More annual reports from Berkeley Energia Limited:
2023 ReportABN 40 052 468 569 AIM/ASX: BKY
Chairman
Managing Director
Non-Executive Director
Non-Executive Director
SOLICITORS
DLA Piper Australia
BANKERS
Spain:
Santander Bank
General Manager Operations
Senior Vice President
Corporate Manager
DIRECTORS
Mr Ian Middlemas
Mr Paul Atherley
Dr James Ross
Mr Robert Behets
COMPANY SECRETARY
Mr Dylan Browne
OTHER KMP
Mr Francisco Bellón
Mr Javier Colilla
Mr Hugo Schumann
MAIN OFFICE
Unit 1C, Princes House
38 Jermyn Street
London SW1Y 6DN, United Kingdom
Telephone:
Facsimile:
+44 207 478 3900
+44 207 434 4450
SPANISH OFFICE
Berkeley Minera Espana, S.L.
Carretera SA-322, KM 30
37495 Retortillo, Salamanca, Spain
Telephone:
+34 923 193903
REGISTERED OFFICE
Level 9, 28 The Esplanade
Perth WA 6000 Australia
Telephone:
Facsimile:
+61 8 9322 6322
+61 8 9322 6558
WEBSITE
www.berkeleyenergia.com
EMAIL
info@berkeleyenergia.com
AUDITOR
Ernst & Young
Australia:
Australia and New Zealand Banking Group Ltd
SHARE REGISTRY
Australia:
Computershare Investor Services Pty Ltd
Level 11
172 St Georges Terrace, Perth WA 6000
Telephone:
Facsimile:
+61 8 9323 2000
+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 ADVISER AND BROKER
WH Ireland Limited
Telephone:
+44 207 220 1666
DIRECTORS’ REPORT
30 JUNE 2016
The Directors of Berkeley Energia Limited (formerly Berkeley Energy Limited) submit their report on the
Consolidated Entity consisting of Berkeley Energia Limited (‘Company’ or ‘Berkeley’ or ‘Parent’) and the entities it
controlled at the end of, or during, the year ended 30 June 2016 (‘Consolidated Entity’ or ‘Group’).
OPERATING AND FINANCIAL REVIEW
Operations
Berkeley is company focussed on developing Europe’s largest uranium project, the Salamanca mine, whilst
delivering sustainable jobs and fuelling Europe’s clean energy future.
After investing US$60 million over the past decade Berkeley Energia has moved one step closer to becoming one
of the world’s lowest cost uranium producers as it broke ground at the Salamanca mine during the year. With
approvals in place for initial infrastructure development, during the year work commenced on the road realignment
and power line upgrade ahead of the main construction.
A Definitive Feasibility Study (‘DFS’) confirmed the Salamanca mine will be one of the world’s lowest cost
producers capable of generating strong after tax cash flow through the current low point in the uranium price
cycle.
With operating costs almost exclusively in Euros and a revenue stream in US dollars the project is expected to
continue to benefit from the effects of deflationary pressures within the European Union.
An exploration programme continues, aimed at making new discoveries and converting some of the
approximately 30 million pounds of Inferred resources into the mine schedule, with the objective of maintaining
annual production at over four million pounds a year on an ongoing basis.
The Company has recently been approached by a number of utilities looking to secure long term offtake
agreements. These discussions are underway and offtake arrangements are being negotiated.
Subsequent to the end of the year, the Company announced that it has signed a Letter of Intent (‘LOI’) with
Interalloys Trading Limited, a European based commodity trading company, relating to the sale of the first million
pounds of production from the Salamanca mine. The average price contemplated by the parties is above US$41
per pound compared with the current spot price of around US$25 per pound.
The Company is also in discussions with another potential off-taker in relation to a sales contract with terms
similar to those outlined in the Interalloys LOI.
DFS confirms Salamanca mine as one of the world’s lowest cost uranium producers
An independent study has confirmed the future Salamanca mine as one of the world’s lowest cost producers
capable of generating strong after tax cash flow through the current low point in the uranium price cycle.
A DFS has reported that over an initial ten year period the project is capable of producing an average of 4.4
million pounds of uranium per year at a cash cost of US$13.30 per pound and at a total cash cost of US$15.06
per pound which compares with the current spot price of US$26 per pound and term contract price of US$41 per
pound.
During this ten year steady state period, based on the most recent UxC forward curve of uranium prices, the
project is expected to generate an average annual net profit after tax of US$116 million.
With operating costs almost exclusively in Euros and a revenue stream in US dollars the project is expected to
continue to benefit from the effects of deflationary pressures within the EU.
The project benefits greatly from the well-established EU funded infrastructure in the region with an initial capital
cost of only US$95.7 million which is low by international standards for a project of this size.
The Company is of the view that whilst uranium prices may remain soft in the near term, from 2018, when the
Salamanca mine is scheduled to come on line, the market is expected to be dominated by US utilities looking to
re-contract. These utilities will also be competing with Chinese new reactor demand, which may lead to higher
prices.
