2014
Annual
Report
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Directors
Mr ian MiDDleMas
Chairman
Dr JaMes ross
Non-Executive 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
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
contents
YEAR IN REVIEW
SALAMANCA PROjECT
1
3
SuSTAINABLE DEVELOPMENT 12
DIRECTORS' REPORT 13
CONSOLIDATED STATEMENT OF PROFIT OR
LOSS AND OTHER COMPREHENSIVE INCOME 35
CONSOLIDATED STATEMENT
OF FINANCIAL POSITION 36
CONSOLIDATED STATEMENT OF CASH FLOWS 37
CONSOLIDATED STATEMENT OF
CHANGES IN EquITY 38
NOTES TO AND FORMING PART OF
THE FINANCIAL STATEMENTS 39
DIRECTORS’ DECLARATION 76
INDEPENDENCE DECLARATION 77
INDEPENDENT AuDITOR’S REPORT 78
CORPORATE GOVERNANCE STATEMENT 80
COMPLIANCE WITH ASX CORPORATE
GOVERNANCE RECOMMENDATIONS 87
ADDITIONAL INFORMATION 88
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
Level 40, Central Park
152-158 St Georges Terrace
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
Numis Securities Limited
The London Stock Exchange Building
10 Paternoster Square
London EC4M 7LT
YEAR IN REVIEW
Year in review
Berkeley Resources Limited ('Berkeley' or 'the Company')
is a uranium exploration and development company with
a quality resource base in Spain. 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 2013/2014 year include:
PRE-FEASIBILITY STuDY (‘PFS’) CONFIRMED THE TECHNICAL
AND ECONOMIC VIABILITY OF THE S ALAMANCA PROjECT
• Steady state annual production of 3.3 million pounds u3O8 over a 7 year period, with average annual production of
2.7 million pounds u3O8 over an initial 11 year life of mine;
• Average operating costs (C1 cash costs) of uS$24.60 per pound of u3O8 over the life of mine;
• 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; and
• PFS considered a base case scenario, with strong potential to increase the production profile and/or mine life.
COMMENCEMENT OF THE SALAMANCA
PROjECT DEFINITIVE FEASIBILITY STuDY (‘DFS’)
• DFS focussed on the integrated development of Retortillo and Alameda;
• Opportunities to further enhance Project economics identified in PFS incorporated into DFS scope; and
• A number of work programs providing key inputs to the DFS, including detailed geological and structural mapping,
hydrogeological studies, metallurgical testwork, and resource infill drilling at Retortillo, have commenced.
ENVIRONMENTAL LICENCE FOR RETORTILLO GRANTED
• The Regional Government granted a Favourable Declaration of Environmental Impact (‘Environmental Licence’)
for Retortillo following submission and extensive review of the Company’s Environmental and Social Impact
Assessment (‘ESIA’).
1
berkeley resources limited ANNUAL REPORT 2014 YEAR IN REVIEW (CONTINUED)
Year in review
EXPLOITATION CONCESSION (‘MINING LICENCE’)
FOR RETORTILLO GRANTED
• Valid for an initial period of 30 years, renewable for two further periods of 30 years;
• Covers an area of 25.2km2 and includes the entire area containing the Retortillo deposit;
• Retortillo deposit forms part of the integrated Salamanca Project and is the first resource from which
production is scheduled to commence; and
• With the grant of Mining Licence by the Regional Government, the approval processes associated with
other key permits, including the Initial Authorisation of the process plant as a radioactive facility and the
Exceptional Authorisation for Land use (application for reclassification from rural to industrial use) of the
affected surface land area at Retortillo, may now be finalised.
GAMBuTA SCOPING STuDY
• Completion of a positive Scoping Study on the Gambuta deposit, enabling the Company to advance
Gambuta to the next stage of evaluation;
• The Gambuta deposit, which is located approximately 145 kilometres southeast of Retortillo, has
an Inferred Mineral Resource Estimate (‘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; and
• Gambuta will ultimately be integrated with Retortillo and Alameda, with a view to potentially increasing
the production scale and/or mine life of the Salamanca Project.
HIGH GRADE MINERALISATION
INTERSECTED AT ZONA 7
• 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 (not including the results from the 2013 or 2014 drill program). It is located within 10
kilometres of the proposed location of the centralised processing plant at Retortillo;
• 2013 drill program intersected high grade mineralisation at shallow depths and extended the
mineralisation a further 1,200 metres to the southwest of the current resource area;
• Better intercepts from the 2013 program 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;
• A follow up drill program aimed at infilling the zone of mineralisation delineated by the 2013 program
and extending it further along strike commenced in May 2014. The 2014 program was designed to close
the broadly spaced 2013 drill pattern down to a notional 100 metre by 100 metre grid to facilitate the
estimation of a revised Inferred MRE for Zona 7 in late 2014; and
• Results from the 2014 program received to date include 21 metres @ 3,101 ppm u3O8, 25 metres @
2,005 ppm u3O8, 21 metres @ 1,535 ppm u3O8, 17 metres @ 1,517 ppm u3O8 and 16 metres @ 1,014
ppm u3O8.
2
SALAMANCA PROJECT
Salamanca
Project
Figure 1. Location of the Salamanca Project, Spain
3
SPAINNorth200kmPORTUGALFRANCEBarcelonaValenciaPalma deMallorcaSevillaMadridSalamancaA CoruñaBilbaoLisboaCáceresAlamedaGambutaSalamanca ProjectRetortillo/Zona 7 berkeley resources limited ANNUAL REPORT 2014 SALAMANCA PROJECT (CONTINUED)
SALAMANCA PROJECT (cont.)
Berkeley is focused on the development of its wholly
owned flagship Salamanca Project in western Spain
(Figure 1). The Project comprises the Retortillo, Alameda,
Gambuta and Zona 7 deposits as well as a number of
other Satellite Deposits and is currently being advanced
through the development phase towards production. The
Salamanca Project includes granted tenements covering
an area in excess of 80,000 ha. Total mineral resources
are estimated at 65.4 million tonnes at 427 ppm u3o8
for a total of 61.6 million pounds u3o8, with significant
exploration potential.
PROJECT EVALUATION
Pre-Feasibility Study
Key parameters used in the PFS included:
• ore processing rate
5,500,000 tonnes per annum (steady state)
• Mining cut-off Grades
105 ppm u3O8 for Retortillo and 90 ppm u3O8
for Alameda
• Metallurgical recovery
85%
• uranium price
uS$65 per pound u3O8
• exchange rate
uS$/€1.28
In September 2013, the Company completed a PFS on
the integrated development of Retortillo and Alameda,
which clearly demonstrated the Salamanca Project’s
potential to support a significant scale, long life uranium
mining operation (refer ASX announcement dated 26
September 2013).
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.
using only the current MRE for Retortillo and Alameda,
which total 34.5 million pounds u3O8 (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 (refer ASX
june 2014 quarterly Report). There is strong potential to
increase the production profile and/or mine life through the
exploitation of additional resources held by the Company
(totalling 27.1 million pounds u3O8) and with ongoing
exploration work.
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.
Table 1: Summary of MREs used as the basis of the PFS
retortillo and alameda
Mineral Resource Estimates – September 2013
Reported at a lower cut-off grade of 200 ppm u3O8
category
Indicated
Inferred
Sub Total
Indicated
Inferred
Sub Total
Indicated
Inferred
Total
tonnage
(million tonnes)
14.4
1.8
16.2
20.0
0.7
20.7
34.4
2.5
36.9
Grade
(u3o8 ppm)
378
359
376
455
657
462
423
443
424
contained u3o8
(million pounds)
12.0
1.4
13.4
20.1
1.0
21.1
32.1
2.4
34.5
retortillo
alameda
combined
4
SALAMANCA PROJECT (CONTINUED)
The PFS was based on open pit mining, heap leaching
using on-off leach pads, 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 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). During steady state operation the annual ore
processing rate is 5.5 million tonnes. Operating costs (C1
cash costs) average uS$24.60 per pound u3O8 over the
life of mine (Table 2).
The initial capital cost (nominally ± 20% accuracy) for the
Project is estimated at uS$95.1 million (Table 3). This
cost is inclusive of all mine, processing, infrastructure
and indirect costs required to develop and commence
production at Retortillo. A further uS$74.4 million of
capital, incurred in the second year of production, is
required to develop Alameda and achieve steady state
operation (Table 4). The Project’s capital cost reflects the
excellent existing infrastructure, use of heap leaching as
the preferred processing route, and the favoured mining
contractor scenario (no mining fleet capital expenditure).
Table 2: Summary of LOM Operating Costs
(nominally ± 20% accuracy)
Description
Mining
Processing
(including ripios backfill)
G&A
subtotal by area
total operating costs
cost (us$/lb u3o8)
retortillo
alameda
14.50
12.80
2.03
29.33
24.60
9.76
10.41
1.56
21.73
Figure 2: Salamanca Project Process Flowsheet
5
berkeley resources limited ANNUAL REPORT 2014 SALAMANCA PROJECT (CONTINUED)
SALAMANCA PROJECT (cont.)
Table 3: Summary of Retortillo Capital Costs
(nominally ± 20% accuracy)
Table 4: 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$m)
Description
cost
(us$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
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
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
6
SALAMANCA PROJECT (CONTINUED)
Figure 3: Salamanca Project Infrastructure
Definitive Feasibility Study
The Project was subsequently advanced to the DFS stage.
A number of opportunities to further enhance the Project
economics through capital and operating cost reductions
were identified in the PFS. Prior to commencing the DFS,
the Company undertook a comprehensive review of the
PFS with a view to assessing these opportunities and
defining key work programs to be incorporated into the
final scope.
Following completion of this review, the key areas of focus
for the DFS include:
• Resource infill drilling programs aimed at upgrading the
classification of specific portions of the current Retortillo
and Alameda MRE’s to the Measured category;
• Further metallurgical testwork programs, including
additional column leach work (six metre columns –
operational height), in combination with ion exchange
(‘IX’) at Alameda and solvent extraction (‘SX’) and
ammonium diuranate (‘ADu’) precipitation at Retortillo
to generate more detailed information relating to the pH
and acid consumption optimisation, design and sizing
of the IX and SX units, and final product specification;
• Development of a Geo-Met model which will
incorporate additional geological and metallurgical
parameters into the resource block model to support
metallurgical process modelling and mine planning
and optimisation;
• Open pit optimisation, detailed mine design and
production scheduling using the upgraded MRE
block models;
• Enhanced design of the project infrastructure and
site facilities;
• undertaking engineering studies to support capital and
operating cost estimates for the Project to a level of
accuracy of nominally ±10%; and
• undertaking an evaluation of the various alternatives
for funding the development of the Project and the
sale of future uranium production (including uranium
marketing and off-take arrangements).
A number of work programs providing key inputs to the
DFS have commenced, including the resource infill drilling
program at Retortillo, the metallurgical testwork program,
development of Geo-Met models and hydrogeological
studies for both sites.
7
berkeley resources limited ANNUAL REPORT 2014 SALAMANCA PROJECT (CONTINUED)
SALAMANCA PROJECT (cont.)
Gambuta Scoping Study
The Company has also completed a Scoping Study level
evaluation (‘the Study’) of the Gambuta deposit, which will
ultimately be integrated with Retortillo and Alameda, with
a view to potentially increasing the production scale and/or
mine life of the Project.
The Gambuta deposit, which is located approximately 145
kilometres southeast of Retortillo, has an 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
(refer ASX September 2012 quarterly Report).
The conceptual approach used in the Study was 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 geometry, average thickness and depth of the
mineralisation make it amenable to shallow open pit mining
with a low ore to waste strip ratio.
The scope of work included 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 results of the testwork showed that uranium recovery
improves with finer crushing and averages 80% across
the various material types at a 12 mm crush size. Acid
consumption for the heap leach will range from 9 kg/t to
10 kg/t, inclusive of the addition of acid in the agglomeration
process. Analytical data of the pregnant liquor solution
(‘PLS’) obtained during the testwork program indicated
that there are no impurities at levels that could adversely
impact the downstream process.
Geomechanical tests confirmed that the ore (and residues)
could be stacked up to eight metres, with the heap leach
pad design conservatively assuming the ore will be stacked
in two six metre lifts.
Additional work included geotechnical evaluation (based
on re-logging of available drill core), open pit optimisation
and mine design, heap leach pad design, and a site layout
and infrastructure assessment.
The existing regional infrastructure provides ready access
to the site location, power and water. In terms of resin
transport, the distance to the proposed centralised facility
at Retortillo is 250 kilometres using the established road
network with approximately 90% of the route being
highways. Given the Project’s proximity to local towns and
villages, on-site accommodation facilities are not required.
8
The results of the Study were positive and accordingly,
the Company will advance Gambuta to the next stage of
the evaluation. This will include further compilation and
assessment of available technical and environmental
baseline data, additional environmental and radiological
monitoring and baseline studies, and subsequently
resource infill drilling aimed at upgrading the current
Inferred MRE to the Indicated category and further
metallurgical testwork.
PERMITTING
A number of major permitting milestones were achieved
during 2013/2014 with the grant of the Favourable
(‘Environmental
Declaration of Environmental
Licence’) and the Exploitation Concession
(‘Mining
Licence') for Retortillo by the Regional Government of
Castilla and León.
Impact
Retortillo
The Retortillo Environmental Licence was granted in
October 2013 following substantial work over a 24 month
period directed towards permitting of the Project, including
environmental and social baseline studies and culminating
with the submission of the Environmental and Social
Impact Assessment (‘ESIA’), together with the Exploitation
Plan and the Reclamation and Closure Plan for Retortillo.
The ESIA and associated documentation were subjected
to extensive review by all relevant authorities and key
stakeholders, including a 30 day Public Information Period,
prior to the grant of the Environmental Licence. The
Environmental Licence covers all mining and processing
activities, including treatment of loaded resin transported
to Retortillo from other deposits.
Key activities undertaken during the ESIA process,
which was managed by Berkeley with input from a multi-
included
disciplinary group of specialist consultants,
environmental baseline monitoring studies, census work
to understand the flora and fauna within and around the
tenement area, ecosystem and habitat sensitivity surveys,
noise and air quality studies, surface and underground
water studies, and extensive community engagement.
The grant of the Mining Licence for Retortillo in April
2014 is a major milestone for the Company and follows
the approval of Exploitation and Reclamation and Closure
Plans for the proposed mining operation submitted by
Berkeley, and the completion of a number of studies
and technical review sessions with relevant government
agencies. The granting of the Mining Licence has also
taken into account the prerequisite approval of the
Company's ESIA by the environmental authorities, and the
favourable recommendation report issued by the Nuclear
Safety Council.
