial liabilities approximates their carrying value. The methods for
estimating fair value are outlined in the relevant notes to the financial statements.
25.
CONTINGENT LIABILITIES
The Group had no contingent liabilities at 30 June 2013 (2012: Nil).
26.
SUBSEQUENT EVENTS
There are no matters or circumstances, which have arisen since 30 June 2013 that have significantly affected or
may significantly affect:
(cid:127)
(cid:127)
(cid:127)
the operations, in financial years subsequent to 30 June 2013, of the Consolidated Entity;
the results of those operations, in financial years subsequent to 30 June 2013, of the Consolidated
Entity; or
the state of affairs, in financial years subsequent to 30 June 2013, of the Consolidated Entity.
83
ANNUAL REPORT 2013
71
berkeley resources limited ANNUAL REPORT 2013 DIRECTORS’ DECLARATION
In accordance with a resolution of the Directors of Berkeley Resources Limited, I state that:
(1)
In the opinion of the Directors:
(a)
the financial statements, notes and the additional disclosures included in the directors' report
designated as audited of the Consolidated Entity are in accordance with the Corporations Act 2001
including:
(i)
giving a true and fair view of the Consolidated Entity's financial position as at 30 June 2013
and of its performance for the year ended on that date; and
(ii)
complying with accounting standards and the Corporations Act 2001;
(iii)
complying with International Financial Reporting Standards; and
(b)
there are reasonable grounds to believe that the Consolidated Entity will be able to pay its debts as
and when they become due and payable.
(2)
This declaration has been made after receiving the declarations required to be made to the Directors in
accordance with section 295A of the Corporations Act 2001 for the financial year ended 30 June 2013.
On behalf of the Board.
ROBERT BEHETS
Non Executive Director
20 September 2013
84
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BERKELEY RESOURCES LIMITED
INDEPENDENCE DECLARATION
Stantons International Audit and Consulting Pty Ltd
trading as
INDEPENDENCE DECLARATION
Stantons International Audit and Consulting Pty Ltd
Chartered Accountants and Consultants
trading as
Chartered Accountants and Consultants
20 September 2013
Board of Directors
Berkeley Resources Limited
20 September 2013
Level 9, BGC Centre
28 The Esplanade
Board of Directors
Perth WA 6000
Berkeley Resources Limited
Australia
Level 9, BGC Centre
28 The Esplanade
Perth WA 6000
Dear Directors
Australia
PO Box 1908
West Perth WA 6872
Australia
PO Box 1908
Level 2, 1 Walker Avenue
West Perth WA 6872
West Perth WA 6005
Australia
Australia
Level 2, 1 Walker Avenue
Tel: +61 8 9481 3188
West Perth WA 6005
Fax: +61 8 9321 1204
Australia
ABN: 84 144 581 519
Tel: +61 8 9481 3188
www.stantons.com.au
Fax: +61 8 9321 1204
ABN: 84 144 581 519
www.stantons.com.au
RE:
BERKELEY RESOURCES LIMITED
Dear Directors
In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following
declaration of independence to the directors of Berkeley Resources Limited.
RE:
BERKELEY RESOURCES LIMITED
As the Audit Director for the audit of the financial statements of Berkeley Resources Limited for the year
In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following
ended 30 June 2013, I declare that to the best of my knowledge and belief, there have been no
declaration of independence to the directors of Berkeley Resources Limited.
contraventions of:
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
As the Audit Director for the audit of the financial statements of Berkeley Resources Limited for the year
(i)
ended 30 June 2013, I declare that to the best of my knowledge and belief, there have been no
contraventions of:
(ii)
any applicable code of professional conduct in relation to the audit.
(i)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
any applicable code of professional conduct in relation to the audit.