ANNUAL REPORT 2016
1
DIRECTORS’ REPORT
30 JUNE 2016
(Continued)
OPERATING AND FINANCIAL REVIEW (Continued)
Operations (Continued)
DFS confirms Salamanca mine as one of the world’s lowest cost uranium producers (Continued)
The project has an initial mine life of 14 years based on mining and treating only the Measured and Indicated
resources of 59.8 million pounds. An annual exploration programme, which will take advantage of generous
taxation incentives, has been aimed at making new discoveries and converting some of the 29.6 million pounds of
Inferred resources into the mine schedule with the objective of maintaining annual production at over 4 million
pounds a year on an ongoing basis.
The mine design incorporates the very latest thinking on minimising environmental impact and continuous
rehabilitation such that land used during mining and processing activities will be quickly restored to agricultural
usage.
Major exploration programme aimed at increasing Salamanca mine life resumes
A major exploration programme targeting further Zona 7 style deposits continued at the Salamanca mine during
the year.
The programme is aimed at making new discoveries and converting some of the 29.6 million pounds of Inferred
resources into the mine schedule with the objective of maintaining annual production at over 4 million pounds a
year on an ongoing basis.
Drilling is underway looking to extend the Zona 7 deposit at depth and to the south as well as testing nearby
targets to the north. Please refer to the announcement dated 5 September 2016 for initial results.
These near surface targets lie within ten kilometres of the approved location of the proposed process plant and
are being followed up with a two phase reverse circulation drill programme.
Commencement of development at Salamanca mine
Initial infrastructure work has commenced at the Salamanca mine signalling the Company’s move into the
development phase.
The Company has selected some of Spain’s largest infrastructure contractors to initiate works, which include the
upgrading of the main electrical power line to service the project and a four kilometre realignment of an existing
road, following which mining is expected to start at the Retortillo pit.
With all major approvals in place and with the continued strong support and backing of the local authorities, the
award of these contracts has enabled the Company to progress with equipment ordering, contractual permitting
and with work on the ground, which commenced recently.
Major shareholder backs Berkeley with financing at a premium
During the year, major shareholder Resource Capital Funds (‘RCF’) demonstrated its strong support for the
Company with a US$10 million royalty and equity financing in order for Berkeley to progress major infrastructure
work and exploration programmes ahead of the main development financing.
The royalty financing comprised the sale of a 0.375% fully secured net smelter royalty over the project for US$5
million alongside an additional US$5 million equity placement to RCF which was completed at a 15% premium to
the 30-day VWAP at the time.
Funds from the equity financing have been received and subsequent to the end of the year, funds from the royalty
financing were received as well.
Strong demand from offtake partners, with commercial negotiations now underway
The Company has continued to engage with major utilities and trading houses and has now met with key potential
customers across the US, Europe and Asia, many of whom have shown high levels of interest in securing offtake
from the project.
2
BERKELEY ENERGIA LIMITED
DIRECTORS’ REPORT
30 JUNE 2016
(Continued)
Operations (Continued)
OPERATING AND FINANCIAL REVIEW (Continued)
DFS confirms Salamanca mine as one of the world’s lowest cost uranium producers (Continued)
The project has an initial mine life of 14 years based on mining and treating only the Measured and Indicated
resources of 59.8 million pounds. An annual exploration programme, which will take advantage of generous
taxation incentives, has been aimed at making new discoveries and converting some of the 29.6 million pounds of
Inferred resources into the mine schedule with the objective of maintaining annual production at over 4 million
pounds a year on an ongoing basis.
The mine design incorporates the very latest thinking on minimising environmental impact and continuous
rehabilitation such that land used during mining and processing activities will be quickly restored to agricultural
Major exploration programme aimed at increasing Salamanca mine life resumes
usage.
the year.
The programme is aimed at making new discoveries and converting some of the 29.6 million pounds of Inferred
resources into the mine schedule with the objective of maintaining annual production at over 4 million pounds a
year on an ongoing basis.
Drilling is underway looking to extend the Zona 7 deposit at depth and to the south as well as testing nearby
targets to the north. Please refer to the announcement dated 5 September 2016 for initial results.
These near surface targets lie within ten kilometres of the approved location of the proposed process plant and
are being followed up with a two phase reverse circulation drill programme.
Commencement of development at Salamanca mine
Initial infrastructure work has commenced at the Salamanca mine signalling the Company’s move into the
development phase.
The Company has selected some of Spain’s largest infrastructure contractors to initiate works, which include the
upgrading of the main electrical power line to service the project and a four kilometre realignment of an existing
road, following which mining is expected to start at the Retortillo pit.
With all major approvals in place and with the continued strong support and backing of the local authorities, the
award of these contracts has enabled the Company to progress with equipment ordering, contractual permitting
and with work on the ground, which commenced recently.