SALAMANCA PROJECT (CONTINUED)
Figure 4: Exploration Potential – Retortillo Region
The Mining Licence is valid for an initial period of 30 years
and may be renewed for two additional periods of 30
years. It covers an area of 25.2km2 and includes the entire
area containing the Retortillo Mineral Resource Estimate.
With the grant of the Mining Licence, the approval
processes associated with other key permits including the
Initial Authorisation of the process plant as a radioactive
facility and the Exceptional Authorisation for Land use
(application for reclassification from rural to industrial use)
of the affected surface land area at Retortillo, may now
be finalised.
ExPLORATION POTENTIAL
The exploration and resource growth potential in the
Retortillo, Alameda and Gambuta regions is considered
significant with numerous untested or poorly tested
radiometric anomalies, exploration targets under shallow
Tertiary cover, and possible extensions to known resources.
A comprehensive review of all available data for the
regional tenements surrounding the existing resources
was completed in 2013, in order to rank and prioritise the
identified anomalies/targets, generate new exploration
targets and design an exploration work program.
Alameda
The key documents required for the next phase of
permitting at Alameda were submitted to the relevant
authorities during the year. These included a revised
version of the Environmental Scoping Document (‘ESD’)
which was updated to incorporate the results from the
PFS and inputs from the granting of the Environment and
Mining Licenses for Retortillo.
Zona 7 is the first of the exploration targets to be tested and
there remain a number of other priority targets, including
Zona 42 in the Retortillo region, and Villar in the Alameda
Region. The Company will progressively explore each of
these prospective targets.
Zona 7
Zona 7 is located approximately 10 kilometres to the
northwest of the proposed location of the centralised
processing plant at Retortillo 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 lower cut-off grade
of 200 ppm u3O8 (refer ASX june 2012 quarterly Report).
The extension of Zona 7 to the southwest was identified as
a priority drill target in the 2013 review.
9
berkeley resources limited ANNUAL REPORT 2014 SALAMANCA PROJECT (CONTINUED)
SALAMANCA PROJECT (cont.)
An 18 hole, 1,133 metre reverse circulation (‘RC’) drill
program was completed in 2013 to test this priority target.
Assay results returned from this drilling program confirmed
that the Zona 7 mineralisation extends a further 1,200
metres to the southwest of the current resource area.
The drilling, which was carried out on an approximately
400 metre by 100 metre grid, essentially doubled the
strike extent of the mineralised zone and it remained
open. Significant high grade intersections were 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 (refer ASX announcement dated 7 August 2013).
A follow-up drill program in 2014, comprising 44 RC holes
for approximately 3,100 metres and three diamond core
holes for approximately 300 metres, was aimed at infilling
the zone of mineralisation defined by the 2013 drilling
and extending it further along strike. The program was
designed to close the broadly spaced 2013 drill pattern
down to a notional 100 metre by 100 metre grid to facilitate
the estimation of a revised Inferred Mineral Resource for
the prospect.
The 2014 program was completed in September and
results received to date include 21 metres @ 3,101 ppm
u3O8, 25 metres @ 2,005 ppm u3O8, 21 metres @ 1,535
ppm u3O8, 17 metres @ 1,517 ppm u3O8 and 16 metres @
1,014 ppm u3O8. These results have shown that there is
good continuity of the mineralised zone, both in terms of
thickness and grade, between the previous broader spaced
holes. Significant high grade intersections have been
recorded at shallow depths (from surface to a maximum
depth of 73 metres), with thicknesses up to 25 metres.
Initial results from the 2014 drilling program at Zona 7
confirm continuity of the mineralised zone extending well
beyond the current resource boundary, and highlight the
significant exploration and resource growth potential of the
broader Salamanca Project.
The data obtained from both the 2013 and 2014 drilling
programs will form the basis for an upgraded Inferred
Mineral Resource for Zona 7, anticipated to be completed
in the December 2014 quarter.
Figure 5: Drilling Plan Highlighting Extension of Zona 7 Mineralisation
10
SALAMANCA PROJECT (CONTINUED)
Figure 6: Zona 7 Cross Section
11
berkeley resources limited ANNUAL REPORT 2014 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.
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
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
12
for constant improvement. These certifications require the
review of economic, environmental and social indicators,
and provide assurance to Company management and
employees, as well as external stakeholders,
that
environmental impact is being measured and improved,
and are renewed annually after an external audit. In
ensuring effective 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.
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.
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 human resources consultant, and a
dedicated office opened in Retortillo.
• 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 junta de Castilla y León.
• The Company will contribute to cultural, educational and
sports activities of the directly affected municipalities.
DIRECTORS’ REPORT
30 JUNE 2014
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 2014 (‘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 – Chairman
Dr James Ross – Non-Executive Deputy Chairman
Mr Robert Behets – Non-Executive Director
Unless otherwise disclosed, Directors held their office from 1 July 2013 until the date of this report.
CURRENT DIRECTORS AND OFFICERS
Ian Middlemas
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 Paringa Resources
Limited (October 2013 – present), Prairie Mining 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), Odyssey Energy Limited (September 2005 – present),
Sierra Mining Limited (January 2006 – June 2014), Decimal Software Limited (July 2013 – April 2014), Global
Petroleum Limited (April 2007 – December 2011) and Coalspur Mines Limited (March 2007 – October 2011).
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 Chairman of Earth Science Western Australia Inc. and the John De Laeter Centre for Isotope
Research; a member of the Technology Industry Advisory Council; and a former Director of Kimberley Foundation
Australia Limited.
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 FINANCIAL REPORT 2014
1
13
berkeley resources limited ANNUAL REPORT 2014 DIRECTORS’ REPORT
30 JUNE 2014
(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 was also previously a 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 also held a directorship in Papillon Resources Limited (May 2012 – present).
Francisco Bellón
General Manager Operations
Qualifications – M.Sc
Mr Bellón is a Mining Engineer specialising 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 of 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 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) 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
15
berkeley resources limited ANNUAL REPORT 2014ANNUAL FINANCIAL REPORT 2014 3 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 2014 2013 The number of full time equivalent people employed by the Consolidated Entity at balance date 29 30 DIVIDENDS No dividends have been declared, provided for or paid in respect of the financial year ended 30 June 2014 (2013: nil). EARNINGS PER SHARE 2014 Cents 2013 Cents Basic loss per share (4.19)(6.24) Diluted loss per share (4.19)(6.24) CORPORATE STRUCTURE 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 2014$2013$Loss of the Consolidated Entity before income tax (7,577,578)(11,145,447) Income tax benefit/(expense) 43,630(43,630) Net loss (7,533,948)(11,189,077) Net loss attributable to members of Berkeley Resources Limited (7,533,948)(11,189,077) DIRECTORS’ REPORT
30 JUNE 2014
(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 Project’).
The Salamanca Project comprises the Retortillo, Alameda, Gambuta and Zona 7 deposits, plus a number of other
Satellite deposits located in western Spain.
During the year, the Company completed a Preliminary Feasibility Study (‘PFS’) on the integrated development of
Retortillo and Alameda, which clearly demonstrated the Project’s potential to support a significant scale, long life
uranium mining operation. The Company has subsequently commenced a Definitive Feasibility Study ('DFS') for
the Project.
Operations
Highlights during, and subsequent to the end of, the financial year:
(i) Completion of the PFS confirming the technical and economic viability of the Salamanca Project,
including:
Steady state annual production of 3.3 million pounds U3O8 over a 7 year period, with average annual
production of 2.7 million pounds U3O8 over an initial 11 year life of mine;
Average operating costs (C1 cash costs) of US$24.60 per pound of U3O8 over the life of mine;
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; and
PFS considered a base case scenario, with strong potential to increase the production profile and/or
mine life.
(ii) Commencement of the Salamanca Project DFS:
DFS focussed on the integrated development of Retortillo and Alameda; and
A number of work programs providing key inputs to the DFS, including detailed geological and structural
mapping, hydrogeological studies, metallurgical testwork, and resource drilling at Retortillo, have
commenced.
(iii) Environmental Licence for Retortillo granted:
The Regional Government granted a Favourable Declaration of Environmental Impact (‘Environmental
Licence’) for Retortillo following submission and extensive review of the Company’s Environmental and
Social Impact Assessment (‘ESIA’).
(iv) Exploitation Concession (‘Mining Licence’) for Retortillo granted:
Valid for an initial period of 30 years, renewable for two further periods of 30 years;
Covers an area of 25.2km2 and includes the entire area containing the Retortillo deposit;
Retortillo deposit forms part of the integrated Salamanca Project and is the first resource from which
production is scheduled to commence; and
With the grant of Mining Licence by the Regional Government, the approval processes associated with
other key permits, including the Initial Authorisation of the process plant as a radioactive facility and the
Exceptional Authorisation for Land Use (application for reclassification from rural to industrial use) of the
affected surface land area at Retortillo, may now be finalised.
(v) Gambuta Scoping Study:
Completion of a positive Scoping Study on the Gambuta deposit, enabling the Company to advance
Gambuta to the next stage of evaluation;
The Gambuta deposit, which is located approximately 145 kilometres southeast of Retortillo, has an
Inferred Mineral Resource Estimate (‘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 (refer ASX September 2012 Quarterly Report);
and
Gambuta will ultimately be integrated with Retortillo and Alameda, with a view to potentially increasing
the production scale and/or mine life of the Salamanca Project.
16
4
BERKELEY RESOURCES LIMITED
(vi) High Grade Mineralisation Intersected at Zona 7:
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 (not including the results from the 2013 or 2014 drill programs - See ASX September 2012
Quarterly Report). It is located within 10 kilometres of the proposed location of the centralised processing
plant at Retortillo;
2013 drill program intersected high grade mineralisation at shallow depths and extended the
mineralisation a further 1,200 metres to the southwest of the current resource area;
Better intercepts from the 2013 program 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;
A follow up drill program aimed at infilling the zone of mineralisation delineated by the 2013 program and
extending it further along strike commenced in May 2014. The 2014 program was designed to close the
broadly spaced 2013 drill pattern down to a notional 100 metre by 100 metre grid to facilitate the
estimation of a revised Inferred MRE for Zona 7 in late 2014; and
Results from the 2014 program received to date include 21 metres @ 3,101 ppm U3O8, 25 metres @
2,005 ppm U3O8, 21 metres @ 1,535 ppm U3O8, 17 metres @ 1,517 ppm U3O8 and 16 metres @ 1,014
ppm U3O8.
Salamanca Project
Berkeley’s flagship Salamanca Project comprises the Retortillo, Alameda, Gambuta and Zona 7 deposits, plus a
number of other Satellite deposits located in western Spain.
Project Evaluation
Pre-Feasibility Study
In September 2013, the Company completed a PFS on the integrated development of Retortillo and Alameda,
which clearly demonstrated the Salamanca Project’s potential to support a significant scale, long life uranium
mining operation (refer ASX announcement dated 26 September 2013).
Using only the current MRE for Retortillo and Alameda, which total 34.5 million pounds U3O8 (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 (refer ASX June 2014 Quarterly Report). There is strong potential
to increase the production profile and/or mine life through the exploitation of additional resources held by the
Company (totalling 27.1 million pounds U3O8) and with ongoing exploration work.
The PFS was based on open pit mining, heap leaching using on-off leach pads, 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 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). During steady state operation the annual ore
processing rate is 5.5 million tonnes. Operating costs (C1 cash costs) average US$24.60 per pound U 3O8 over
the life of mine.
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).
Definitive Feasibility Study
A number of opportunities to further enhance the Project economics through capital and operating cost reductions
were identified in the PFS. Prior to commencing the DFS, the Company undertook a comprehensive review of the
PFS with a view to assessing these opportunities and defining key work programs to be incorporated into the final
scope. Following finalisation of the Scope of Work, the key areas of focus for the DFS include:
Resource infill drilling programs aimed at upgrading the classification of specific portions of the current
Retortillo and Alameda MRE’s to the Measured category;
17
ANNUAL FINANCIAL REPORT 2014
5
berkeley resources limited ANNUAL REPORT 2014
DIRECTORS’ REPORT
30 JUNE 2014
(Continued)
OPERATING AND FINANCIAL REVIEW (Continued)
Further metallurgical testwork programs, including additional column leach work (six metre columns –
operational height), in combination with ion exchange (‘IX’) at Alameda and solvent extraction (‘SX’) and
ammonium diuranate (‘ADU’) precipitation at Retortillo to generate more detailed information relating to
the pH and acid consumption optimisation, design and sizing of the IX and SX units, and final product
specification;
Development of a Geo-Met model which will incorporate additional geological and metallurgical
parameters into the resource block model to support metallurgical process modelling and mine planning
and optimisation;
Open pit optimisation, detailed mine design and production scheduling using the upgraded MRE block
models;
Enhanced design of the project infrastructure and site facilities;
Undertaking engineering studies to support capital and operating cost estimates for the Project to a level
of accuracy of nominally ±10%; and
Undertaking an evaluation of the various alternatives for funding the development of the Project and the
sale of future uranium production (including uranium marketing and off-take arrangements).
A number of work programs providing key inputs to the DFS, including the resource infill drilling program at
Retortillo, the metallurgical testwork program, development of Geo-Met models and hydrogeological studies for
both sites, were advanced late in the year.
Resource Drilling
The PFS was based solely on the MREs for Retortillo and Alameda (Table 1), prepared by Berkeley and reported
in accordance with the JORC Code (2004).
The Alameda MRE was unchanged from that reported in July 2012 and was based on data from approximately
41,000 metres of historical diamond (‘DD’) drilling and 11,000 metres of DD and reverse circulation (‘RC’) drilling
undertaken by Berkeley.
The Retortillo MRE was updated in September 2013 to incorporate the results of a 2013 RC infill drilling program
which comprised 67 RC drill holes for 4,382 metres.