(ii)
Yours sincerely
STANTONS INTERNATIONAL AUDIT AND CONSULTING PTY LTD
(Trading as Stantons International)
(Authorised Audit Company)
Yours sincerely
STANTONS INTERNATIONAL AUDIT AND CONSULTING PTY LTD
(Trading as Stantons International)
(Authorised Audit Company)
John Van Dieren
Director
John Van Dieren
Liability limited by a scheme approved
under Professional Standards Legislation
Director
Liability limited by a scheme approved
under Professional Standards Legislation
ANNUAL REPORT 2013
73
85
ANNUAL REPORT 2013
73
berkeley resources limited ANNUAL REPORT 2013 INDEPENDENT AUDITOR’S REPORT
INDEPENDENT AUDITOR’S REPORT
Stantons International Audit and Consulting Pty Ltd
trading as
Stantons International Audit and Consulting Pty Ltd
trading as
Chartered Accountants and Consultants
Chartered Accountants and Consultants
PO Box 1908
West Perth WA 6872
PO Box 1908
Australia
West Perth WA 6872
Australia
Level 2, 1 Walker Avenue
West Perth WA 6005
Level 2, 1 Walker Avenue
Australia
West Perth WA 6005
Australia
Tel: +61 8 9481 3188
Fax: +61 8 9321 1204
Tel: +61 8 9481 3188
Fax: +61 8 9321 1204
ABN: 84 144 581 519
www.stantons.com.au
ABN: 84 144 581 519
www.stantons.com.au
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF
INDEPENDENT AUDITOR’S REPORT
BERKELEY RESOURCES LIMITED
TO THE MEMBERS OF
BERKELEY RESOURCES LIMITED
Report on the Financial Report
Report on the Financial Report
We have audited the accompanying financial report of Berkeley Resources Limited, which comprises
the consolidated statement of financial position as at 30 June 2013, the consolidated statement of
We have audited the accompanying financial report of Berkeley Resources Limited, which comprises
profit or loss and other comprehensive income, the consolidated statement of changes in equity and
the consolidated statement of financial position as at 30 June 2013, the consolidated statement of
the consolidated statement of cash flows for the year then ended, notes comprising a summary of
profit or loss and other comprehensive income, the consolidated statement of changes in equity and
significant accounting policies and other explanatory information and the directors’ declaration of the
the consolidated statement of cash flows for the year then ended, notes comprising a summary of
consolidated entity comprising the company and the entities it controlled at the year’s end or from time
significant accounting policies and other explanatory information and the directors’ declaration of the
to time during the financial year.
consolidated entity comprising the company and the entities it controlled at the year’s end or from time
to time during the financial year.
Directors’ responsibility for the Financial Report
Directors’ responsibility for the Financial Report
The directors of the company are responsible for the preparation of the financial report that gives a
true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001
The directors of the company are responsible for the preparation of the financial report that gives a
and for such internal control as the directors determine is necessary to enable the preparation of the
true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001
financial report that gives a true and fair view and is free from material misstatement, whether due to
and for such internal control as the directors determine is necessary to enable the preparation of the
fraud or error. In note 1, the directors also state, in accordance with Australian Accounting Standard
financial report that gives a true and fair view and is free from material misstatement, whether due to
AASB 101 Presentation of Financial Statements, that the financial statements comply with
fraud or error. In note 1, the directors also state, in accordance with Australian Accounting Standard
International Financial Reporting Standards.
AASB 101 Presentation of Financial Statements, that the financial statements comply with
International Financial Reporting Standards.
Auditor’s responsibility
Auditor’s responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We conducted
our audit in accordance with Australian Auditing Standards. Those standards require that we comply
Our responsibility is to express an opinion on the financial report based on our audit. We conducted
with relevant ethical requirements relating to audit engagements and plan and perform the audit to
our audit in accordance with Australian Auditing Standards. Those standards require that we comply
obtain reasonable assurance whether the financial report is free from material misstatement.
with relevant ethical requirements relating to audit engagements and plan and perform the audit to
obtain reasonable assurance whether the financial report is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures
in the financial report. The procedures selected depend on the auditor’s judgement, including the
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures
assessment of the risks of material misstatement of the financial report, whether due to fraud or error.
in the financial report. The procedures selected depend on the auditor’s judgement, including the
In making those risk assessments, the auditor considers internal control relevant to the company’s
assessment of the risks of material misstatement of the financial report, whether due to fraud or error.
preparation of the financial report that gives a true and fair view in order to design audit procedures
In making those risk assessments, the auditor considers internal control relevant to the company’s
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
preparation of the financial report that gives a true and fair view in order to design audit procedures
effectiveness of the company’s internal control. An audit also includes evaluating the appropriateness
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
of accounting policies used and the reasonableness of accounting estimates made by the directors, as
effectiveness of the company’s internal control. An audit also includes evaluating the appropriateness
well as evaluating the overall presentation of the financial report.
of accounting policies used and the reasonableness of accounting estimates made by the directors, as
well as evaluating the overall presentation of the financial report.