Major shareholder backs Berkeley with financing at a premium
During the year, major shareholder Resource Capital Funds (‘RCF’) demonstrated its strong support for the
Company with a US$10 million royalty and equity financing in order for Berkeley to progress major infrastructure
work and exploration programmes ahead of the main development financing.
The royalty financing comprised the sale of a 0.375% fully secured net smelter royalty over the project for US$5
million alongside an additional US$5 million equity placement to RCF which was completed at a 15% premium to
the 30-day VWAP at the time.
financing were received as well.
Funds from the equity financing have been received and subsequent to the end of the year, funds from the royalty
Strong demand from offtake partners, with commercial negotiations now underway
The Company has continued to engage with major utilities and trading houses and has now met with key potential
customers across the US, Europe and Asia, many of whom have shown high levels of interest in securing offtake
from the project.
Negotiations have commenced with selected utilities regarding offtake contracts during the initial years of
production. The aim is to progressively enter into long term offtake contracts from now until the commencement of
production. The Company will engage with high quality utility companies globally and aims to enter into a
combination of fixed-pricing and market-related pricing contracts, looking to balance certainty over pricing for
financiers whilst maintaining an exposure to any future increases in the uranium price.
Subsequent to the end of the year, the Company announced that it has signed a LOI with Interalloys Trading
Limited, a European based commodity trading company, relating to the sale of the first million pounds of
production from the Salamanca mine. The average price contemplated by the parties is above US$41 per pound
compared with the current spot price of around US$25 per pound.
The Company is also in discussions with another potential off-taker in relation to a sales contract with terms
similar to those outlined in the Interalloys LOI.
The Company is of the view that whilst uranium prices may remain soft in the near term, from 2018, when the
Salamanca mine is scheduled to come on line, the market is expected to be dominated by US utilities looking to
re-contract. These utilities will also be competing with Chinese new reactor demand, which may lead to higher
prices.
A major exploration programme targeting further Zona 7 style deposits continued at the Salamanca mine during
Strong interest from financiers and strategic partners
Owing to the low operating and capital cost nature of the project and the extremely robust project economics, the
Company has been approached by numerous high quality strategic partners and other financiers for the mine
financing.
The Company is considering a range of financing options with a view to fully funding the project’s development
during the second half of 2016. The Company is focused on minimising dilution in order to protect the equity value
of its shareholders.
The preferred funding route is through the sale of a minority interest in the project to a strategic partner at a
valuation that reflects the net present value of the project. The potential sale of a project interest may include
associated offtake rights over a minority portion of production on commercial terms.
Commitment to the community and environment
The Company continues to be committed to the revitalisation of the local community and being a good neighbour
in the regions in which it operates.
It has been by far the biggest investor in a rural community suffering from decades of under investment and will
continue to invest and cooperate to promote local employment in a region with a high level of unemployment,
especially amongst its youth.
The Company has to date received over 20,000 applications for the first 200 direct jobs it will create. Once
developed, the mine is expected to create 450 direct jobs. The University of Salamanca has estimated that there
will be a multiplier of 5.1 indirect jobs for every direct job created, resulting in over 2,700 jobs being created as a
result of the investment.
The Company has formalised its “good neighbour and good community business partner” commitment via a
Cooperation Agreement with the highly supportive local municipalities which, in addition to significant royalties
and taxes being paid by the Company, gives priority to the employment and training of local residents and the
preferential support for businesses by sourcing goods and services locally.
In late 2015, the Company carried out its first training course in the local community areas. The training course
focused on blasting techniques for the future operations and was attended by over 30 local residents, with
recognised diplomas being issued upon graduation.
In April 2016, the Company advertised a driver training course for approximately 35 individuals from the local
region. Participants will be given a license to operate mobile equipment on completing the course. The course has
been heavily oversubscribed with over 60 applications received to date from local residents.
Training programmes will continue to run throughout 2016 to ensure that sufficient people from the local
communities are qualified for jobs created during the construction and mining phases.
2
BERKELEY ENERGIA LIMITED
ANNUAL REPORT 2016
3
DIRECTORS’ REPORT
30 JUNE 2016
(Continued)
OPERATING AND FINANCIAL REVIEW (Continued)
Operations (Continued)
Commitment to the community and environment (Continued)
The Company’s commitment to the development of the area and its inhabitants goes beyond those working in the
mining industry. The Company has offered to participate in the management of the Elderly Residence of Retortillo
which is currently closed due to lack of funding.
The Company’s commitment to the environment remains a priority and, as outlined in the Environmental License
and the Environmental Measures Plan, it will plant trees over some 75 to 100 hectares of land in the region.
Exploration will increase Mineral Resource base
The overall Mineral Resource Estimate (‘MRE’) for the Salamanca mine now stands at 89.3 million pounds of
U3O8.