Table 1 - Summary of MREs used as the basis of the PFS
Retortillo and Alameda
Mineral Resource Estimates – September 2013
Reported at a lower cut-off grade of 200 ppm U3O8
Category
Tonnage
Grade
Contained U3O8
(million tonnes)
(U3O8 ppm)
(million pounds)
Retortillo
Alameda
Indicated
Inferred
Sub Total
Indicated
Inferred
Sub Total
Combined
Indicated
Inferred
Total
14.4
1.8
16.2
20.0
0.7
20.7
34.4
2.5
36.9
378
359
376
455
657
462
423
443
424
12.0
1.4
13.4
20.1
1.0
21.1
32.1
2.4
34.5
18
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BERKELEY RESOURCES LIMITED
A comparison between the Retortillo September 2013 MRE and July 2012 MRE highlights the following:
Total tonnes increased by 7% (16.2 million tonnes vs. 15.2 million tonnes);
Average grade decreased by 2% (376 ppm U3O8 vs. 383 ppm U3O8);
Total contained uranium increased by 5% (13.4 million pounds U3O8 vs. 12.8 million pounds U3O8); and
Indicated Resources increased from 61% to 90% of total MRE.
These changes are largely attributable to the inclusion of the results of the 2013 infill drilling, which were mostly in
line with expectations based on the previous July 2012 resource model, and they also confirmed that the
mineralisation extends a further 200 metres to the northwest beyond the previous resource boundary.
Following completion of the detailed design of the infill drilling program for Retortillo for the DFS, activities
including land owner authorisation, site access and drill site preparation were undertaken late in the year and
drilling commenced in August 2014. The 2014 infill drilling program is aimed at upgrading the resource
classification of the areas to be mined during the initial two years of the PFS production schedule to the Measured
category.
Gambuta Scoping Study
During the year, the Company also completed a Scoping Study level evaluation (‘the Study’) of the Gambuta
deposit. The Study was managed by Berkeley, with input from a number of industry recognised specialist
consultants covering the key disciplines.
The Gambuta deposit, which is located approximately 145 kilometres southeast of Retortillo, has an 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
(refer ASX September 2012 Quarterly Report).
The conceptual approach used in the Study was 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 geometry, average thickness and depth of the mineralisation make it amenable to shallow open pit mining
with a low ore to waste strip ratio.
The results of the Study were positive and accordingly, the Company will advance Gambuta to the next stage of
the evaluation. Gambuta will ultimately be integrated with Retortillo and Alameda, with a view to potentially
increasing the production scale and/or mine life of the Salamanca Project.
Permitting
Significant progress was made with permitting during the year, with two major permitting milestones achieved for
Retortillo.
In October 2013, the Regional Government of Castilla and León granted a Favourable Declaration of
Environmental Impact (‘Environmental Licence’) for Retortillo.
The grant of the Environmental Licence followed substantial work over a 24 month period, including
environmental and social baseline studies and culminating with the submission of the Environmental and Social
Impact Assessment (‘ESIA’), together with the Exploitation Plan and the Reclamation and Closure Plan for
Retortillo.
The ESIA and associated documentation were subjected to extensive review by all relevant authorities and key
stakeholders, including a 30 day Public Information Period, prior to the grant of the Environmental Licence. The
Environmental Licence covers all mining and processing activities, including treatment of loaded resin transported
to Retortillo from other deposits.
Key activities undertaken during the ESIA process, which was managed by Berkeley with input from a multi-
disciplinary group of specialist consultants, included environmental baseline monitoring studies, census work to
understand the flora and fauna within and around the tenement area, ecosystem and habitat sensitivity surveys,
noise and air quality studies, surface and underground water studies, and extensive community engagement.
In April 2014, the Regional Government of Castilla and León granted the Exploitation Concession (‘Mining
Licence’) for Retortillo. The Retortillo deposit forms part of the Salamanca Project and is the first resource from
which production is scheduled to commence.
19
ANNUAL FINANCIAL REPORT 2014
7
berkeley resources limited ANNUAL REPORT 2014
DIRECTORS’ REPORT
30 JUNE 2014
(Continued)
OPERATING AND FINANCIAL REVIEW (Continued)
The grant of the Mining Licence for Retortillo is a major milestone for the Company and follows the approval of
Exploitation and Reclamation and Closure Plans for the proposed mining operation submitted by Berkeley, and
the completion of a number of studies and technical review sessions with relevant government agencies. The
granting of the Mining Licence has also taken into account the prerequisite approval of the Company’s ESIA by
the environmental authorities, and the favourable recommendation report issued by the Nuclear Safety Council.
The Mining Licence is valid for an initial period of 30 years and may be renewed for two additional periods of 30
years. It covers an area of 25.2km2 and includes the entire area containing the Retortillo MRE.
With the grant of the Mining Licence, the approval processes associated with other key permits including the
Initial Authorisation of the process plant as a radioactive facility and the Exceptional Authorisation for Land Use
(application for reclassification from rural to industrial use) of the affected surface land area at Retortillo, may now
be finalised.
The key documents required for the next phase of permitting at Alameda were submitted to the relevant
authorities during the year. These included a revised version of the Environmental Scoping Document (‘ESD’)
which was updated to incorporate the results from the PFS and inputs from the granting of the Environment and
Mining Licenses for Retortillo.
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 located approximately 10 kilometres to the northwest of the proposed location of the centralised
processing plant at Retortillo and currently hosts an Inferred MRE of 3.9 million tonnes averaging 414 ppm U 3O8
for a contained 3.6 million pounds of U3O8 at a lower cut-off grade of 200 ppm U3O8 (refer ASX June 2012
Quarterly Report).
An 18 hole, 1,133 metre RC drill program was subsequently completed in mid-2013 to test this priority target.
Assay results returned from this drilling program in August 2013 confirmed that the Zona 7 mineralisation extends
a further 1,200 metres to the southwest of the current resource area. The drilling, which was carried out on an
approximately 400 metre by 100 metre grid, essentially doubled the strike extent of the mineralised zone and it
remains open. Significant high grade intersections were 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 (refer ASX announcement dated 7 August 2013).
A follow-up drill program in 2014, comprising 44 RC holes for approximately 3,100 metres and three DD holes for
approximately 300 metres, was aimed at infilling the zone of mineralisation defined by the 2013 drilling and
extending it further along strike. The program was designed to close the broadly spaced 2013 drill pattern down to
a notional 100 metre by 100 metre grid to facilitate the estimation of a revised Inferred Mineral Resource for the
prospect.
The 2014 program will be completed in September.
Results from the 2014 program received to date include 21 metres @ 3,101 ppm U3O8, 25 metres @ 2,005 ppm
U3O8, 21 metres @ 1,535 ppm U3O8, 17 metres @ 1,517 ppm U3O8 and 16 metres @ 1,014 ppm U3O8. These
results have shown that there is good continuity of the mineralised zone, both in terms of thickness and grade,
between the previous broader spaced holes. Significant high grade intersections have been recorded at shallow
depths (from surface to a maximum depth of 73 metres), with thicknesses up to 25 metres.
The data obtained from both the 2013 and 2014 drilling programs will form the basis for an upgraded Inferred
Mineral Resource for Zona 7, anticipated to be completed in the December 2014 quarter.
20
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BERKELEY RESOURCES LIMITED
A summary of all resource and exploration drilling completed by Berkeley during the year is presented in the
following table.
Table 2: 2013/2014 Drilling Summary
Diamond
RC
Total
Holes
Metres
Holes
Metres
Holes
Metres
Retortillo
Alameda
Zona 7
Total
-
-
-
-
-
-
-
-
-
-
32
32
-
-
2081
2081
-
-
32
32
-
-
2081
2081
Results of Operations
The Consolidated Entity’s net loss after tax for the year ended 30 June 2014 was $7,533,948 (2013:
$11,189,077). This loss is partly attributable to:
(i)
Exploration and evaluation expenses of $6,935,123 (2013: $11,999,142), 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 reduced exploration and evaluation expenditure in the year ended 30 June 2014 is a reflection of the
activities undertaken during the year, including a period of internal review following the release of the PFS
in September 2013, and an ongoing focus on cost control across all areas of the business.
(ii)
Share based payments expense of $809,174 (2013: $417,918) 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 $825,297 (2013: $1,509,713), and a rebate of
$338,074 (2013: $737,198) was received in respect of R&D activities undertaken in Australia. The reduction in
interest income reflects the reduced average cash position from 2013 to 2014 and a general reduction in interest
rates from 2013 to 2014.
Financial Position
At 30 June 2014, the Group had cash reserves of A$20.2 million, with no debt. This puts the Group in a strong
financial position as it looks to complete the DFS and progress the development of the Salamanca Project. The
Company continues to maintain a strong focus on cost control across all areas of the business
The Group had net assets of $35,582,008 at 30 June 2014 (2013: $42,136,600), a decrease of $6,554,592 or
approximately 15.5% 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 $14,173,930 at 30 June 2013 to $14,268,990 at 30 June
2014 is attributed to the devaluation of the Australian dollar (AUD) against the Euro, with approximately $8.53
million (€6.0million) of the Exploration asset denominated in Euro and revalued in AUD at each balance date.
The decrease in trade creditors from $2,172,953 at 30 June 2013 to $1,094,791 is a reflection of a lower level of
activity at the end of 2014 as the Company commences the DFS. This is compared to the end of 2013 when the
Company was actively in the process of completing the PFS.
ANNUAL FINANCIAL REPORT 2014
9
21
berkeley resources limited ANNUAL REPORT 2014
DIRECTORS’ REPORT
30 JUNE 2014
(Continued)
OPERATING AND FINANCIAL REVIEW (Continued)
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
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 61.6 million pounds of contained
U3O8 (65.4 million tonnes at 427 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, 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 DFS for the Salamanca Project;
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 all 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; and
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.
22
10
BERKELEY RESOURCES LIMITED
23
berkeley resources limited ANNUAL REPORT 2014 ANNUAL FINANCIAL REPORT 2014 11 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. In September 2013, the Company completed the PFS confirming the technical and economic viability of the Salamanca Project and its potential to support a significant scale, long life, low cost uranium operation. Using only the MRE for Retortillo and Alameda, the PFS is considered a base case scenario with strong potential to increase the production profile and/or mine life through the exploitation of additional resources held by the Company and with ongoing exploration work. In October 2013, the Regional Government of Castilla and León granted a Favourable Declaration of Environmental Impact (‘Environmental Licence’) for Retortillo following submission and extensive review of the Company’s Environmental and Social Impact Assessment. On 31 December 2013, the Company issued 968,000 fully paid ordinary shares following the conversion of 968,000 Tranche 1 Performance Share Rights upon satisfaction of the PFS milestone. The Company granted 490,000 Performance Share Rights to employees and consultants of the Company on 28 March 2014. In April 2014, a major permitting milestone was achieved with the grant of the Exploitation Concession (‘Mining Licence’) for Retortillo by the Regional Government of Castilla and León. The Retortillo deposit forms part of the Salamanca Project and is the first resource from which production is scheduled to commence. SIGNIFICANT POST BALANCE DATE EVENTS As at the date of this report there are no matters or circumstances, which have arisen since 30 June 2014 that have significantly affected or may significantly affect: the operations, in financial years subsequent to 30 June 2014, of the Consolidated Entity; the results of those operations, in financial years subsequent to 30 June 2014, of the Consolidated Entity; or the state of affairs, in financial years subsequent to 30 June 2014, 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 Current Directors Ordinary Shares(i) $0.45 Unlisted Options(ii) Performance Rights(iii) Ian Middlemas 5,300,000 4,000,000 - James Ross 415,000 - 300,000 Robert Behets 1,240,000 1,000,000 720,000 Notes (i) “Ordinary Shares” means fully paid ordinary shares in the capital of the Company. (ii) “$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. (iii) “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. DIRECTORS’ REPORT
30 JUNE 2014
(Continued)
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:
•
•
•
•
•
•
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.
1,118,000 Performance Rights at no exercise price that expire on 30 June 2015.
1,478,000 Performance Rights at no exercise price that expire on 31 December 2016.
1,598,000 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 968,000 new shares issued as a result of the exercise of
Performance Rights, and no new shares issued as a result of the exercise of Unlisted Options. There were
35,000 Unlisted Options that lapsed (forfeited) and 2,826,666 Unlisted Options that expired during the year.
Since 30 June 2014, there have been no shares issued as a result of the exercise of Unlisted Options or
Performance Rights 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 2014, and the number of meetings attended by each director.
Current Directors
Ian Middlemas
James Ross
Robert Behets
Board Meetings
Number Eligible to Attend
Board Meetings
Number Attended
3
3
3
3
3
3
24
12
BERKELEY RESOURCES LIMITED
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
Chairman
Non-Executive Deputy Chairman
Non-Executive Director
Other KMP
Mr Francisco Bellón del Rosal
Mr Javier Colilla Peletero
Mr Clint McGhie
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 2013 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:
•
•
•
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, performance rights 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.
ANNUAL FINANCIAL REPORT 2014
13
25
berkeley resources limited ANNUAL REPORT 2014
DIRECTORS’ REPORT
30 JUNE 2014
(Continued)
REMUNERATION REPORT (AUDITED) (Continued)
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 2014 financial year, a total bonus sum of $73,888 (2013: $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. An additional 490,000 Performance Rights were issued on 28 March 2014.
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 2015 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 increased 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 were closely related.
26
14
BERKELEY RESOURCES LIMITED
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 9.25% of
their salary (increased to 9.5% from 1 July 2014), 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.
27
ANNUAL FINANCIAL REPORT 2014
15
berkeley resources limited ANNUAL REPORT 2014
DIRECTORS’ REPORT
30 JUNE 2014
(Continued)
REMUNERATION REPORT (AUDITED) (Continued)
Key Management Personnel Remuneration
Details of the nature and amount of each element of the remuneration of each Director and other KMP of the
Company or Group for the financial year are as follows:
Short-term Benefits
2014
Directors
Ian Middlemas
James Ross
Robert Behets(1)
Other KMP
Francisco Bellón del
Rosal
Javier Colilla Peletero
Clint McGhie(2)
Total
Notes
(1)
(2)
(3)
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
$
Cash
Bonus
$
Share-
Based
Payments
$
Other Non-
Cash
Benefits(3)
$
Total
$
-
-
-
-
-
-
-
59,235
142,163
-
-
-
50,000
109,235
395,563
Salary
& Fees
$
50,000
50,000
253,400
280,774
19,710
36,944
113,383
280,768
17,520
36,944
152,902
47,776
17,028
498,587
505,162
Percentage
of Total
Remunerat-
ion that
Consists of
Options/
Rights
%
Percent-
age
Performa
nce
Related
%
-
54.23
35.94
22.74
30.27
-
54.23
35.94
30.15
37.58
-
-
-
106,623
-
106,623
100.00
100.00
914,942
37,230
73,888
574,306
64,804
1,665,170
Mr Behets received Directors fees of $50,000 and consulting fees of $203,400 for additional services provided to the company;
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 (2013: $24,000); and
Other Non-Cash Benefits includes payments made for housing and car benefits.