Liability limited by a scheme approved
under Professional Standards Legislation
Liability limited by a scheme approved
under Professional Standards Legislation
86
74
74
BERKELEY RESOURCES LIMITED
BERKELEY RESOURCES LIMITED
Our audit did not involve an analysis of the prudence of business decisions made by directors or
management.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our audit opinion.
Independence
In conducting our audit, we have complied with the independence requirements of the Corporations
Act 2001.
Opinion
In our opinion:
(a)
the financial report of Berkeley Resources Limited is in accordance with the Corporations Act
2001, including:
(i)
(ii)
giving a true and fair view of the consolidated entity’s financial position as at 30 June
2013 and of its performance for the year ended on that date; and
complying with Australian Accounting Standards and the Corporations Regulations
2001.
(b)
the consolidated financial report also complies with International Financial Reporting Standards
as disclosed in note 1.
Report on the Remuneration Report
We have audited the remuneration report included in pages 28 to 36 of the directors’ report for the
year ended 30 June 2013. The directors of the Company are responsible for the preparation and
presentation of the remuneration report in accordance with section 300A of the Corporations Act 2001.
Our responsibility is to express an opinion on the remuneration report, based on our audit conducted
in accordance with Australian Auditing Standards
Opinion
In our opinion the remuneration report of Berkeley Resources Limited for the year ended 30 June
2013 complies with section 300A of the Corporations Act 2001.
STANTONS INTERNATIONAL AUDIT AND CONSULTING PTY LTD
(Trading as Stantons International)
(An Authorised Audit Company)
John Van Dieren
Director
West Perth, Western Australia
20 September 2013
87
ANNUAL REPORT 2013
75
berkeley resources limited ANNUAL REPORT 2013 CORPORATE GOVERNANCE STATEMENT
The Board of Directors of Berkeley Resources Limited is responsible for its corporate governance, that is, the
system by which the Group is managed. This statement outlines the main corporate governance practices in
place during the financial year, which comply with the ASX Corporate Governance recommendations unless
otherwise stated.
1. BOARD OF DIRECTORS
1.1 Role of the Board and Management
The Board represents shareholders' interests in continuing a successful business, which seeks to optimise
medium to long-term financial gains for shareholders. By not focusing on short-term gains for shareholders, the
Board believes that this will ultimately result in the interests of all stakeholders being appropriately addressed
when making business decisions.
The Board is responsible for ensuring that the Group is managed in such a way to best achieve this desired
result. Given the current size and operations of the business, the Board currently undertakes an active, not
passive role.
The Board is responsible for evaluating and setting the strategic directions for the Group, establishing goals for
Management and monitoring the achievement of these goals. The Managing Director is responsible to the
Board for the day-to-day management of the Group.
In the absence of a Managing Director, the Board, in
conjunction with executive officers, is responsible for the day-to-day management of the Group.
The Board has sole responsibility for the following:
(cid:127)
(cid:127)
(cid:127)
(cid:127)
(cid:127)
Appointing and removing the Managing Director and any other executives and approving their
remuneration;
Appointing and removing the Company Secretary / Chief Financial Officer and approving their
remuneration;
Determining the strategic direction of the Group and measuring performance of management against
approved strategies;
Review of the adequacy of resources for management to properly carry out approved strategies and
business plans;
Adopting operating and capital expenditure budgets at the commencement of each financial year and
monitoring the progress by both financial and non-financial key performance indicators;
(cid:127) Monitoring the Group's medium term capital and cash flow requirements;
(cid:127)
Approving and monitoring financial and other reporting to regulatory bodies, shareholders and other
organisations;
Determining that satisfactory arrangements are in place for auditing the Group's financial affairs;
Review and ratify systems of risk management and internal compliance and control, codes of conduct
and compliance with legislative requirements; and
Ensuring that policies and compliance systems consistent with the Group's objectives and best
practice are in place and that the Company and its officers act legally, ethically and responsibly on all
matters.