The DFS was based solely on Measured and Indicated Resources totaling 59.8 million pounds of U3O8 and did
not incorporate any Inferred Resources, which total 29.6 million pounds of U3O8.
Potential exists to maintain steady state production by successfully converting these Inferred Resources into
Indicated Resources with further drilling.
Ore Reserve Estimate
The project’s Ore Reserve Estimate stands at 54.6 million pounds of U3O8 of which 20.6 percent is considered
Proved and 79.4 percent is considered Probable after the application of all mining factors.
Corporate
Mr Paul Atherley was appointed as Managing Director of the Company based in London with effect from 1 July
2015. Mr Atherley is an accomplished mining executive with over 30 years resource industry experience in UK,
Australia and China.
He is a Mining Engineer from Imperial College London and holds postgraduate qualifications including an MBA
and a MAppSc in Mining Geomechanics. He has held a number of senior executive and board positions during
his career.
He has completed a number of acquisitions and financings of resource projects in Australia, South East Asia,
Africa and Western Europe, and has well-established relationships with European and Australian capital markets.
His immediate focus on appointment was the integration of the high grade Zona 7 deposit into the project’s
development plans, thereby potentially increasing the scale of the project and to arrange the project’s
development finance.
A meeting of shareholders of the Company was held on 31 July 2015 which approved the change of name to
Berkeley Energy Limited in order to reflect the Company’s transition from an explorer to a producer. The meeting
also resulted in the renewal of existing Performance Rights and award of new Performance Rights to the
Executive team who will be responsible for bringing the Salamanca mine into production.
Mr Dylan Browne was appointed CFO and Company Secretary of the Company following the resignation of Mr
Clint McGhie effective 29 October 2015 as a result of the Company’s corporate management base moving to the
London office. Mr Browne is a Chartered Accountant and Associate Member of the Governance Institute of
Australia who commenced his career at a large international accounting firm and has since worked in the
corporate office of a number of listed companies that operate in the resources sector.
On 27 November 2015, a meeting of shareholders was held which approved the change of name to Berkeley
Energia Limited.
4
BERKELEY ENERGIA LIMITED
DIRECTORS’ REPORT
30 JUNE 2016
(Continued)
OPERATING AND FINANCIAL REVIEW (Continued)
Operations (Continued)
Commitment to the community and environment (Continued)
The Company’s commitment to the development of the area and its inhabitants goes beyond those working in the
mining industry. The Company has offered to participate in the management of the Elderly Residence of Retortillo
which is currently closed due to lack of funding.
The Company’s commitment to the environment remains a priority and, as outlined in the Environmental License
and the Environmental Measures Plan, it will plant trees over some 75 to 100 hectares of land in the region.
Exploration will increase Mineral Resource base
The overall Mineral Resource Estimate (‘MRE’) for the Salamanca mine now stands at 89.3 million pounds of
U3O8.
The DFS was based solely on Measured and Indicated Resources totaling 59.8 million pounds of U3O8 and did
not incorporate any Inferred Resources, which total 29.6 million pounds of U3O8.
Potential exists to maintain steady state production by successfully converting these Inferred Resources into
Indicated Resources with further drilling.
Ore Reserve Estimate
The project’s Ore Reserve Estimate stands at 54.6 million pounds of U3O8 of which 20.6 percent is considered
Proved and 79.4 percent is considered Probable after the application of all mining factors.
Corporate
Australia and China.
his career.
Mr Paul Atherley was appointed as Managing Director of the Company based in London with effect from 1 July
2015. Mr Atherley is an accomplished mining executive with over 30 years resource industry experience in UK,
He is a Mining Engineer from Imperial College London and holds postgraduate qualifications including an MBA
and a MAppSc in Mining Geomechanics. He has held a number of senior executive and board positions during
He has completed a number of acquisitions and financings of resource projects in Australia, South East Asia,
Africa and Western Europe, and has well-established relationships with European and Australian capital markets.
His immediate focus on appointment was the integration of the high grade Zona 7 deposit into the project’s
development plans, thereby potentially increasing the scale of the project and to arrange the project’s
development finance.
A meeting of shareholders of the Company was held on 31 July 2015 which approved the change of name to
Berkeley Energy Limited in order to reflect the Company’s transition from an explorer to a producer. The meeting
also resulted in the renewal of existing Performance Rights and award of new Performance Rights to the
Executive team who will be responsible for bringing the Salamanca mine into production.
Mr Dylan Browne was appointed CFO and Company Secretary of the Company following the resignation of Mr
Clint McGhie effective 29 October 2015 as a result of the Company’s corporate management base moving to the
London office. Mr Browne is a Chartered Accountant and Associate Member of the Governance Institute of
Australia who commenced his career at a large international accounting firm and has since worked in the
corporate office of a number of listed companies that operate in the resources sector.
On 27 November 2015, a meeting of shareholders was held which approved the change of name to Berkeley
Energia Limited.