Short-term Benefits
Post
Employ-
ment
Benefits
$
Cash
Bonus
$
Share-
Based
Payments
$
Other Non-
Cash
Benefits(5)
$
-
-
-
-
-
-
-
-
-
-
-
17,423
41,816
-
-
-
-
-
-
-
Salary
& Fees
$
100,000
50,000
206,600
24,726
4,484
Percentage
of Total
Remunerat-
ion that
Consists of
Options/
Rights
%
Percent-
age
Performa
nce
Related
%
-
25.84
16.83
-
-
-
25.84
16.83
-
-
Total
$
100,000
67,423
248,416
24,726
4,484
250,258
15,601
25,163
94,877
21,710
407,609
234,550
13,851
25,163
113,991
10,404
397,959
23.28
28.64
29.45
34.97
-
-
-
31,362
-
31,362
100.00
100.00
870,618
29,452
50,326
299,469
32,114
1,281,979
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 and car benefits.
Total
Notes
(1)
(2)
(3)
(4)
(5)
28
16
BERKELEY RESOURCES LIMITED
Options and Performance Rights Granted to KMP
There were no Unlisted Options or Performance Rights granted to Key Management Personnel during the year
ended 30 June 2014.
Details of Unlisted Options and Performance Rights granted by the Company to each Key Management
Personnel of the Group during the year ended 30 June 2013 are as follows:
Grant
Date
Fair
Value
$
Exercise
Price
$
No.
Granted
Total
Value
of
Options
/ Rights
Granted
$
No.
Vested
at 30
June
2013
No.
Vested
at 30
June
2014
2013
Directors
James Ross
James Ross
James Ross
James Ross
Options/
Rights(1)
Grant
Date
Expiry
Date
Rights
12-Apr-13 30-Jun-14
Rights
12-Apr-13 30-Jun-15
Rights
12-Apr-13 31-Dec-16
Rights
12-Apr-13 31-Dec-17
Robert Behets
Rights
12-Apr-13 30-Jun-14
Robert Behets
Rights
12-Apr-13 30-Jun-15
Robert Behets
Rights
12-Apr-13 31-Dec-16
Robert Behets
Rights
12-Apr-13 31-Dec-17
Rights
12-Apr-13 30-Jun-14
Rights
12-Apr-13 30-Jun-15
Rights
12-Apr-13 31-Dec-16
Rights
12-Apr-13 31-Dec-17
-
-
-
-
-
-
-
-
-
-
-
-
0.309
100,000
30,900
0.309
100,000
30,900
0.309
100,000
30,900
0.309
100,000
30,900
0.309
240,000
74,160
0.309
240,000
74,160
0.309
240,000
74,160
0.309
240,000
74,160
0.309
100,000
30,900
0.309
100,000
30,900
0.309
200,000
61,800
0.309
250,000
77,250
Options
9-Nov-12
22-Dec-15
0.475
0.210
750,000 157,500
Rights
12-Apr-13 30-Jun-14
Rights
12-Apr-13 30-Jun-15
Rights
12-Apr-13 31-Dec-16
Rights
12-Apr-13 31-Dec-17
Rights
12-Apr-13 30-Jun-14
Rights
12-Apr-13 30-Jun-15
Rights
12-Apr-13 31-Dec-16
Rights
12-Apr-13 31-Dec-17
-
-
-
-
-
-
-
-
0.309
100,000
30,900
0.309
100,000
30,900
0.309
200,000
61,800
0.309
250,000
77,250
0.309
180,000
55,620
0.309
180,000
55,620
0.309
180,000
55,620
0.309
180,000
55,620
Other KMP
Francisco Bellón
del Rosal
Francisco Bellón
del Rosal
Francisco Bellón
del Rosal
Francisco Bellón
del Rosal
Javier Colilla
Peletero
Javier Colilla
Peletero
Javier Colilla
Peletero
Javier Colilla
Peletero
Javier Colilla
Peletero
Clint McGhie
Clint McGhie
Clint McGhie
Clint McGhie
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
100,000
-
-
-
240,000
100,000
-
-
-
375,000
100,000
-
-
-
180,000
-
-
-
Notes
(1)
For details on the valuation of the Unlisted Options and Performance Rights, including models and assumptions used,
please refer to Note 17 to the financial statements.
ANNUAL FINANCIAL REPORT 2014
17
29
berkeley resources limited ANNUAL REPORT 2014
DIRECTORS’ REPORT
30 JUNE 2014
(Continued)
REMUNERATION REPORT (AUDITED) (Continued)
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
%
-
-
-
-
-
25,230(1)
60,552(1)
25,230(1)
25,230(1)
45,414(1)
-
-
-
-(2)
-
59,235
142,163
113,383
152,902
106,623
54.23
35.94
22.74
30.27
100.00
2014
Directors
James Ross
Robert Behets
Other KMP
Francisco Bellón del
Rosal
Javier Colilla Peletero
Clint McGhie
Notes
(1)
(2)
On 31 December 2013, Performance Rights expiring 30 June 2014 were exercised. The value of the Performance
Rights exercised is calculated using the 5 day VWAP on 18 December 2013 ($0.2523), which was the date that the
performance milestone was considered to be satisfied; and
1,000,000 Unlisted Options with an exercise price of $1.35 expired on 18 June 2014.
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
16.83
-
-
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 17
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.
30
18
BERKELEY RESOURCES LIMITED
Employment Contracts with Directors and Executive Officers
Current Directors
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.
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 as
previously set by the Board for Non-Executive Directors. 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.
Dr Ross was granted the following Performance Rights following Shareholder approval on 12 April 2013:
•
•
•
•
100,000 Performance Rights exercisable for Nil consideration each on or before 30 June 2014
(exercised on 31 December 2013);
100,000 Performance Rights exercisable for Nil consideration each on or before 30 June 2015;
100,000 Performance Rights exercisable for Nil consideration each on or before 31 December 2016; and
10,000 Performance Rights exercisable for Nil consideration each on or before 31 December 2017.
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.
Mr Behets was granted the following Performance Rights following Shareholder approval on 12 April 2013:
•
•
•
•
240,000 Performance Rights exercisable for Nil consideration each on or before 30 June 2014
(exercised on 31 December 2013);
240,000 Performance Rights exercisable for Nil consideration each on or before 30 June 2015;
240,000 Performance Rights exercisable for Nil consideration each on or before 31 December 2016; and
240,000 Performance Rights exercisable for Nil consideration each on or before 31 December 2017.
Current other KMP
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 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:
•
100,000 Performance Rights exercisable for Nil consideration each on or before 30 June 2014
(exercised on 31 December 2013);
31
ANNUAL FINANCIAL REPORT 2014
19
berkeley resources limited ANNUAL REPORT 2014
DIRECTORS’ REPORT
30 JUNE 2014
(Continued)
REMUNERATION REPORT (AUDITED) (Continued)
•
•
•
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 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 has 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:
•
•
•
•
100,000 Performance Rights exercisable for Nil consideration each on or before 30 June 2014
(exercised on 31 December 2013);
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.
Equity instruments held by Key Management Personnel
Option and Performance Right holdings of Key Management Personnel
Granted
as
Compen
-sation
Options
exercised/
Rights
Converted
Held at
1 July 2013
Net Other
Changes
Held at
30 June
2014
Vested
and
exercise-
able at 30
June 2014
2014
Directors
Ian Middlemas
James Ross
Robert Behets
Executives
4,000,000
400,000
1,960,000
-
-
-
-
-
-
-
(100,000)
(240,000)
(100,000)
-
-
-
-
4,000,000
4,000,000
300,000
-
1,720,000
1,000,000
1,550,000
666,666
(100,000)
(1,000,000)(1)
1,300,000
375,000
(180,000)
-
540,000
-
Francisco Bellón del Rosal
1,650,000
Javier Colilla Peletero
Clint McGhie
2,400,000
720,000
Notes
(1) 1,000,000 Unlisted Options granted to Mr Colilla expired on 18 June 2014.
32
20
BERKELEY RESOURCES LIMITED
Shareholdings of Key Management Personnel
2014
Directors
Ian Middlemas
James Ross
Robert Behets
Executives
Francisco Bellón del Rosal
Javier Colilla Peletero
Clint McGhie
Held at
1 July 2013
Granted as
Compen-
sation
Options
exercised /
Rights
converted
Net Other
Changes
Held at
30 June 2014
5,300,000
315,000
1,000,000
103,200
350,000
-
-
-
-
-
-
-
-
100,000
240,000
100,000
100,000
180,000
-
-
-
-
-
-
5,300,000
415,000
1,240,000
203,200
450,000
180,000
Loans from Key Management Personnel
No loans were provided to or received from KMP during the year ended 30 June 2014 (2013: Nil).
End of Remuneration Report.
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 $17,472 (2013: $18,098). 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.
33
ANNUAL FINANCIAL REPORT 2014
21
berkeley resources limited ANNUAL REPORT 2014
DIRECTORS’ REPORT
30 JUNE 2014
(Continued)
AUDITOR'S INDEPENDENCE DECLARATION
The auditor's independence declaration is on page 77 of the Annual Financial 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
25 September 2014
Competent Persons Statement
The information in this announcement that relates to 2014 Exploration Results is extracted from Berkeley’s ASX announcement
dated 18 August 2014 which is available to view on www.berkeleyresources.com.au. The information in the original ASX
Announcement was based on information compiled by Robert Behets, who is a Fellow of The Australasian Institute of Mining
and Metallurgy. Mr. Behets is a holder of shares, options and performance rights in, and is a director of Berkeley Resources
Limited. Mr. Behets 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 2012 Edition of the
‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. The Company confirms that it is
not aware of any new information or data that materially affects the information included in the original market announcement.
The Company confirms that the form and context in which the Competent Person’s findings are presented have not been
materially modified from the original market announcement.
The information in this announcement that relates to earlier Exploration Results and Mineral Resources is extracted from
Berkeley’s ASX announcements dated 31 July 2012 (June 2012 Quarterly Report), 31 October 2012 (September 2012
Quarterly Report), 7 August 2013 and 26 September 2013 which are available to view on Berkeley’s website at
www.berkeleyresources.com.au. The information in the original ASX announcements was based on information compiled by
Craig Gwatkin, who is a Member of The Australian Institute of Mining and Metallurgy and was an 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’. Mr. Gwatkin consents to
the inclusion in the report of the matters based on his information in the form and context in which it appears. This information
was prepared and first disclosed under the JORC Code 2004. It has not been updated since to comply with the JORC Code
2012 on the basis that the information has not materially changed since it was last reported.
The information in this Report that relates to the Pre-Feasibility Study is extracted from Berkeley’s ASX announcement dated 26
September 2013 which is available to view on Berkeley’s website at www.berkeleyresources.com.au. The information in the
original ASX announcement was based on information compiled by Neil Senior of SENET (Pty) Ltd. Mr. Senior is a Fellow of
The South African Institute of Mining and Metallurgy and has sufficient experience which is relevant to the style of mineralisation
and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined
in the 2004 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr.
Senior consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.
This information was prepared and first disclosed under the JORC Code 2004. It has not been updated since to comply with the
JORC Code 2012 on the basis that the information has not materially changed since it was last reported.
Production Target
The Production Target stated in this Report is based on the Company’s Pre-Feasibility Study (‘PFS’) for the Salamanca Project
as released to the ASX on 26 September 2013. The information in relation to the Production Target that the Company is
required to include in a public report in accordance with ASX Listing Rule 5.16 was included in the Company’s June 2014
Quarterly Report released to the ASX on 24 July 2014.
The Company confirms that the material assumptions underpinning the PFS and Production Target referenced in the 26
September 2013 and 24 July 2014 releases continue to apply and have not materially changed.
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.
34
22
BERKELEY RESOURCES LIMITED
CONSOLIDATED STATEMENT OF PROFIT OR
LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2014
Note
2014
$
2013
$
Revenue from continuing operations
2
1,163,371
2,246,911
Corporate and administration expenses
Exploration and evaluation expenses
Share-based payments
Loss before income tax benefit/ (expense)
Income tax benefit/ (expense)
3(b)
4
(996,652)
(975,298)
(6,935,123)
(11,999,142)
(809,174)
(417,918)
(7,577,578)
(11,145,447)
43,630
(43,630)
Loss after income tax benefit/ (expense)
(7,533,948)
(11,189,077)
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
-
-
172,516
1,185,200
Other Comprehensive Income, net of income tax
172,516
1,185,200
Total Comprehensive Loss for the year
(7,361,432)
(10,003,877)
Loss attributable to Members of Berkeley
Resources Limited
Total comprehensive loss attributable to
Members of Berkeley Resources Limited
(7,533,948)
(11,189,077)
(7,361,432)
(10,003,877)
Earnings per share
Basic loss per share from continuing operations
(cents per share)
Diluted loss per share from continuing operations
(cents per share)
21(a)
21(b)
(4.19)
(4.19)
(6.24)
(6.24)
The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in
conjunction with the accompanying notes.