(cid:127)
(cid:127)
(cid:127)
The Board's role and the Group's corporate governance practices are being continually reviewed and improved as
required.
1.2 Composition of the Board
The Company currently has the following Board members:
Mr Ian Middlemas
Non-Executive Chairman
Dr James Ross
Non-Executive Deputy Chairman
Mr Robert Behets
Non-Executive Director
Details of the directors, including their qualifications, experience and date of appointment are set out in the
Directors’ Report.
88
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BERKELEY RESOURCES LIMITED
The Company's Constitution provides that the number of directors shall not be less than three and not more than
ten. There is no requirement for any share holding qualification.
The Board has assessed the independence status of the directors and has determined that there is one
independent director, Mr Middlemas.
The Board has followed the ASX Corporate Governance Principles and Recommendations when assessing the
independence of the directors which define an independent director to be a director who:
(cid:127)
(cid:127)
(cid:127)
(cid:127)
(cid:127)
(cid:127)
(cid:127)
is non-executive;
is not a substantial shareholder (i.e. greater than 5%) of the Company or an officer of, or otherwise
associated, directly or indirectly, with a substantial shareholder of the Company;
has not within the last three years been employed in an executive capacity by the Company or
another Group member, or been a director after ceasing to hold such employment;
within the last three years has not been a principal or employee of a material professional adviser or a
material consultant to the Company or another Group member;
is not a significant supplier or customer of the Company or another Group member, or an officer of or
otherwise associated, directly or indirectly, with a significant supplier or customer;
has no material contractual relationship with the Company or another Group member other than as a
director of the Company; and
is free from any interest and any business or other relationship which could, or could reasonably be
perceived to, materially interfere with the director’s ability to act in the best interests of the Company.
Materiality for these purposes is determined on both quantitative and qualitative bases. An amount which is
greater than five percent of either the net assets of the Company or an individual director's net worth is
considered material for these purposes.
The Board considers that the Company is not currently of a size, nor are its affairs of such complexity to justify the
appointment and further expense of additional independent Non-Executive Directors. The Board believes that the
individuals on the Board can make, and do make, quality and independent judgments in the best interests of the
Company on all relevant issues.
If the Group's activities increase in size, nature and scope, the size of the Board will be reviewed periodically and
the optimum number of directors required for the Board to properly perform its responsibilities and functions will
be appointed.
The membership of the Board, its activities and composition is subject to periodic review. The criteria for
determining the identification and appointment of a suitable candidate for the Board shall include quality of the
individual, background of experience and achievement, compatibility with other Board members, credibility within
the Group's scope of activities, intellectual ability to contribute to the Board's duties and physical ability to
undertake the Board's duties and responsibilities.
Directors are initially appointed by the full Board subject to election by shareholders at the next annual general
meeting. Under the Company's Constitution the tenure of directors (other than managing director, and only one
managing director where the position is jointly held) is subject to reappointment by shareholders not later than the
third anniversary following his last appointment. Subject to the requirements of the Corporations Act 2001, the
Board does not subscribe to the principle of retirement age and there is no maximum period of service as a
director. A managing director may be appointed for any period and on any terms the directors think fit and, subject
to the terms of any agreement entered into, the Board may revoke any appointment.
1.3 Committees of the Board
The following committees of the Board were in place until 25 September 2012:
(cid:127)
(cid:127)
Audit Committee (formed 22 September 2010)
Remuneration Committee (formed 22 September 2010)
Following changes to the composition of the Board in 2012, the Board considers that the Group is not currently of
a size, nor are its affairs of such complexity to justify the formation of separate or special committees at this time.
The Board as a whole is able to address the governance aspects of the full scope of the Group’s activities and to
ensure that it adheres to appropriate ethical standards. As a result, these committees are no longer in place.
89
ANNUAL REPORT 2013
77
berkeley resources limited ANNUAL REPORT 2013 CORPORATE GOVERNANCE STATEMENT (Continued)
1.3 Committees of the Board (Continued)
The Board has also established a framework for the management of the Group including a system of internal
controls, a business risk management process and the establishment of appropriate ethical standards.
The full Board currently holds meetings at such times as may be necessary to address any general or specific
matters as required.