Global Mineral Resource Estimates at a cut-off grade of 200 ppm U3O8
(Only Measured and Indicated Resources included in the DFS)
Deposit
Name
Retortillo
Zona 7
Alameda
Las Carbas
Cristina
Caridad
Villares
Villares North
Total Retortillo Satellites
Villar
Alameda Nth Zone 2
Alameda Nth Zone 19
Alameda Nth Zone 21
Total Alameda Satellites
Gambuta
Salamanca mine Total
Resource
Category
Measured
Indicated
Inferred
Total
Measured
Indicated
Inferred
Total
Indicated
Inferred
Total
Inferred
Inferred
Inferred
Inferred
Inferred
Total
Inferred
Inferred
Inferred
Inferred
Total
Inferred
Measured
Indicated
Inferred
Total (*)
July 2016
Tonnes
(Mt)
U3O8
(ppm)
U3O8
(Mlbs)
4.1
11.3
0.2
15.6
5.2
10.5
6.0
21.7
20.0
0.7
20.7
0.6
0.8
0.4
0.7
0.3
2.8
5.0
1.2
1.1
1.8
9.1
12.7
9.3
41.8
31.5
82.6
498
395
368
422
674
761
364
631
455
657
462
443
460
382
672
388
492
446
472
492
531
472
394
597
516
395
514
4.5
9.8
0.2
14.5
7.8
17.6
4.8
30.2
20.1
1.0
21.1
0.6
0.8
0.4
1.1
0.2
3.0
4.9
1.3
1.2
2.1
9.5
11.1
12.3
47.5
29.6
89.3
(*) All figures are rounded to reflect appropriate levels of confidence. Apparent differences occur due to
rounding. The Measured and Indicated Mineral Resources are inclusive of those Mineral Resources modified to
produce the Ore Reserves
4
BERKELEY ENERGIA LIMITED
ANNUAL REPORT 2016
5
DIRECTORS’ REPORT
30 JUNE 2016
(Continued)
OPERATING AND FINANCIAL REVIEW (Continued)
Operations (Continued)
Project Ore Reserve Estimate
Deposit
Name
Retortillo
Zona 7
Alameda
Total
July 2016
Resource
Category
Tonnes
(Mt)
U3O8
(ppm)
U3O8
(Mlbs)
Proved
Probable
Total
Proved
Probable
Total
Proved
Probable
Total
Proved
Probable
Total (*)
4.0
11.9
15.9
6.5
11.9
18.4
0.0
26.4
26.4
397
329
325
542
624
595
0.0
327
327
3.5
7.9
11.4
7.8
16.4
24.2
0.0
19.0
19.0
10.5
487
11.3
50.3
391
43.4
60.7
408
54.6
(*) cut-off grade for Retortillo 107 ppm, Zona 7 125 ppm, Alameda 90 ppm. Apparent differences occur due to
rounding.
Results of Operations
The Consolidated Entity’s net loss after tax for the year ended 30 June 2016 was $13,641,054 (2015:
$7,865,605). This loss is partly attributable to:
(i)
(ii)
(iii)
(iv)
Exploration and evaluation expenses of $9,213,493 (2015: $6,677,550), 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 increased exploration and evaluation expenditure for the year ended
30 June 2016 is a reflection of additional activities undertaken in the year.
Business development expenses of $1,614,099 (2015: $15,965) which includes the Groups Investor
relations activities including but not limited to conference fees, travel costs, consultant fees, broker fees
and stock exchange admission costs.
Share-based payments expense of $1,713,364 (2015: $866,475) was recognised in respect of incentive
securities granted to directors, employees and key consultants. The Company expenses the incentive
securities over the vesting period.
Recognition of interest income of $237,065 (2015: $530,237). The reduction in interest income reflects the
reduced average cash position from 2015 to 2016 and a general reduction in interest rates from 2015 to
2016.
Financial Position
At 30 June 2016, the Group had cash reserves of $11,348,057, trade receivables of $7,301,108 and no debt. This
puts the Group in an excellent financial position as the Company moves towards the development of the
Salamanca mine.
6
BERKELEY ENERGIA LIMITED
DIRECTORS’ REPORT
30 JUNE 2016
(Continued)
Operations (Continued)
OPERATING AND FINANCIAL REVIEW (Continued)
Deposit
Name
Retortillo
Zona 7
Alameda
Total
rounding.