ANNUAL FINANCIAL REPORT 2014
23
35
berkeley resources limited ANNUAL REPORT 2014
CONSOLIDATED STATEMENT OF
FINANCIAL POSITION
AS AT 30 JUNE 2014
ASSETS
Current Assets
Cash and cash equivalents
Trade and other receivables
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
22(b)
5
6
7
8
9
10
11
12
13
2014
$
2013
$
20,245,401
549,183
20,794,584
14,268,990
1,785,251
132,003
16,186,244
27,736,790
796,168
28,532,958
14,173,930
1,881,538
70,450
16,125,918
36,980,828
44,658,876
1,130,791
-
268,029
1,398,820
2,215,203
43,630
263,443
2,522,276
1,398,820
2,522,276
35,582,008
42,136,600
119,358,591
(1,180,339)
(82,596,244)
119,061,813
30,673
(76,955,886)
35,582,008
42,136,600
The above Statement of Financial Position should be read in conjunction with the accompanying Notes
36
24
BERKELEY RESOURCES LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2014
Note
2014
$
2013
$
Cash flows from operating activities
Payments to suppliers and employees
(8,368,242)
(11,492,269)
Interest received
Rebates received
Net cash outflow from operating
activities
721,588
338,074
1,476,989
737,198
22
(7,308,580)
(9,278,083)
Cash flows from investing activities
Exploration acquisition costs
Payments for property, plant and equipment
Net cash outflow from investing activities
Cash flows from financing activities
(108,118)
(36,489)
(74,177)
(182,295)
(798,644)
(835,133)
Proceeds from issue of shares and options
-
71,786
Transaction costs from issue of securities
Net cash inflow/(outflow) from financing
activities
(2,334)
(2,334)
-
71,786
Net decrease in cash and cash
equivalents held
Cash and cash equivalents at the
beginning of the financial year
(7,493,209)
(10,041,430)
27,736,790
37,716,585
Effects of exchange rate changes on
cash and cash equivalents
Cash and cash equivalents at the end of
the financial year
22(b)
1,820
61,635
20,245,401
27,736,790
The above Statement of Cash Flows should be read in conjunction with the accompanying Notes
37
ANNUAL FINANCIAL REPORT 2014
25
ANNUAL FINANCIAL REPORT 2013 25
berkeley resources limited ANNUAL REPORT 2014
CONSOLIDATED STATEMENT OF
CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2014
Issued Capital
Share Based
Payments
Reserve
$
$
Foreign
Currency
Translation
Reserve
$
Accumulated
Losses
Total Equity
$
$
As at 1 July 2013
119,061,813
2,623,721
(2,593,048)
(76,955,886)
42,136,600
-
-
-
-
-
-
-
(7,533,948)
(7,533,948)
172,516
-
172,516
172,516
(7,533,948)
(7,361,432)
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:
Conversion of Performance
Rights
Adjustment for expired options
Cost of share based payments
299,112
(299,112)
-
-
(1,893,590)
809,174
-
-
-
-
-
1,893,590
-
-
-
-
809,174
(2,334)
Share Issue costs
(2,334)
-
As at 30 June 2014
119,358,591
1,240,193
(2,420,532)
(82,596,244)
35,582,008
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
-
-
71,287
60,000
-
-
-
-
-
-
-
500
(2,158,327)
417,918
(11,189,077)
(11,189,007)
1,185,200
-
1,185,200
1,185,200
(11,189,077)
(10,003,877)
-
-
-
-
-
-
-
-
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
The above Statement of Changes in Equity should be read in conjunction with the accompanying Notes
38
26
BERKELEY RESOURCES LIMITED
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2014
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 2014 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 2014 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 and International Financial Reporting
Standards (‘IFRS’) as issued by the International Accounting Standards Board.
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. Details of the impact
of the adoption of these new accounting standards are set out in the individual accounting policy notes to follow.
New and revised Standards and amendments thereof and Interpretations effective for the current year that are
relevant to the Group include:
AASB 10 ‘Consolidated Financial Statements’ and AASB 2011-7 ‘Amendments to Australian Accounting
Standards arising from the consolidation and Joint Arrangements standards’;
AASB 11 ‘Joint Arrangements’ and AASB 2011-7 ‘Amendments to Australian Accounting Standards arising
from the consolidation and Joint Arrangements standards’;
AASB 13 ‘Fair Value Measurement’ and AASB 2011-8 ‘Amendments to Australian Accounting Standards
arising from AASB 13’; and
AASB 119 (Revised 2011) ‘Amendments to Australian Accounting Standards – Employee Benefits’.
The adoption of these new and revised standards has not resulted in any significant changes to the Group's
accounting policies or to the amounts reported for the current or prior periods.
As a consequence of the adoption of AASB 2011-4 amendments to AASB 124 ‘Related Party Disclosures’, the
individual Key Management Personnel disclosure previously required in notes has been removed and included in
the Remuneration Report.
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 2014. These are
outlined in the table overleaf:
ANNUAL FINANCIAL REPORT 2014
27
ANNUAL FINANCIAL REPORT 2013 27
39
berkeley resources limited ANNUAL REPORT 2014
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2014 (Continued)
1.
(b)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Statement of Compliance (Continued)
Application
Date of
Standard
1 January
2018
Impact on Group
Financial Report
These amendments
are not expected to
have any significant
the
impact
Group's
financial
report.
on
Application
Date for
Group
1 July 2018
Reference
Title
Summary
AASB 9/IFRS
9
Financial
Instruments
On 24 July 2014 The IASB issued the final version of
IFRS 9 which replaces IAS 39 and includes a logical
model for classification and measurement, a single,
forward-looking ‘expected loss’ impairment model and
a
hedge
accounting.
substantially-reformed
approach
to
IFRS 9 is effective for annual periods beginning on or
after 1 January 2018. However, the Standard is
available for early application. The own credit changes
can be early applied in isolation without otherwise
changing the accounting for financial instruments.
IFRS 9
final version of
The
introduces a new
expected-loss impairment model that will require more
losses.
recognition of expected credit
timely
Specifically, the new Standard requires entities to
account for expected credit losses from when financial
instruments are first recognised and to recognise full
lifetime expected losses on a more timely basis.
The AASB is yet to issue the final version of AASB 9.
A revised version of AASB 9 (AASB 2013-9) was
issued in December 2013 which included the new
hedge accounting requirements, including changes to
hedge effectiveness testing, treatment of hedging
costs, risk components that can be hedged and
disclosures.
includes requirements
for a simplified
AASB 9
for classification and measurement of
approach
financial assets compared with the requirements of
AASB 139.
The main changes are described below.
a)
b)
c)
Financial assets that are debt instruments will
be classified based on (1) the objective of the
entity's business model for managing the
financial assets; (2) the characteristics of the
contractual cash flows.
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 on investment can be recognised
in profit or loss and there is no impairment or
recycling on disposal of the instrument.
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.
The change attributable to changes in
credit risk are presented in other
comprehensive income (OCI)
The remaining change is presented in
profit or loss
AASB 9 also removes the volatility in profit or loss that
was caused by changes in the credit risk of liabilities
elected to be measured at fair value. This change in
accounting means
the
deterioration of an entity’s own credit risk on such
liabilities are no longer recognised in profit or loss.
that gains caused by
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, AASB
2010-10 and AASB 2014-1 – Part E.
40
28
BERKELEY RESOURCES LIMITED
Reference
Title
Summary
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
to net
may be considered equivalent
settlement.
identified
AASB 2013-3 amends
the disclosure
requirements in AASB 136 Impairment of
Assets. The amendments
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.
include
AASB 2013-4 amends AASB 139 to permit the
continuation of hedge accounting in specified
circumstances where a derivative, which has
been designated as a hedging instrument, is
novated from one counterparty to a central
counterparty as a consequence of laws or
regulations.
Application
Date of
Standard
1 January
2014
1 January
2014
1 January
2014
Impact on Group
Financial Report
These amendments
are not expected to
have any significant
the
impact
Group's
financial
report.
on
These amendments
are not expected to
have any significant
the
impact
Group's
financial
report.
on
These amendments
are not expected to
have any significant
the
impact
Group's
financial
report.
on
Application
Date for
Group
1 July 2014
1 July 2014
1 July 2014
AASB 2012-3
AASB 2013-3
AASB 2013-4
AASB 2013-5
Amendments to
Australian
Accounting
Standards
Offsetting
Financial Assets
and
Financial
Liabilities
–
Amendments to
AASB 136
–
Recoverable
Amount Disclos
ures
for Non-
Financial Assets
Amendments to
Australian
Accounting
–
Standards
Novation
of
Derivatives and
Continuation of
Hedge
Accounting
[AASB 139]
–
Amendments to
Australian
Accounting
Standards
Investment
Entities
[AASB 1, AASB
3, AASB
7,
AASB 10, AASB
12, AASB 107,
112,
AASB
124,
AASB
127,
AASB
AASB
132,
AASB 134 &
AASB 139]
AASB 1031
Materiality
AASB 2013-9
–
Amendments to
Australian
Accounting
Standards
Conceptual
Framework,
Materiality and
Financial
Instruments
These amendments define an
investment
entity and require that, with limited exceptions,
an investment entity does not consolidate its
subsidiaries or apply AASB 3 Business
Combinations when
it obtains control of
another entity.
1 January
2014
These amendments
are not expected to
have any significant
the
impact
Group's
financial
report.
on
1 July 2014
These amendments require an investment
entity to measure unconsolidated subsidiaries
at fair value through profit or loss in its
financial
consolidated
statements.
separate
and
These amendments also
introduce new
disclosure requirements for investment entities
to AASB 12 and AASB 127.
The revised AASB 1031 is an interim standard
that cross-references to other Standards and
the Framework (issued December 2013) that
contain guidance on materiality.
AASB 1031 will be withdrawn when references
to AASB 1031
in all Standards and
Interpretations have been removed.
The Standard contains three main parts and
makes amendments to a number Standards
and Interpretations.
1 January
2014
Part A of AASB 2013-9 makes consequential
amendments arising from the issuance of
AASB CF 2013-1.
20 December
2013
Part B makes amendments
to particular
Australian Accounting Standards to delete
references to AASB 1031 and also makes
minor editorial amendments to various other
standards.
Part C makes amendments to a number of
Australian Accounting Standards,
including
incorporating Chapter 6 Hedge Accounting
into AASB 9 Financial Instruments.
1 January
2014
1 January
2015
These amendments
are not expected to
have any significant
the
impact
Group's
financial
report.
on
These amendments
are not expected to
have any significant
the
impact
Group's
financial
report.
on
1 July 2014
30 June 2014
1 July 2014
1 July 2015
ANNUAL FINANCIAL REPORT 2014
29
ANNUAL FINANCIAL REPORT 2013 29
41
berkeley resources limited ANNUAL REPORT 2014
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2014 (Continued)
1.
(b)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Statement of Compliance (Continued)
Reference
Title
Summary
Interpretation
21
Levies
This Interpretation confirms that a liability to
pay a levy is only recognised when the activity
that triggers the payment occurs. Applying the
going concern assumption does not create a
constructive obligation.
A
AASB 2014-1
-
Part
Annual
Improvements
2010–2012
Cycle
Amendments to
Australian
Accounting
Standards Part
A
Annual
Improvements
to IFRSs 2010–
2012 Cycle
AASB 2014-1 Part A: This standard sets out
to Australian Accounting
amendments
Standards arising from the issuance by the
International Accounting Standards Board
(IASB) of International Financial Reporting
Standards (IFRSs) Annual Improvements to
IFRSs
and Annual
Improvements to IFRSs 2011–2013 Cycle.
2010–2012 Cycle
Annual Improvements to IFRSs 2010–2012
Cycle addresses the following items:
Application
Date of
Standard
1 January
2014
1 July 2014
Application
Date for
Group
1 July 2014
1 July 2014
Impact on Group
Financial Report
These amendments
are not expected to
have any significant
the
impact
Group's
financial
report.
on
These amendments
are not expected to
have any significant
the
impact
Group's
financial
report.
on
AASB 2 - Clarifies the definition of
'vesting conditions' and 'market condition'
and introduces the definition of
'performance condition' and 'service
condition'.
AASB 3 - Clarifies the classification
requirements for contingent consideration
in a business combination by removing all
references to AASB 137.
AASB 8 - Requires entities to disclose
factors used to identify the entity's
reportable segments when operating
segments have been aggregated. An
entity is also required to provide a
reconciliation of total reportable
segments' asset to the entity's total
assets.
AASB 116 & AASB 138 - Clarifies that the
determination of accumulated
depreciation does not depend on the
selection of the valuation technique and
that it is calculated as the difference
between the gross and net carrying
amounts.
AASB 124 - Defines a management entity
providing KMP services as a related party
of the reporting entity. The amendments
added an exemption from the detailed
disclosure requirements in paragraph 17
of AASB 124 for KMP services provided
by a management entity. Payments made
to a management entity in respect of KMP
services should be separately disclosed.
42
30
BERKELEY RESOURCES LIMITED
Reference
Title
Summary
AASB 2014-1
Part A - Annual
Improvements
2011–2013
Cycle
–
Amendments to
Australian
Accounting
Standards
Part A
Annual
Improvements
to IFRSs 2011–
2013 Cycle
AASB 2013-7
10
Amendments to
1038
AASB
from
arising
in
AASB
to
relation
Consolidation
and Interests of
Policyholders
[AASB 1038]
This standard sets out amendments to Annual
IFRSs 2011–2013 Cycle
Improvements to
and addresses the following items:
AASB13 - Clarifies that the portfolio
exception in paragraph 52 of AASB 13
applies to all contracts within the scope of
AASB 139 or AASB 9, regardless of
whether they meet the definitions of
financial assets or financial liabilities as
defined in AASB 132.
AASB40 - Clarifies that judgment is
needed to determine whether an
acquisition of investment property is
solely the acquisition of an investment
property or whether it is the acquisition of
a group of assets or a business
combination in the scope of AASB 3 that
includes an investment property. That
judgment is based on guidance in
AASB 3.
2013-7
removes
AASB
specific
requirements in relation to consolidation from
AASB 1038, which leaves AASB 10 as the
sole source for consolidation requirements
applicable to life insurer entities.
the
Application
Date of
Standard
1 July 2014
Impact on Group
Financial Report
These amendments
are not expected to
have any significant
the
impact
Group's
financial
report.
on
Application
Date for
Group
1 July 2014
1 January
2014
These amendments
are not expected to
have any significant
the
impact
financial
Group's
report
on
1 July 2014
(c)
Principles of Consolidation
The consolidated financial statements incorporate the assets, liabilities and results of entities controlled by
Berkeley Resources Limited at reporting date. Control is achieved when the Company has power over the
investee, is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to
use its power to affect its returns. The Company reassesses whether or not it controls an investee if facts and
circumstances indicate that there are changes to one or more of the three elements of control listed above. When
the Company has less than a majority of the voting rights of an investee, it has power over the investee when the
voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally.
The Company considers all relevant facts and circumstances in assessing whether or not the Company's voting
rights in an investee are sufficient to give it power.
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.
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.
ANNUAL FINANCIAL REPORT 2014
31
ANNUAL FINANCIAL REPORT 2013 31
43
berkeley resources limited ANNUAL REPORT 2014
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2014 (Continued)
1.
d)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
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 the Consolidated Entity’s uranium exploration activities in Spain.
44
32
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.
ANNUAL FINANCIAL REPORT 2014
33
45
berkeley resources limited ANNUAL REPORT 2014
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2014 (Continued)
1.
(g)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
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 2014 was Australian Dollars.
The following table sets out the functional currency of the subsidiaries (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.
46
34
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, and 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.
ANNUAL FINANCIAL REPORT 2014
35
47
berkeley resources limited ANNUAL REPORT 2014
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2014 (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.
48
36
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 balance date.
(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.
ANNUAL FINANCIAL REPORT 2014
37
49
berkeley resources limited ANNUAL REPORT 2014
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2014 (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.
50
38
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.