If the Group’s activities increase in size, scope and nature, the appointment of separate or special committees will
be reviewed by the Board and implemented if appropriate. The Company continues to monitor its compliance
with Listing Rule 12.7 with respect to the requirement to have an Audit Committee and to comply with the best
practice recommendations set by the ASX Corporate Governance Council in relation to the composition,
operation and responsibility of the Audit Committee.
1.4 Conflicts of Interest
In accordance with the Corporations Act and the Company's Constitution, Directors must keep the Board advised,
on an ongoing basis, of any interest that could potentially conflict with those of the Group. Where the Board
believes that a significant conflict exists the Director concerned does not receive the relevant board papers and is
not present at the meeting whilst the item is considered.
1.5 Independent Professional Advice
The Board has determined that individual Directors have the right in connection with their duties and
responsibilities as Directors, to seek independent professional advice at the Company's expense. The
engagement of an outside adviser is subject to prior approval of the Chairman and this will not be withheld
unreasonably. If appropriate, any advice so received will be made available to all Board members.
2. ETHICAL STANDARDS
The Board acknowledges the need for continued maintenance of the highest standard of corporate governance
practice and ethical conduct by all Directors and employees of the Group.
2.1 Code of Conduct for Directors
The Board has adopted a Code of Conduct for Directors to promote ethical and responsible decision-making by
the Directors. The code is based on a code of conduct for Directors prepared by the Australian Institute of
Company Directors.
The principles of the code are:
(cid:127)
(cid:127)
(cid:127)
(cid:127)
(cid:127)
(cid:127)
(cid:127)
(cid:127)
(cid:127)
(cid:127)
(cid:127)
A director must act honestly, in good faith and in the best interests of the Company as a whole.
A director has a duty to use due care and diligence in fulfilling the functions of office and exercising
the powers attached to that office.
A director must use the powers of office for a proper purpose, in the best interests of the Company as
a whole.
A director must recognise that the primary responsibility is to the Company's shareholders as a whole
but should, where appropriate, have regard for the interest of all stakeholders of the company.
A director must not make improper use of information acquired as a director.
A director must not take improper advantage of the position of director.
A director must not allow personal interests, or the interests of any associated person, to conflict with
the interests of the Company.
A director has an obligation to be independent in judgment and actions and to take all reasonable
steps to be satisfied as to the soundness of all decisions taken as a Board.
Confidential information received by a director in the course of the exercise of directorial duties
remains the property of the Company and it is improper to disclose it, or allow it to be disclosed,
unless that disclosure has been authorised by the Company, or the person from whom the
information is provided, or is required by law.
A director should not engage in conduct likely to bring discredit upon the Company.
A director has an obligation at all times, to comply with the spirit, as well as the letter of the law and
with the principles of the Code.
90
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BERKELEY RESOURCES LIMITED
The principles are supported by guidelines as set out by the Australian Institute of Company Directors for their
interpretation. Directors are also obliged to comply with the Company's Code of Ethics and Conduct, as outlined
below.
2.2 Code of Ethics and Conduct
The Group has implemented a Code of Ethics and Conduct, which provides guidelines aimed at maintaining high
ethical standards, corporate behaviour and accountability within the Group.
All employees and Directors are expected to:
(cid:127)
(cid:127)
(cid:127)
(cid:127)
(cid:127)
(cid:127)
(cid:127)
(cid:127)
(cid:127)
respect the law and act in accordance with it;
respect confidentiality and not misuse Group information, assets or facilities;
value and maintain professionalism;
avoid real or perceived conflicts of interest;
act in the best interests of shareholders;
by their actions contribute to the Group's reputation as a good corporate citizen which seeks the
respect of the community and environment in which it operates;
perform their duties in ways that minimise environmental impacts and maximise workplace safety;
exercise fairness, courtesy, respect, consideration and sensitivity in all dealings within their workplace
and with customers, suppliers and the public generally; and
act with honesty, integrity, decency and responsibility at all times.
An employee that breaches the Code of Ethics and Conduct may face disciplinary action. If an employee
suspects that a breach of the Code of Ethics and Conduct has occurred or will occur, he or she must report that
breach to management. No employee will be disadvantaged or prejudiced if he or she reports in good faith a
suspected breach. All reports will be acted upon and kept confidential.