July 2016
Resource
Tonnes
U3O8
U3O8
Category
(Mt)
(ppm)
(Mlbs)
Proved
Probable
Total
Proved
Probable
Total
Proved
Probable
Total
Proved
Probable
Total (*)
4.0
11.9
15.9
6.5
11.9
18.4
0.0
26.4
26.4
397
329
325
542
624
595
0.0
327
327
3.5
7.9
11.4
7.8
16.4
24.2
0.0
19.0
19.0
10.5
487
11.3
50.3
391
43.4
60.7
408
54.6
(*) cut-off grade for Retortillo 107 ppm, Zona 7 125 ppm, Alameda 90 ppm. Apparent differences occur due to
Results of Operations
The Consolidated Entity’s net loss after tax for the year ended 30 June 2016 was $13,641,054 (2015:
$7,865,605). This loss is partly attributable to:
(i)
Exploration and evaluation expenses of $9,213,493 (2015: $6,677,550), 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 increased exploration and evaluation expenditure for the year ended
30 June 2016 is a reflection of additional activities undertaken in the year.
(ii)
Business development expenses of $1,614,099 (2015: $15,965) which includes the Groups Investor
relations activities including but not limited to conference fees, travel costs, consultant fees, broker fees
and stock exchange admission costs.
(iii)
Share-based payments expense of $1,713,364 (2015: $866,475) was recognised in respect of incentive
securities granted to directors, employees and key consultants. The Company expenses the incentive
securities over the vesting period.
(iv)
Recognition of interest income of $237,065 (2015: $530,237). The reduction in interest income reflects the
reduced average cash position from 2015 to 2016 and a general reduction in interest rates from 2015 to
2016.
Financial Position
Salamanca mine.
At 30 June 2016, the Group had cash reserves of $11,348,057, trade receivables of $7,301,108 and no debt. This
puts the Group in an excellent financial position as the Company moves towards the development of the
Project Ore Reserve Estimate
Business Strategies and Prospects for Future Financial Years
The Group had net assets of $26,301,977 at 30 June 2016 (2015: $28,538,535), a decrease of approximately
7.8% compared with the previous year. This decrease is consistent with the reduced cash balance and is also
attributable to the comprehensive loss for the year, comprising: (i) the current year’s net loss after income tax, and
(ii) movement in reserves.
Berkeley’s strategic objective is to create long-term shareholder value by becoming a uranium producer in the mid
to near term, through the ongoing development and exploration of the Salamanca mine.
To achieve its strategic objective, the Company currently has the following business strategies and prospects
over the medium term:
Progress with project finance options including seeking offtake partners; strategic partners and other project
financiers;
Advance the Salamanca mine through the current development phase into the main construction phase and
then into production;
Continue to explore the Company’s portfolio of tenements in Spain targeting further Zona 7 style deposits
aimed at making new discoveries and converting some of the 29.6 million pounds of Inferred resources into
the mine schedule with the objective of maintaining annual production at over 4 million pounds a year on an
ongoing basis; and
Continue to assess any 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 programmes,
and a number of technical and economic studies with respect to the Salamanca mine.
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 development project, there is no guarantee
that the Company will be successful in applying for and maintaining all required permits and licences to complete
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.
The Company has received all of the major approvals for the development of the Salamanca mine as issued
by the relevant Spanish authorities. Various appeals have been made against these permits and approvals,
as allowed for under Spanish law, and the Company expects that further appeals will be made against these
and future authorisations and approvals in the ordinary course of events. All appeals to date have been
unsuccessful. The Company will continue to comply with its continuous disclosure obligations in relation to
any such appeals.
6
BERKELEY ENERGIA LIMITED
ANNUAL REPORT 2016
7
DIRECTORS’ REPORT
30 JUNE 2016
(Continued)
OPERATING AND FINANCIAL REVIEW (Continued)
Business Strategies and Prospects for Future Financial Years (Continued)
All of the appeals to date have been unsuccessful. The Company has no reason to be believe that future appeals
will not also be unsuccessful. Should an appeal be made and advice is received that the appeal has some chance
of success the company will advise in the normal course of events.
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
Mr Paul Atherley Managing Director (appointed 1 July 2015)
Dr James Ross
Non-Executive Director
Mr Robert Behets Non-Executive Director
Unless otherwise disclosed, Directors held their office from 1 July 2015 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 Energia Limited on 27 April 2012. During the
three year period to the end of the financial year, Mr Middlemas has held directorships in Cradle Resources
Limited (May 2016 – present), Paringa Resources Limited (October 2013 – present), Prairie Mining Limited
(August 2011 – present), Syntonic Limited (April 2010 – present), Salt Lake Potash 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),
Papillon Resources Limited (May 2011 – October 2014), Sierra Mining Limited (January 2006 – June 2014) and
Decimal Software Limited (July 2013 – April 2014).
Paul Atherley
Managing Director
Qualifications – BSc, MAppSc, MBA, ARSM
Mr Atherley is a Mining Engineer from Imperial College London and has held numerous senior executive and
board positions during his career. He served as Executive Director of the investment banking arm of HSBC
Australia where he undertook a range of advisory roles in the resources sector. He has completed a number of
acquisitions and financings of resource projects in Australia, South East Asia, Africa and Western Europe, and
has well-established relationships with European and Australian capital markets. As the Managing Director of
ASX/AIM listed Leyshon Resources Limited, Mr Atherley was responsible for the exploration, development and
successful sale of the Zheng Guang Gold-Zinc Project in Northern China.