ANNUAL FINANCIAL REPORT 2014
39
51
berkeley resources limited ANNUAL REPORT 2014
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2014 (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:
• 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.
52
40
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
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 17)
Total Employee Benefits Expense
2014
$
2013
$
825,297
1,509,713
338,074
1,163,371
737,198
2,246,911
170,465
163,367
2,006,927
467,503
809,174
3,283,604
2,406,041
392,153
417,918
3,216,112
ANNUAL FINANCIAL REPORT 2014
41
53
berkeley resources limited ANNUAL REPORT 2014
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2014 (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 (benefit)/ 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
2014
$
2013
$
-
43,630
(130,129)
1,841,184
(1,208,309)
1,294,808
-
(1,229,843)
(611,341)
-
(43,630)
43,630
-
-
-
-
-
-
-
-
(c)
Reconciliation Between Tax Expense and
Accounting Loss Before Income Tax
Accounting loss before income tax
(7,577,578)
(11,145,447)
At the domestic income tax rate of 30% (2013: 30%)
(2,273,274)
(3,343,634)
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
Temporary differences not previously brought to account
Income tax (benefit)/ expense reported in the income
statement
325,810
(101,422)
205,882
(234,528)
840,577
2,098,808
(130,129)
1,294,808
1,841,184
(611,341)
(43,630)
43,630
54
42
BERKELEY RESOURCES LIMITED
(d)
Deferred Income Tax
Deferred income tax at 30 June 2014 relates to the
following:
Deferred Tax Liabilities
Accrued interest
Deferred tax assets used to offset deferred tax liabilities
Deferred Tax Assets
Accrued expenditure
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
2014
$
2013
$
40,931
(40,931)
-
14,849
6,437,550
4,537,746
(40,931)
(10,949,213)
-
9,817
(9,817)
-
12,675
4,453,316
5,190,538
(9,817)
(9,646,712)
-
This future income tax benefit will only be obtained if:
•
•
•
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.
ANNUAL FINANCIAL REPORT 2014
43
55
berkeley resources limited ANNUAL REPORT 2014 NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2014 (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.
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 (disposals)/ additions
Foreign exchange differences
Balance at end of year
2014
$
2013
$
289,592
136,434
123,157
549,183
539,753
32,725
223,690
796,168
14,173,930
13,011,723
(68,457)
163,517
36,489
1,125,718
14,268,990
14,173,930
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$8.69m) 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 has 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.
56
44
BERKELEY RESOURCES LIMITED
7.
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
2014
$
2013
$
420,764
75,939
(139,773)
(49,639)
20,186
357,410
353,230
(143,823)
(367,168)
221,115
327,477
420,764
1,109,129
(688,365)
420,764
864,023
(536,546)
327,477
1,460,774
-
(30,692)
27,692
1,079,797
(722,387)
357,410
1,109,129
(688,365)
420,764
852,361
445,413
(19,544)
182,544
1,457,774
1,460,774
852,361
-
852,361
1,510,372
(52,598)
1,457,774
852,361
-
852,361
1,482,871
(22,097)
1,460,774
ANNUAL FINANCIAL REPORT 2014
45
57
berkeley resources limited ANNUAL REPORT 2014
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2014 (Continued)
7.
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
2014
$
2013
$
1,881,538
75,939
(170,465)
(49,639)
47,878
1,209,771
798,643
(163,367)
(367,168)
403,659
At end of financial year, net of accumulated depreciation
and impairment
1,785,251
1,881,538
8.
NON-CURRENT ASSETS – OTHER
FINANCIAL ASSETS
Security bonds
132,003
70,450
9.
CURRENT LIABILITIES – TRADE AND
OTHER PAYABLES
Trade creditors
Accrued expenses
All trade and other payables are current. There are no overdue
amounts.
10.
CURRENT LIABILITIES – OTHER
FINANCIAL LIABILITIES
1,094,791
36,000
1,130,791
2,172,953
42,250
2,215,203
Other Financial Liabilities
268,029
263,443
11.
ISSUED CAPITAL
(a)
Issued and Paid up Capital
180,361,323 (2013: 179,393,323) fully paid ordinary
shares
119,358,591
119,061,813
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)
58
46
BERKELEY RESOURCES LIMITED
(b)
Movements in Ordinary Share Capital During the Past Two Years:
Details
Number of
Shares
Issue Price
$
$
Opening Balance 1 July 2013
179,393,323
119,061,813
Issue of Shares – Conversion of Performance Share
Rights
Share issue expenses
Closing Balance 30 June 2014
Opening Balance 1 July 2012
Issue of Shares – Listed options exercised
Reversal of Share issue expense
968,000
0.309
299,112
-
-
(2,334)
180,361,323
179,298,273
95,050
-
119,358,591
118,930,526
71,287
60,000
0.75
-
Closing Balance 30 June 2013
179,393,323
119,061,813
(c)
Terms and conditions of Ordinary Shares
(i)
General
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.
ANNUAL FINANCIAL REPORT 2014
47
59
berkeley resources limited ANNUAL REPORT 2014 NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2014 (Continued)
11.
(c)
ISSUED CAPITAL (Continued)
Terms and conditions of Ordinary Shares (Continued)
(vi)
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.
12.
RESERVES
Note
12(b)
12(c)
2014
$
2013
$
1,240,193
2,623,721
(2,420,532)
(2,593,048)
(1,180,339)
30,673
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.
60
48
BERKELEY RESOURCES LIMITED
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3
berkeley resources limited ANNUAL REPORT 2014
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2014 (Continued)
12.
RESERVES (Continued)
(c) Movements During the Past Two Years
Foreign Currency Translation Reserve
Opening balance
Translation of foreign operations
Closing balance
13.
ACCUMULATED LOSSES
Balance at beginning of year
Transfer from share based payments reserve
Net loss
Balance at end of year
(a)
Dividends
2014
$
2013
$
(2,593,048)
172,516
(2,420,532)
(3,778,248)
1,185,200
(2,593,048)
(76,955,886)
(67,925,136)
1,893,590
2,158,327
(7,533,948)
(11,189,077)
(82,596,244)
(76,955,886)
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.
14.
PARENT ENTITY INFORMATION
Current assets
Total assets
Current liabilities
Total liabilities
Net Assets
Issued Capital
Reserves
Accumulated losses
Total equity
Parent
2014
$
2013
$
20,101,264
26,665,531
26,469,701
33,035,048
117,904
117,904
160,658
160,658
26,351,797
32,874,390
119,358,590
119,061,813
1,240,193
2,623,721
(94,246,986)
(88,811,144)
26,351,797
32,874,390
Profit/(Loss) of the parent entity
(7,329,433)
(11,332,189)
Total comprehensive Profit/(Loss) of the parent entity
(7,329,433)
(11,332,189)
The Parent Company had no commitments or contingencies at 30 June 2014.
62
50
BERKELEY RESOURCES LIMITED
15.
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.L.
Geothermal Energy Sources, S.L.
Salamanca 28, S.L.
Spain
UK
Spain
Spain
Spain
2014
%
100(1)
100
100(2)
100(3)
100
2013
%
100(1)
100
100(2)
100(3)
-
2014
$
2013
$
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 $5,481,411 (2013: $5,481,411), being the cost of the investment less provision for impairment.
(2) Berkeley Minera Espana, S.L. was incorporated on 12 May 2009 and is a wholly owned subsidiary of Berkeley Exploration
Limited. Berkeley Minera Espana, S.L.’s issued and paid up capital is €44,388,218 (2013: €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 16.
(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:
• Berkeley Resources Limited advanced $nil to Berkeley Minera Espana, S.L. by way of intercompany loan
(2013: $502,121). The total balance at 30 June 2014 of $nil (2013: $1,374,069) has been provided for. The
loan is denominated in Australian dollars (A$);
• Berkeley Resources Limited advanced $6,429,005 to Berkeley Exploration Limited by way of intercompany
loan (2013: $11,251,228). The total balance at 30 June 2014 of $66,739,358 (2013: $59,153,821) has been
provided for. The loan is denominated in Australian dollars (A$); and
• Berkeley Exploration Limited advanced $542,366 to Berkeley Minera Espana, S.L. by way of intercompany
loan (2013: $10,486,318). The total balance at 30 June 2014 of $542,366 (2013: $58,388,911) has been
provided for. The loan is denominated in Australian dollars (A$).
These transactions were undertaken on commercial terms and conditions, except that:
(i) There is no fixed repayment of the loans; and
(ii) No interest is payable on the loans prior to the completion of a definitive feasibility study.
ANNUAL FINANCIAL REPORT 2014
51
63
berkeley resources limited ANNUAL REPORT 2014
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2014 (Continued)
16.
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
Other KMP
Francisco Bellón del Rosal
Javier Colilla Peletero
Clint McGhie
Chairman
Non-Executive Deputy Chairman
Non-Executive Director
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 2013 to 30 June 2014.
(b)
Key Management Personnel Compensation
Short-term benefits
Post-employment benefits
Share-based payments
17.
SHARE-BASED PAYMENTS
(a)
Recognised Share-Based Payment Expense
2014
$
1,053,634
37,230
574,306
1,665,170
2013
$
953,058
29,452
299,469
1,281,979
2014
$
2013
$
Expense arising from equity-settled share-based
payment transactions to:
Employees
(809,174)
(417,918)
Total expense arising from share-based payment
transactions
(809,174)
(417,918)
Equity-settled share-based payment transaction
recognised directly in Equity:
Issue of Options
Total share-based payment transactions recognised
directly in Equity
-
-
500
500
64
52
BERKELEY RESOURCES LIMITED
(b)
Summary of Options and Performance Rights Granted
The following share-based payment arrangements were granted during the last two years:
2014
Security
Type
Number
Grant Date Note
Expiry Date
Exercise
Price
$
Fair Value
$
Series
Series 1
Series 2
Series 3
Notes
Right
Right
Right
150,000
28-Mar-14
160,000
28-Mar-14
180,000
28-Mar-14
(1)
(2)
(3)
30-Jun-15
31-Dec-16
31-Dec-17
-
-
-
0.286
0.286
0.286
(1) Tranche 2: Definitive Feasibility Milestone (refer to Note 17(f) for terms of Milestone) (Milestone date: 31 December 2014; Expiry
date: 30 June 2015)
(2) Tranche 3: Project Construction Milestone (refer to Note 17(f) for terms of Milestone) (Milestone date: 31 December 2015; Expiry
date: 31 December 2016)
(3) Tranche 4: Production Milestone (refer to Note 17(f) for terms of Milestone) (Milestone date: 31 December 2016; Expiry date: 31
December 2017
2013
Security
Type
Number
Grant Date Note
Expiry Date
Exercise
Price
$
Fair Value
$
Series
Series 1
Series 2
Series 3
Series 4
Series 5
Notes
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
(1) 375,000 of these options vested on 12 December 2013 and 375,000 of these options vest on 12 December 2014.
(2) Tranche 1: Pre-Feasibility Milestone (refer to Note 17(g) for terms of Milestone) (Milestone date: 31 December 2013; Expiry date:
30 June 2014)
(3) Tranche 2: Definitive Feasibility Milestone (refer to Note 17(g) for terms of Milestone) (Milestone date: 31 December 2014; Expiry
date: 30 June 2015)
(4) Tranche 3: Project Construction Milestone (refer to Note 17(g) for terms of Milestone) (Milestone date: 31 December 2015; Expiry
date: 31 December 2016)
(5) Tranche 4: Production Milestone (refer to Note 17(g) for terms of Milestone) (Milestone date: 31 December 2016; Expiry date: 31
December 2017)
ANNUAL FINANCIAL REPORT 2014
53
65
berkeley resources limited ANNUAL REPORT 2014
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2014 (Continued)
17.
SHARE-BASED PAYMENTS (Continued)
(b)
Summary of Options and Performance Rights Granted (Continued)
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:
2014
Number
2014
WAEP
2013
Number
2013
WAEP
Outstanding at beginning of year
10,783,666
$0.48
8,758,333
Granted by the Company during the year
Converted during the year
Expired during the year
Forfeited during the year
Outstanding at end of year
490,000
(968,000)
5,422,000
-
-
(2,861,666)
$1.32
(3,000,000)
-
-
(396,667)
7,444,000
$0.20
10,783,666
$0.87
$0.07
-
$0.75
$1.35
$0.48
The outstanding balance of options and performance rights granted as share-based payments on issue as at 30 June
2014 is represented by:
•
•
•
•
•
•
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;
1,118,000 performance rights at no exercise price that expire on 30 June 2015;
1,478,000 performance rights at no exercise price that expire on 31 December 2016; and
1,598,000 performance rights at no exercise price that expire on 31 December 2017.
(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 2014 is 2.05 years (2013: 2.07 years).
(d)
Range of Exercise Prices
The range of exercise prices for share options issued as share-based payments outstanding as at 30 June 2014 was
$0.41 to $0.475 (2013: $0.41 to $1.35). The performance rights issued as share based payments outstanding at 30
June 2014 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 2014 was $0.286 (2013: $0.375).
(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 2014:
66
54
BERKELEY RESOURCES LIMITED
2014
Inputs
Exercise price
Grant date share price
Dividend yield (i)
Volatility (ii)
Risk-free interest rate
Grant date
Expiry date
Expected life of performance rights(iii)
Fair value at grant date
Series 1
-
$0.286
-
-
-
28-Mar-14
30-Jun-15
1.25
$0.286
Series 2
-
$0.286
-
-
-
28-Mar-14
31-Dec-16
2.75
$0.286
Series 3
-
$0.286
-
-
-
28-Mar-14
31-Dec-17
3.75
$0.286
2013
Inputs
Exercise price
Grant date share price
Dividend yield (i)
Volatility (ii)
Risk-free interest rate
Grant date
Expiry date
Expected
rigths (iii)
Fair value at grant date
life of option/
Series 1
$0.475
$0.430
-
75%
2.61%
9-Nov-12
22-Dec-15
3.12
Series 2
-
$0.309
-
-
-
12-Apr-13
30-Jun-14
1.16
Series 3
-
$0.309
-
-
-
12-Apr-13
30-Jun-15
2.16
Series 4
-
$0.309
-
-
-
12-Apr-13
31-Dec-16
3.67
Series 5
-
$0.309
-
-
-
12-Apr-13
31-Dec-17
4.67
$0.210
$0.309
$0.309
$0.309
$0.309
(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;
ANNUAL FINANCIAL REPORT 2014
55
67
berkeley resources limited ANNUAL REPORT 2014
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2014 (Continued)
17.