2.3 Dealings in Company Securities
The Company's share trading policy imposes basic trading restrictions on all Directors and employees of the
Group. Directors and employees must not:
(cid:127)
(cid:127)
(cid:127)
deal in the Company’s securities on considerations of a short term nature and must also take reasonable
steps to prevent any person connected with them from doing the same;
deal in the Company’s securities during a close period; and
deal in any of the Company’s securities if they have unpublished price-sensitive information.
A ‘close period’ is:
(cid:127)
(cid:127)
(cid:127)
the period of two months immediately preceding the preliminary announcement of the Company’s annual
results;
the period of two months immediately preceding the announcement of the Company’s half-year results;
and
the period of one month immediately preceding the announcement of the quarterly activities and
cashflow report.
Unpublished price sensitive information' is information that:
(cid:127)
(cid:127)
is not generally available; and
if it were generally available, it would, or would be likely to have a significant effect on the price or value
of the Company’s securities.
If an employee possesses inside information, the person must not:
(cid:127)
(cid:127)
(cid:127)
trade in the Company's securities;
advise others or procure others to trade in the Company's securities; or
pass on the inside information to others - including colleagues, family or friends - knowing (or where the
employee or Director should have reasonably known) that the other persons will use that information to
trade in, or procure someone else to trade in, the Company's securities.
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berkeley resources limited ANNUAL REPORT 2013 CORPORATE GOVERNANCE STATEMENT (Continued)
2.3 Dealings in Company Securities (Continued)
This prohibition applies regardless of how the employee or Director learns the information (e.g. even if the
employee or Director overhears it or is told in a social setting).
In addition to the above, clearance must be obtained from the Chairman before dealing in any securities and
Directors must notify the Company Secretary as soon as practicable, but not later than 5 business days, after they
have bought or sold the Company's securities or exercised options. In accordance with the provisions of the
Corporations Act and the Listing Rules of the ASX, the Company on behalf of the Directors must advise the ASX
of any transactions conducted by them in the securities of the Company.
Breaches of this policy will be subject to disciplinary action, which may include termination of employment.
2.4
Interests of Other Stakeholders
The Group's objective is to create long-term shareholder value by becoming a uranium producer in the near to
medium term, through the ongoing exploration, appraisal and development of its flagship Salamanca Project
located in Spain. The Group's operations are subject to various environmental laws and regulations under the
relevant government's legislation. Full compliance with these laws and regulations is regarded as a minimum
standard for the Group to achieve.
To assist in meeting its objective, the Group conducts its business within the Code of Ethics and Conduct, as
outlined in 2.2 above.
3. DISCLOSURE OF INFORMATION
3.1 Continuous Disclosure to ASX
The continuous disclosure policy requires all executives and Directors to inform the Managing Director (or
Chairman where there is no Managing Director) or in their absence the Company Secretary of any potentially
material information as soon as practicable after they become aware of that information.
Information is material if it is likely that the information would influence investors who commonly acquire securities
on ASX in deciding whether to buy, sell or hold the Company's securities.
Information need not be disclosed if:
1.
It is not material and a reasonable person would not expect the information to be disclosed, or it is
material but due to a specific valid commercial reason is not to be disclosed; and
2. The information is confidential; or
3. One of the following applies:
i. It would breach a law or regulation to disclose the information;
ii. The information concerns an incomplete proposal or negotiation;
iii. The information comprises matters of supposition or is insufficiently definite to warrant disclosure;
iv. The information is generated for internal management purposes;
v. The information is a trade secret;
vi. It would breach a material term of an agreement, to which the Group is a party, to disclose the
information;
vii. The information is scientific data that release of which may benefit the Group's potential
competitors.
The Managing Director (or Chairman where there is no Managing Director) is responsible for interpreting and
monitoring the Group's disclosure policy and where necessary informing the Board. The Company Secretary is
responsible for all communications with ASX.
3.2 Communication with Shareholders
The Group places considerable importance on effective communications with shareholders.