Mr Atherley has developed strong connections within Chinese business, industry bodies and senior government
officials, including the most senior levels of the state owned energy companies. Until recently he was the
Chairman of the British Chamber of Commerce in China, Vice Chairman of the China Britain Business Council in
London and served on the European Union Energy Working Group in Beijing. He has been a regular business
commentator on China, hosting events in Beijing and appearing on CCTVNews and China Radio International.
Mr Atherley was appointed a director of Berkeley Energia Limited on 1 July 2015. During the three year period to
the end of the financial year, Mr Atherley has also held directorships in Leyshon Resources Limited (May 2004 –
present) and Leyshon Energy Limited (January 2014 – present).
8
BERKELEY ENERGIA LIMITED
DIRECTORS’ REPORT
30 JUNE 2016
(Continued)
OPERATING AND FINANCIAL REVIEW (Continued)
Business Strategies and Prospects for Future Financial Years (Continued)
All of the appeals to date have been unsuccessful. The Company has no reason to be believe that future appeals
will not also be unsuccessful. Should an appeal be made and advice is received that the appeal has some chance
of success the company will advise in the normal course of events.
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
Mr Paul Atherley Managing Director (appointed 1 July 2015)
Dr James Ross
Non-Executive Director
Mr Robert Behets Non-Executive Director
Unless otherwise disclosed, Directors held their office from 1 July 2015 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 Energia Limited on 27 April 2012. During the
three year period to the end of the financial year, Mr Middlemas has held directorships in Cradle Resources
Limited (May 2016 – present), Paringa Resources Limited (October 2013 – present), Prairie Mining Limited
(August 2011 – present), Syntonic Limited (April 2010 – present), Salt Lake Potash 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),
Papillon Resources Limited (May 2011 – October 2014), Sierra Mining Limited (January 2006 – June 2014) and
Decimal Software Limited (July 2013 – April 2014).
Paul Atherley
Managing Director
Qualifications – BSc, MAppSc, MBA, ARSM
Mr Atherley is a Mining Engineer from Imperial College London and has held numerous senior executive and
board positions during his career. He served as Executive Director of the investment banking arm of HSBC
Australia where he undertook a range of advisory roles in the resources sector. He has completed a number of
acquisitions and financings of resource projects in Australia, South East Asia, Africa and Western Europe, and
has well-established relationships with European and Australian capital markets. As the Managing Director of
ASX/AIM listed Leyshon Resources Limited, Mr Atherley was responsible for the exploration, development and
successful sale of the Zheng Guang Gold-Zinc Project in Northern China.
Mr Atherley has developed strong connections within Chinese business, industry bodies and senior government
officials, including the most senior levels of the state owned energy companies. Until recently he was the
Chairman of the British Chamber of Commerce in China, Vice Chairman of the China Britain Business Council in
London and served on the European Union Energy Working Group in Beijing. He has been a regular business
commentator on China, hosting events in Beijing and appearing on CCTVNews and China Radio International.
Mr Atherley was appointed a director of Berkeley Energia Limited on 1 July 2015. During the three year period to
the end of the financial year, Mr Atherley has also held directorships in Leyshon Resources Limited (May 2004 –
present) and Leyshon Energy Limited (January 2014 – present).
James Ross AM
Non-Executive Director
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 the John De Laeter Centre, a member of the Technology Industry Advisory Council, the
immediate past Chair of Earth Science Western Australia Inc. and a former Director of Kimberley Foundation
Australia Ltd.
He was appointed a Director of Berkeley Energia 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.
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 held directorships in Equatorial Resources Limited (February 2016 to present),
Cradle Resources Limited (May 2016 to present), WCP Resources Limited (February 2016 to present) and
Papillon Resources Limited (May 2012 – October 2014).
Mr Dylan Browne
Company Secretary and Chief Financial Officer
Qualifications – B.Com, CA, AGIA
Mr Browne is a Chartered Accountant and Associate Member of the Governance Institute of Australia who
commenced his career at a large international accounting firm and has since worked in the corporate office of a
number listed companies that operate in the resources sector. Mr Browne was appointed Company Secretary and
Chief Financial Officer of the Company on 29 October 2015.
8
BERKELEY ENERGIA LIMITED
ANNUAL REPORT 2016
9
DIRECTORS’ REPORT
30 JUNE 2016
(Continued)
OTHER KMP
Mr Francisco Bellón del Rosal
General Manager Operations
Qualifications – M.Sc, MAusIMM
Mr Bellón is a Mining Engineer specialising in mineral processing and metallurgy with over 20 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 Energia Limited in May 2011.
Mr Javier Colilla Peletero
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 Energia Limited in April
2010.