SHARE-BASED PAYMENTS (Continued)
(g)
Terms and conditions of Performance Rights (Continued)
application will be made by the Company to ASX for official quotation of the Ordinary Shares issued upon
conversion of the Performance Rights;
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.
18.
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
19.
COMMITMENTS FOR EXPENDITURE
2014
$
2013
$
32,030
-
39,161
-
71,191
35,050
-
35,050
37,570
-
72,600
The Consolidated entity has no commitments for expenditure nor any contingent assets or liabilities at balance date.
20.
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
2014
$
2013
$
2,025
16,184,219
16,186,244
3,106
16,122,812
16,125,918
Australia
Spain
68
56
BERKELEY RESOURCES LIMITED
21. 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
2014
Cents per Share
2013
Cents per Share
(4.19)
(4.19)
(4.19)
(4.19)
(6.24)
(6.24)
(6.24)
(6.24)
(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:
Consolidated
2014
$
2013
$
Net loss used in calculating basic and diluted earnings per
share
(7,533,948)
(11,189,077)
(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
2014
Number of Shares
2013
179,875,997
179,382,608
179,875,997
179,382,608
(i)
(e)
At 30 June 2014, 8,250,000 options and 4,194,000 performance rights (which represent 12,444,000 potential
ordinary shares) were considered not dilutive as they would decrease the loss per share for the year ended 30
June 2014.
Conversions, Calls, Subscriptions or Issues after 30 June 2014
Since 30 June 2014, 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.
ANNUAL FINANCIAL REPORT 2014
57
69
berkeley resources limited ANNUAL REPORT 2014
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2014 (Continued)
2014
$
2013
$
22.
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
(7,577,578)
(11,145,447)
Adjustment for non-cash income and expense items
Income tax benefit
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
Net cash outflow from operating activities
(b)
Reconciliation of Cash and Cash Equivalents
Cash at bank and on hand
Bank short term deposits
(43,630)
170,465
809,174
181,639
89,374
185,432
(1,123,456)
(7,308,580)
-
163,367
417,918
-
21,358
(59,589)
1,324,310
(9,278,083)
2014
$
2013
$
2,245,401
18,000,000
20,245,401
3,236,790
24,500,000
27,736,790
(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 2014
There were no non-cash financing or investing activities during the year ended 30 June 2014.
30 June 2013
There were no non-cash financing or investing activities during the year ended 30 June 2013.
70
58
BERKELEY RESOURCES LIMITED
23.
FINANCIAL INSTRUMENTS
(a)
Overview
The Group's principal financial instruments comprise receivables, payables, security deposits, other financial liabilities,
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:
Current Assets
Cash and cash equivalents
Trade and other receivables
Non-current Assets
Other financial assets
2014
$
2013
$
20,245,401
549,182
20,794,583
132,003
132,003
27,736,790
796,168
28,532,958
70,450
70,450
20,926,586
28,603,408
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.
ANNUAL FINANCIAL REPORT 2014
59
71
berkeley resources limited ANNUAL REPORT 2014
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2014 (Continued)
23.
FINANCIAL INSTRUMENTS (Continued)
(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 2014 and 2013, 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.
2014
Group
Financial Assets
Cash and cash equivalents
Trade and other receivables
Security bonds
Financial Liabilities
Trade and other payables
Other financial liabilities
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
≤ 6 months
$
6 - 12
months
$
1 - 5 years
$
≥ 5 years
$
Total
$
20,245,401
549,183
-
20,794,584
1,130,791
268,029
1,398,820
≤ 6 months
$
6 - 12
months
$
27,736,790
796,168
-
28,532,958
2,215,203
43,630
263,443
2,522,276
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
132,003
132,003
-
-
-
1 - 5 years
$
≥ 5 years
$
-
-
70,450
70,450
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
20,245,401
549,183
132,003
20,926,587
1,130,791
268,029
1,398,820
Total
$
27,736,790
796,168
70,450
28,603,408
2,215,203
43,630
263,443
2,522,276
72
60
BERKELEY RESOURCES LIMITED
(d)
Interest Rate Risk
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
2014
$
2013
$
2,245,401
18,000,000
20,245,401
3,236,790
24,500,000
27,736,790
The Group's cash at bank and on hand and short term deposits had a weighted average floating interest rate at year
end of 3.60% (2013: 3.75%).
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 2013.
Profit or Loss
Equity
10%
Increase
$
10%
Decrease
$
10%
Increase
$
10%
Decrease
$
2014
Group
Cash and cash equivalents
75,092
(75,092)
75,092
(75,092)
2013
Group
Cash and cash equivalents
122,725
(122,725)
122,725
(122,725)
ANNUAL FINANCIAL REPORT 2014
61
73
berkeley resources limited ANNUAL REPORT 2014
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2014 (Continued)
23.
FINANCIAL INSTRUMENTS (Continued)
(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.L. 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 2014 would have
increased/(decreased) the net financial assets of the Spanish controlled entities by A$7,503 and (A$6,902) (2013:
(A$7,828) and A$6,404).
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, remain constant. The analysis for 2013
has been performed on the same basis.
(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 2014 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.
74
62
BERKELEY RESOURCES LIMITED
24.
CONTINGENT LIABILITIES
The Group had no contingent liabilities at 30 June 2014 (2013: Nil).
25.
SUBSEQUENT EVENTS
There are no matters or circumstances, which have arisen since 30 June 2014 that have significantly affected or may
significantly affect:
•
•
•
the operations, in financial years subsequent to 30 June 2014, of the Consolidated Entity;
the results of those operations, in financial years subsequent to 30 June 2014, of the Consolidated Entity; or
the state of affairs, in financial years subsequent to 30 June 2014, of the Consolidated Entity.
ANNUAL FINANCIAL REPORT 2014
63
75
berkeley resources limited ANNUAL REPORT 2014
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 2014
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 2014.
On behalf of the Board.
ROBERT BEHETS
Non-Executive Director
25 September 2014
76
64
BERKELEY RESOURCES LIMITED
INDEPENDENCE DECLARATION
INDEPENDENCE DECLARATION
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
25 September 2014
Board of Directors
25 September 2014
Berkeley Resources Limited
Level 9, BGC Centre
Board of Directors
28 The Esplanade
Berkeley Resources Limited
Perth WA 6000
Level 9, BGC Centre
28 The Esplanade
Perth WA 6000
Dear Directors
PO Box 1908
West Perth WA 6872
Australia
PO Box 1908
West Perth WA 6872
Level 2, 1 Walker Avenue
Australia
West Perth WA 6005
Australia
Level 2, 1 Walker Avenue
West Perth WA 6005
Tel: +61 8 9481 3188
Australia
Fax: +61 8 9321 1204
Tel: +61 8 9481 3188
ABN: 84 144 581 519
Fax: +61 8 9321 1204
www.stantons.com.au
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
RE: BERKELEY RESOURCES LIMITED
declaration of independence to the directors of Berkeley Resources Limited.
In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following
As the Audit Director for the audit of the financial statements of Berkeley Resources Limited for the year
declaration of independence to the directors of Berkeley Resources Limited.
ended 30 June 2014, I declare that to the best of my knowledge and belief, there have been no
contraventions of:
As the Audit Director for the audit of the financial statements of Berkeley Resources Limited for the year
ended 30 June 2014, I declare that to the best of my knowledge and belief, there have been no
(i)
contraventions of:
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
(ii)
(i)
(ii)
any applicable code of professional conduct in relation to the audit.
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.
Yours sincerely
STANTONS INTERNATIONAL AUDIT AND CONSULTING PTY LTD
(Trading as Stantons International)
Yours sincerely
(Authorised Audit Company)
STANTONS INTERNATIONAL AUDIT AND CONSULTING PTY LTD
(Trading as Stantons International)
(Authorised Audit Company)
John Van Dieren
Director
John Van Dieren
Director
Liability limited by a scheme approved
under Professional Standards Legislation
Liability limited by a scheme approved
under Professional Standards Legislation
65
BERKELEY RESOURCES LIMITED
65
BERKELEY RESOURCES LIMITED
77
berkeley resources limited ANNUAL REPORT 2014 INDEPENDENT AUDITOR’S REPORT
Stantons International Audit and Consulting Pty Ltd
trading as
Stantons International Audit and Consulting Pty Ltd
Stantons International Audit and Consulting Pty Ltd
trading as
Stantons International Audit and Consulting Pty Ltd
trading as
trading as
Chartered Accountants and Consultants
Chartered Accountants and Consultants
Chartered Accountants and Consultants
Chartered Accountants and Consultants
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF
INDEPENDENT AUDITOR’S REPORT
INDEPENDENT AUDITOR’S REPORT
INDEPENDENT AUDITOR’S REPORT
BERKELEY RESOURCES LIMITED
TO THE MEMBERS OF
TO THE MEMBERS OF
TO THE MEMBERS OF
BERKELEY RESOURCES LIMITED
BERKELEY RESOURCES LIMITED
BERKELEY RESOURCES LIMITED
Report on the Financial Report
PO Box 1908
West Perth WA 6872
PO Box 1908
PO Box 1908
Australia
PO Box 1908
West Perth WA 6872
West Perth WA 6872
West Perth WA 6872
Australia
Australia
Level 2, 1 Walker Avenue
Australia
West Perth WA 6005
Level 2, 1 Walker Avenue
Level 2, 1 Walker Avenue
Australia
Level 2, 1 Walker Avenue
West Perth WA 6005
West Perth WA 6005
West Perth WA 6005
Australia
Tel: +61 8 9481 3188
Australia
Australia
Fax: +61 8 9321 1204
Tel: +61 8 9481 3188
Tel: +61 8 9481 3188
Fax: +61 8 9321 1204
ABN: 84 144 581 519
Fax: +61 8 9321 1204
www.stantons.com.au
ABN: 84 144 581 519
ABN: 84 144 581 519
www.stantons.com.au
www.stantons.com.au
ABN: 84 144 581 519
www.stantons.com.au
Tel: +61 8 9481 3188
Fax: +61 8 9321 1204
Report on the Financial Report
We have audited the accompanying financial report of Berkeley Resources Limited, which
Report on the Financial Report
Report on the Financial Report
comprises the consolidated statement of financial position as at 30 June 2014, the consolidated
We have audited the accompanying financial report of Berkeley Resources Limited, which
statement of profit or loss and other comprehensive income, the consolidated statement of
We have audited the accompanying financial report of Berkeley Resources Limited, which
comprises the consolidated statement of financial position as at 30 June 2014, the consolidated
changes in equity and the consolidated statement of cash flows for the year then ended, notes
comprises the consolidated statement of financial position as at 30 June 2014, the consolidated
statement of profit or loss and other comprehensive income, the consolidated statement of
comprising a summary of significant accounting policies and other explanatory information and the
statement of profit or loss and other comprehensive income, the consolidated statement of
changes in equity and the consolidated statement of cash flows for the year then ended, notes
directors’ declaration of the consolidated entity comprising the company and the entities it
changes in equity and the consolidated statement of cash flows for the year then ended, notes
comprising a summary of significant accounting policies and other explanatory information and the
controlled at the year’s end or from time to time during the financial year.
comprising a summary of significant accounting policies and other explanatory information and the
directors’ declaration of the consolidated entity comprising the company and the entities it
directors’ declaration of the 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
controlled at the year’s end or from time to time during the financial year.
We have audited the accompanying financial report of Berkeley Resources Limited, which
comprises the consolidated statement of financial position as at 30 June 2014, the consolidated
statement of profit or loss and other comprehensive income, the consolidated statement of
changes in equity and the consolidated statement of cash flows for the year then ended, notes
comprising a summary of significant accounting policies and other explanatory information and the
directors’ declaration of the 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
The directors of the company are responsible for the preparation of the financial report that gives a
Directors’ responsibility for the Financial Report
true and fair view in accordance with Australian Accounting Standards and the Corporations Act
Directors’ responsibility for the Financial Report
The directors of the company are responsible for the preparation of the financial report that gives a
2001 and for such internal control as the directors determine is necessary to enable the preparation
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
of the financial report that gives a true and fair view and is free from material misstatement,
true and fair view in accordance with Australian Accounting Standards and the Corporations Act
2001 and for such internal control as the directors determine is necessary to enable the preparation
whether due to fraud or error. In note 1, the directors also state, in accordance with Australian
2001 and for such internal control as the directors determine is necessary to enable the preparation
of the financial report that gives a true and fair view and is free from material misstatement,
Accounting Standard AASB 101 Presentation of Financial Statements, that the financial statements
of the financial report that gives a true and fair view and is free from material misstatement,
whether due to fraud or error. In note 1, the directors also state, in accordance with Australian
comply with International Financial Reporting Standards.
whether due to fraud or error. In note 1, the directors also state, in accordance with Australian
Accounting Standard AASB 101 Presentation of Financial Statements, that the financial statements
Accounting Standard AASB 101 Presentation of Financial Statements, that the financial statements
comply with International Financial Reporting Standards.
Auditor’s responsibility
comply with International Financial Reporting Standards.
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 and for such internal control as the directors determine is necessary to enable the preparation
of the financial report that gives a true and fair view and is free from material misstatement,
whether due to fraud or error. In note 1, the directors also state, in accordance with Australian
Accounting Standard AASB 101 Presentation of Financial Statements, that the financial statements
comply with International Financial Reporting Standards.
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 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.