The Group's communication strategy requires communication with shareholders and other stakeholders in an
open, regular and timely manner so that the market has sufficient information to make informed investment
decisions on the operations and results of the Group. The strategy provides for the use of systems that ensure a
regular and timely release of information about the Group is provided to shareholders. Mechanisms employed
include:
92
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BERKELEY RESOURCES LIMITED
(cid:127)
(cid:127)
(cid:127)
(cid:127)
(cid:127)
Announcements lodged with ASX;
ASX Quarterly Cash Flow Reports;
Half Yearly Report;
Presentations at the Annual General Meeting/General Meeting's; and
Annual Report.
The Board encourages full participation of shareholders at the Annual General Meeting to ensure a high level of
accountability and understanding of the Group's strategy and goals.
The Group also posts all reports, ASX and media releases and copies of significant business presentations on the
Company's website.
4. RISK MANAGEMENT AND INTERNAL CONTROL
4.1 Approach to Risk Management and Internal Control
The identification and effective management of risk, including calculated risk-taking, is viewed as an essential part
of the Group's approach to creating long-term shareholder value.
The Group operates a standardised risk management process that provides a consistent framework for the
identification, assessment, monitoring and management of material business risks. This process is based on the
Australian/New Zealand Standard for Risk Management (AS/NZS 4360 Risk Management) and the Committee of
Sponsoring Organisations of the US Treadway Commission (COSO) control framework for enterprise risk
management.
Strategic and operational risks are reviewed at least annually as part of the annual strategic planning, business
planning, forecasting and budgeting process.
The Group has developed a series of operational risks which the Group believes to be inherent in the industry in
which the Group operates having regard to the Group’s circumstances (including financial resources, prospects
and size). These include:
(cid:127)
(cid:127)
(cid:127)
(cid:127)
(cid:127)
fluctuations in commodity prices and exchange rates;
accuracy of mineral reserve and resource estimates;
reliance on licenses, permits and approvals from governmental authorities;
ability to obtain additional financing; and
changed operating, market or regulatory environments.
These risk areas are provided here to assist investors to understand better the nature of the risks faced by our
Group and the industry in which the Group operates. They are not necessarily an exhaustive list.
4.2 Risk Management Roles and Responsibilities
Management is responsible for designing, implementing and reporting on the adequacy of the Group's risk
management and internal control system. Management reports to the Board annually, or more frequently as
required, on the Group’s key risks and the extent to which it believes these risks are being managed.
The Board is responsible for reviewing and approving the Group’s risk management and internal control system
and satisfying itself annually, or more frequently if required, that management has developed and implemented a
sound system of risk management and internal control.
In 2013 the Board reviewed the overall risk profile for the Group and received reports from management on the
effectiveness of the Group’s management of its material business risks.
4.3 Integrity of Financial Reporting
The Board also receives a written assurance from the Chief Executive Officer or equivalent (‘CEO’) and the Chief
Financial Officer or equivalent (‘CFO’) that to the best of their knowledge and belief, the declaration provided by
them in accordance with section 295A of the Corporations Act is founded on a sound system of risk management
and internal control and that the system is operating effectively in relation to financial reporting risks.
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ANNUAL REPORT 2013
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berkeley resources limited ANNUAL REPORT 2013 CORPORATE GOVERNANCE STATEMENT (Continued)
4.3 Integrity of Financial Reporting (Continued)
The Board notes that due to its nature, internal control assurance from the CEO and CFO can only be reasonable
rather than absolute. This is due to such factors as the need for judgement, the use of testing on a sample basis,
the inherent limitations in internal control and because much of the evidence available is persuasive rather than
conclusive and therefore is not and cannot be designed to detect all weaknesses in control procedures.
4.4 Role of External Auditor
The Group's practice is to invite the auditor (who now must attend) to attend the annual general meeting and be
available to answer shareholder questions about the conduct of the audit and the preparation and content of the
auditor's report.
5. PERFORMANCE REVIEW
The Board has adopted a self-evaluation process to measure its own performance and the performance of its
committees (if any) during each financial year. Also, an annual review is undertaken in relation to the composition
and skills mix of the Directors of the Company.
Arrangements put in place by the Board to monitor the performance of the Group's executives include:
(cid:127)
(cid:127)
(cid:127)
(cid:127)
a review by the Board of the Group's financial performance;
annual performance appraisal meetings incorporating analysis of key performance indicators with
each individual to ensure that the level of reward is aligned with respective responsibilities and
individual contributions made to the success of the Group;
an analysis of the Group’s prospects and projects; and
a review of feedback obtained from third parties, including advisors.