Auditor’s responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We conducted
Auditor’s responsibility
our audit in accordance with Australian Auditing Standards. Those standards require that we
Our responsibility is to express an opinion on the financial report based on our audit. We conducted
comply with relevant ethical requirements relating to audit engagements and plan and perform the
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
audit to obtain reasonable assurance whether the financial report is free from material
our audit in accordance with Australian Auditing Standards. Those standards require that we
comply with relevant ethical requirements relating to audit engagements and plan and perform the
misstatement.
comply 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
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
misstatement.
disclosures in the financial report. The procedures selected depend on the auditor’s judgement,
An audit involves performing procedures to obtain audit evidence about the amounts and
including the assessment of the risks of material misstatement of the financial report, whether due
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,
to fraud or error. In making those risk assessments, the auditor considers internal control relevant
disclosures in the financial report. The procedures selected depend on the auditor’s judgement,
including the assessment of the risks of material misstatement of the financial report, whether due
to the company’s preparation of the financial report that gives a true and fair view in order to
including the assessment of the risks of material misstatement of the financial report, whether due
An audit involves performing procedures to obtain audit evidence about the amounts and
to fraud or error. In making those risk assessments, the auditor considers internal control relevant
design audit procedures that are appropriate in the circumstances, but not for the purpose of
to fraud or error. In making those risk assessments, the auditor considers internal control relevant
disclosures in the financial report. The procedures selected depend on the auditor’s judgement,
to the company’s preparation of the financial report that gives a true and fair view in order to
expressing an opinion on the effectiveness of the company’s internal control. An audit also
to the company’s preparation of the financial report that gives a true and fair view in order to
design audit procedures that are appropriate in the circumstances, but not for the purpose of
including the assessment of the risks of material misstatement of the financial report, whether due
includes evaluating the appropriateness of accounting policies used and the reasonableness of
design audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the company’s internal control. An audit also
to fraud or error. In making those risk assessments, the auditor considers internal control relevant
accounting estimates made by the directors, as well as evaluating the overall presentation of the
expressing an opinion on the effectiveness of the company’s internal control. An audit also
includes evaluating the appropriateness of accounting policies used and the reasonableness of
to the company’s preparation of the financial report that gives a true and fair view in order to
financial report.
includes evaluating the appropriateness of accounting policies used and the reasonableness of
accounting estimates made by the directors, as well as evaluating the overall presentation of the
design audit procedures that are appropriate in the circumstances, but not for the purpose of
accounting estimates made by the directors, as well as evaluating the overall presentation of the
financial report.
expressing an opinion on the effectiveness of the company’s internal control. An audit also
Our audit did not involve an analysis of the prudence of business decisions made by directors or
financial report.
includes evaluating the appropriateness of accounting policies used and the reasonableness of
management.
Our audit did not involve an analysis of the prudence of business decisions made by directors or
accounting estimates made by the directors, as well as evaluating the overall presentation of the
Our audit did not involve an analysis of the prudence of business decisions made by directors or
management.
financial report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
management.
basis for our audit opinion.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our audit opinion.
basis for our audit opinion.
Our audit did not involve an analysis of the prudence of business decisions made by directors or
management.
Auditor’s responsibility
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our audit opinion.
Liability limited by a scheme approved
under Professional Standards Legislation
Liability limited by a scheme approved
66
Liability limited by a scheme approved
under Professional Standards Legislation
under Professional Standards Legislation
78
BERKELEY RESOURCES LIMITED
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 2014 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 25 to 33 of the directors’ report for the
year ended 30 June 2014. 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
2014 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
25 September 2014
67
79
berkeley resources limited ANNUAL REPORT 2014
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.
The Board has sole responsibility for the following:
•
•
•
•
•
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;
• Monitoring the Group's medium term capital and cash flow requirements;
•
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.
•
•
•
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
Dr James Ross
Mr Robert Behets
Non-Executive Chairman
Non-Executive Deputy Chairman
Non-Executive Director
Details of the directors, including their qualifications, experience and date of appointment are set out in the
Directors’ Report.
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Berkeley Resources Limited – Annual Report 2014
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:
•
•
•
•
•
•
•
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:
•
•
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.
Berkeley Resources Limited – Annual Report 2014
81
berkeley resources limited ANNUAL REPORT 2014 CORPORATE GOVERNANCE STATEMENT (Continued)
1. BOARD OF DIRECTORS (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:
•
•
•
•
•
•
•
•
•
•
•
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.
82
70
Berkeley Resources Limited – Annual Report 2014
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:
•
•
•
•
•
•
•
•
•
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:
•
•
•
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:
•
•
•
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:
•
•
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:
•
•
trade in the Company's securities;
advise others or procure others to trade in the Company's securities; or
Berkeley Resources Limited – Annual Report 2014
83
berkeley resources limited ANNUAL REPORT 2014 CORPORATE GOVERNANCE STATEMENT (Continued)
2. ETHICAL STANDARDS (Continued)
2.3 Dealings in Company Securities (Continued)
•
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.
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 leverage into resource projects to provide a solid base in the future from which the
Group can build its resource business and create wealth for shareholders. 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.
84
72
Berkeley Resources Limited – Annual Report 2014
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:
•
•
•
•
•
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:
•
•
•
•
•
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 2014 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.
Berkeley Resources Limited – Annual Report 2014
85
berkeley resources limited ANNUAL REPORT 2014 CORPORATE GOVERNANCE STATEMENT (Continued)
4. RISK MANAGEMENT AND INTERNAL CONTROL (Continued)
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.
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:
•
•
•
•
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 2014, 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.
86
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Berkeley Resources Limited – Annual Report 2014
CORPORATE GOVERNANCE STATEMENT (Continued)
4. RISK MANAGEMENT AND INTERNAL CONTROL (Continued)
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.
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.
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
4.4 Role of External Auditor
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:
•
•
•
•
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.
In 2014, 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.
COMPLIANCE WITH ASX CORPORATE
GOVERNANCE RECOMMENDATIONS
During the 2014 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)
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
The Remuneration Report discloses the process for evaluating the performance of senior executives, including
the Managing Director.
4.2, 4.3
The Company did
not have a separate
Audit Committee for
the entire year
ended 30 June
2014.
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.
3.2, 3.3
A policy concerning
diversity has not
been established.
The Company had 29 employees at 30 June 2014, of which
there were 9 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.
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
74
Berkeley Resources Limited – Annual Report 2014
75
Berkeley Resources Limited – Annual Report 2014
87
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.
berkeley resources limited ANNUAL REPORT 2014 ADDITIONAL INFORMATION
The shareholder information set out below was applicable as at 30 September 2014.
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
HSBC Custody Nominees (Australia) Limited
Merrill Lynch (Australia) Nominees Pty Limited
Citicorp Nominees Pty Limited
HSBC Custody Nominees (Australia) Limited – A/C 2
HSBC Custody Nominees (Australia) Limited – A/C 3
Arredo Pty Ltd
J P Morgan Nominees Australia Limited
Computershare Clearing Pty Ltd
UBS Nominees Pty Ltd
BNP Paribas Noms Pty Ltd
NEFCO Nominees Australia Limited
National Nominees Limited
Hopetoun Consulting Pty Ltd
Cantori Pty Ltd
GP Securities Pty Ltd
UBS Wealth Management Australia Nominees Pty Ltd
Mr Terry Patrick Coffey+ Hawkes Bay Nominees Limited
Mr Robert Arthur Behets + Mrs Kristina Jane Behets
Josselin Pty Ltd
Total Top 20
Others
No of
Ordinary
Shares Held
Percentage of
Issued Shares
30,774,507
22,533,479
15,594,109
13,627,948
10,074,859
7,057,780
5,300,000
4,876,197
3,952,348
2,714,049
2,486,277
2,417,190
1,857,734
1,370,000
1,332,853
1,191,974
1,147,354
1,065,000
1,000,000
1,000,000
131,373,658
48,987,665
17.06
12.49
8.65
7.56
5.59
3.91
2.94
2.70
2.19
1.50
1.38
1.34
1.03
0.76
0.74
0.66
0.64
0.59
0.55
0.55
72.84
27.16
Total Ordinary Shares on Issue
180,361,323
100.00
88
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Berkeley Resources Limited – Annual Report 2014
89
berkeley resources limited ANNUAL REPORT 2014Berkeley Resources Limited – Annual Report 20142.DISTRIBUTION OF EQUITY SECURITIESAnalysis of numbers of security holders by size of holding Ordinary SharesDistributionNumber of ShareholdersNumber of Shares1 –1,000269 54,174 1,001 –5,000327 963,227 5,001 –10,000178 1,430,031 10,001 –100,000433 15,578,042 100,001 –and over133 162,335,849 Totals1,340180,361,323There were 317 holders of less than a marketable parcel of ordinary. 3.SUBSTANTIAL SHAREHOLDERSThe names of the substantial shareholders listed in the holding company's register as at 30 September 2014 are: Substantial Shareholder Number of Shares Anglo Pacific Group plc 30,213,985 Hadron Capital 14,222,442 Resource Capital Fund 13,020,000 Commonwealth Bank of Australia and its subsidiaries 10,337,639 Global X Management Company 9,417,562 4.UNQUOTED SECURITIESThe names of the holders holding more than 20% of each class of unlisted securities are listed below: - 750,000 - - 1,000,000 - - - - 500,000 - - - 500,000 - - - - 4,000,000 - - - - 240,000 - - Mr Javier Colilla Mr F Bellon del Rosal Mr Craig Gwatkin Mr Steven Turner Arredo Pty Ltd Mr Robert Behets Others (holding less than 20%) - - 1,500,000 878,000 1,478,000 1,598,000 Total1,000,0001,750,0005,500,0001,118,0001,478,0001,598,000Total holders 1 3 3 10 11 11 - - - - - - - - - - Holder $0.41 UnlistedOptions Expiring 21-Sep-15 $0.475 UnlistedOptions Expiring 22-Dec-15 $0.45 UnlistedOptions Expiring 30-Jun-16 Performance Rights Expiring 30-Jun-15 Performance Rights Expiring 31-Dec-16 Performance Rights Expiring 31-Dec-17 ADDITIONAL INFORMATION (Continued)
5.
VOTING RIGHTS
Subject to any rights or restrictions for the time being attached to any shares or class of shares of the Company,
each member of the Company is entitled to receive notice of, attend and vote at a general meeting. Resolutions
of members will be decided by a show of hands unless a poll is demanded. On a show of hands each eligible
voter present has one vote. However, where a person present at a general meeting represents personally or by
proxy, attorney or representative more than one member, on a show of hands the person is entitled to one vote
only despite the number of members the person represents.
On a poll each eligible member has one vote for each fully paid share held and a fraction of a vote for each partly
paid share determined by the amount paid up on that share.
6.
ON-MARKET BUY BACK
There is currently no on-market buy back program for any of Berkeley's listed securities.
7.
EXPLORATION INTERESTS
As at 30 September 2014, the Company has an interest in the following tenements:
Location
Spain
Salamanca
Tenement Name
Percentage Interest
Status
D.S.R Salamanca 28 (Alameda)
D.S.R Salamanca 29 (Villar)
E.C. Retortillo-Santidad
P.I. Abedules
P.I. Abetos
P.I. Alcornoques
P.I. Alisos
P.I. Bardal
P.I. Barquilla
P.I. Berzosa
P.I. Campillo
P.I. Castaños 2
P.I. Ciervo
P.I. Dehesa
P.I. El Águlia
P.I. Espinera
P.I. Horcajada
P.I. Mailleras
P.I. Mimbre
P.I. Oñoro
P.I. Pedreras
P.I. Alimoche
P.I. El Vaqueril
P.I.Halcón
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
Granted
Granted
Granted
Granted
Granted
Granted
Granted
Granted
Granted
Granted
Granted
Granted
Granted
Granted
Granted
Granted
Granted
Granted
Granted
Granted
Granted
Pending
Pending
Pending
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Berkeley Resources Limited – Annual Report 2014
Location
Spain (Continued)
Cáceres
Badajoz
Ciudad Real
Tenement Name
Percentage Interest
Status
P.I. Almendro
P.I. Ibor
P.I. Olmos
P.I Don Benito Este – U
P.I Don Benito Este – C
P.I Don Benito Oeste – U
P.I Don Benito Oeste – C
P.I Damkina Fraccion 1
P.I Damkina Fraccion 2
P.I Damkina Fraccion 3
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
Granted
Granted
Granted
Pending
Pending
Pending
Pending
Granted
Granted
Granted
8.
MINERAL RESOURCES STATEMENT
Berkeley’s Mineral Resource Statement is grouped by deposit, all of which form part of the Salamanca
Project in Spain. To date, no Ore Reserves have been reported for these projects.
Governance
The Company engages external consultants and Competent Persons (as determined pursuant to the
JORC Code (2004 and 2012 editions)) to prepare and estimate the Mineral Resources. Management
and the Board review these estimates and underlying assumptions for reasonableness and accuracy.
The results of the Mineral Resource estimates are then reported in accordance with the requirements
of the JORC Code and other applicable rules (including ASX Listing Rules).
Where material changes occur during the year to the project, including the project’s size, title,
exploration results or other technical information, previous resource estimates and market disclosures
are reviewed for completeness.
The Company reviews its Mineral Resources as at 30 June each year. A revised Mineral Resource
estimate will be prepared as part of the annual review process where a material change has occurred
in the assumptions or data used in previously reported Mineral Resources. However, there are
circumstance where this may not be possible (e.g. an ongoing drilling programme), in which case a
revised Mineral Resource estimate will be prepared and reported as soon as practicable.
Results of Annual Review
As a result of the annual review of the Mineral Resources, there has been no change to the Mineral
Resources reported for the Salamanca Project in September 2013.
Berkeley Resources Limited – Annual Report 2014
91
berkeley resources limited ANNUAL REPORT 2014 ADDITIONAL INFORMATION (Continued)
Summary of Mineral Resources
2013
2014
Resource
Tonnes
U3O8
U3O8
Tonnes
U3O8
U3O8
Category
(Mt)
(ppm)
(Mlbs)
(Mt)
(ppm)
(Mlbs)
Deposit
Name
Retortillo
Zona 7
Las Carbas
Cristina
Caridad
Villares
Villares North
Indicated
Inferred
Total
Inferred
Inferred
Inferred
Inferred
Inferred
Inferred
Total Retortillo Satellites
Inferred
Alameda
Villar
Alameda Nth Zone 2
Alameda Nth Zone 19
Alameda Nth Zone 21
Indicated
Inferred
Total
Inferred
Inferred
Inferred
Inferred
Total Alameda Satellites
Inferred
Gambuta
Inferred
12.7
Indicated
Salamanca Project
Inferred
Total
34.4
31.0
65.4
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
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
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
11.1
12.7
32.0
29.6
61.6
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
Competent Person Statement – Mineral Resource Statement
The information in this Mineral Resource Statement that relate to Mineral Resources is based on, and
fairly represents, information and supporting documentation compiled by Mr Craig Gwatkin, who is a
Member of The Australasian Institute of Mining and Metallurgy and was an 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 is being undertaken to
qualify as a Competent Person as defined in the 2004 Edition of the “Australasian Code for Reporting
of Exploration Results, Mineral Resources and Ore Reserves”. Mr. Gwatkin consents to the inclusion
in the report of the matters based on his information in the form and context in which it appears. The
information was prepared and first disclosed under the JORC Code 2004. It has not been updated
since to comply with the JORC Code 2012 on the basis that the information has not materially
changed since it was last reported.
Mr. Gwatkin, as an independent consultant, has approved the Mineral Resource Statement and
consents to its inclusion in the form and context in which it appears.
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