The Remuneration Report discloses the process for evaluating the performance of senior executives, including
the Managing Director.
In 2013, performance evaluations for senior executives took place in accordance with the process disclosed
above and in the Remuneration Report.
6. REMUNERATION ARRANGEMENTS
The broad remuneration policy is to ensure that remuneration properly reflects the relevant person's duties and
responsibilities, and that the remuneration is competitive in attracting, retaining and motivating people of the
highest quality. The Board believes that the best way to achieve this objective is to provide Executive Directors
and executives with a remuneration package consisting of fixed components that reflect the person's
responsibilities, duties and personal performance.
In addition to the above, the Group has developed a limited equity-based remuneration arrangement for key
executives and consultants.
The remuneration of Non-Executive Directors is determined by the Board as a whole having regard to the level of
fees paid to non-executive directors by other companies of similar size in the industry.
The aggregate amount payable to the Company's Non-Executive Directors must not exceed the maximum annual
amount approved by the Company's shareholders.
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BERKELEY RESOURCES LIMITED
COMPLIANCE WITH ASX CORPORATE
GOVERNANCE RECOMMENDATIONS
During the 2013 financial year, the Company complied with the ASX Principles and Recommendations other than
in relation to the matters specified below.
Recommendation
Ref
Notification of
Departure
Explanation for Departure
2.1
2.4
A majority of the
Board are not
independent
directors.
The Board considers
following Directors are
independent directors in accordance with the ASX Corporate
Governance Council's definition of independence:
that
the
Mr Ian Middlemas (Independent Non-Executive Chairman)
Senor Jose Ramon Esteruelas (Independent Non-Executive
Director – resigned 29 November 2012)
The Board believes that the individuals on the Board can make,
and do make, quality and independent judgements in the best
interests of the Company on all relevant issues. Directors
having a conflict of interest in relation to a particular item of
business must absent themselves from the Board meeting
before commencement of discussion on the topic.
A separate
Nomination
Committee has not
been formed.
The Board considers that the Company is not currently of a size
to justify the formation of a Nomination Committee. The Board
as a whole undertakes process of reviewing the skill base and
experience of existing Directors to enable identification or
attributes
in new Directors. Where appropriate
independent consultants are engaged to identify possible new
candidates for the Board.
required
3.2, 3.3
A policy concerning
diversity has not
been established.
The Company had 30 employees at 30 June 2013, including 8
female employees. The Company currently has no female
executives or directors. The Board’s policy is to employ the best
candidate for a specific position, regardless of gender, and
considers that the Company is not currently of a size to justify a
policy regarding diversity and objectives regarding gender
diversity.
4.2, 4.3
The Company did
not have a separate
Audit Committee for
the entire year
ended 30 June
2013.
There was an Audit Committee in place until 25 September
2012, however, following changes to the composition of the
Board in April 2012, the Board considered that the Group was
not of a size nor are its affairs of such complexity to justify the
formation of a separate Audit Committee. The Board as a
whole undertakes the selection and proper application of
accounting policies, the identification and management of risk
and the review of the operation of the internal control systems.
8.1
A separate
Remuneration
Committee has not
been formed
following changes
There was a Remuneration Committee in place until 25
September 2012, however,
the
composition of the Board in April 2012, the Board considered
that the Group was not of a size nor are its affairs of such
complexity to justify the formation of a separate Remuneration
Committee. The Board as a whole is responsible for the
remuneration arrangements for Directors and executives of the
Company.
to
As the Company's activities increase in size, scope and/or nature, the Company's corporate governance
principles will be reviewed by the Board and amended as appropriate.
Further details of the Company's corporate governance policies and practices are available on the Company's
website at www.berkeleyresources.com.au.
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BERKELEY RESOURCES LIMITED
95
berkeley resources limited ANNUAL REPORT 2013 ADDITIONAL INFORMATION
The shareholder information set out below was applicable as at 30 September 2013.
1.
TWENTY LARGEST HOLDERS OF LISTED SECURITIES
The names of the twenty largest holders of each class of listed securities are listed below:
Ordinary Shares
Name
Pershing Australia Nominees Pty Ltd
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