Mr Hugo Schumann
Corporate Manager
Qualifications – MBA, CFA, B.Bus.Sci (Hons)
Mr Schumann commenced his career as a management consultant before moving into the natural resources
sector, initially as part of an investing team in London focused on early stage mining projects and then working in
corporate development functions for a number of listed mining and energy companies. He has a decade of
experience in the financing and development of mining and energy projects globally across a range of
commodities. He holds an MBA from INSEAD, is a CFA Charterholder and holds a Bachelor of Business Science
(Finance CA) from the University of Cape Town. Mr Schumann joined Berkeley Energia Limited in July 2015.
PRINCIPAL ACTIVITIES
The principal activities of the Consolidated Entity during the year consisted of mineral exploration and
development. There was no significant change in the nature of those activities.
DIVIDENDS
No dividends have been declared, provided for or paid in respect of the financial year ended 30 June 2016
(2015: nil).
10
BERKELEY ENERGIA LIMITED
DIRECTORS’ REPORT
30 JUNE 2016
(Continued)
OTHER KMP
Mr Francisco Bellón del Rosal
General Manager Operations
Qualifications – M.Sc, MAusIMM
Mr Bellón is a Mining Engineer specialising in mineral processing and metallurgy with over 20 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 Energia Limited in May 2011.
Mr Javier Colilla Peletero
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 Energia Limited in April
2010.
Mr Hugo Schumann
Corporate Manager
Qualifications – MBA, CFA, B.Bus.Sci (Hons)
Mr Schumann commenced his career as a management consultant before moving into the natural resources
sector, initially as part of an investing team in London focused on early stage mining projects and then working in
corporate development functions for a number of listed mining and energy companies. He has a decade of
experience in the financing and development of mining and energy projects globally across a range of
commodities. He holds an MBA from INSEAD, is a CFA Charterholder and holds a Bachelor of Business Science
(Finance CA) from the University of Cape Town. Mr Schumann joined Berkeley Energia Limited in July 2015.
The principal activities of the Consolidated Entity during the year consisted of mineral exploration and
development. There was no significant change in the nature of those activities.
DIVIDENDS
(2015: nil).
No dividends have been declared, provided for or paid in respect of the financial year ended 30 June 2016
EARNINGS PER SHARE
Basic and diluted loss per share
2016
Cents
(7.47)
2015
Cents
(4.36)
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
Other than as disclosed below, there were no significant changes in the state of affairs of the Consolidated Entity
during the year.
On 1 July 2015, Mr Paul Atherley commenced as Managing Director of the Company;
On 31 July 2015, Shareholders approved the renewal of Berkeley’s Performance Rights Plan and to vary the
terms of 2,776,000 existing Performance Rights by extending the milestone and expiry dates by 24 months;
On 29 October 2015, Mr Dylan Browne was appointed Chief Financial Officer and Company Secretary of the
Company;
On 27 November 2015, following shareholder approval at a General Meeting, the Company changed its
name to Berkeley Energia Limited; and
On 10 May 2016, the Company announced a royalty and equity financing with major shareholder, RCF. The
equity financing comprised of the issue of US$5 million worth of ordinary shares in the Company at a price of
A$0.625 (£0.32) per share. RCF also agreed to provide an additional US$5 million though the sale of a
0.375% fully secured net smelter royalty over the Salamanca mine.
SIGNIFICANT EVENTS AFTER THE BALANCE DATE EVENT
(i) On 14 July 2016, the Company announced the results of the completed DFS which confirmed the
Salamanca mine as one of the lowest cost producers capable of generating strong after tax cash flow
through the current low in the uranium price cycle;
(ii) On 29 July 2016, the Company issued 2,345,000 Ordinary shares on conversion of the DFS Performance
Rights on the announcement of the DFS results;
(iii) 19 August 2016, the Company received the US$5 million for the advance royalty sale to RCF; and
(iv) On 20 September 2016, the Company announced that it had signed a LOI relating to the sale of the first
million pounds of production from the Salamanca mine.
Other than as outlined above, as at the date of this report there are no matters or circumstances, which have
arisen since 30 June 2016 that have significantly affected or may significantly affect:
the operations, in financial years subsequent to 30 June 2016, of the Consolidated Entity;
the results of those operations, in financial years subsequent to 30 June 2016, of the Consolidated Entity; or
the state of affairs, in financial years subsequent to 30 June 2016, of the Consolidated Entity.
PRINCIPAL ACTIVITIES
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. These certificates are renewed
following annual audits established by the regulations, with the most recent audit successfully completed in July
2015.
10
BERKELEY ENERGIA LIMITED
ANNUAL REPORT 2016
11
DIRECTORS’ REPORT
30 JUNE 2016
(Continued)
INFORMATION ON DIRECTORS' INTERESTS IN SECURITIES OF BERKELEY
Current Directors
Ordinary Shares(i)
Incentive Options(ii)
Performance Rights(iii)
Interest in Securities at the Date of this Report
Ian Middlemas
Paul Atherley
James Ross
Robert Behets
9,300,000
1,504,000
415,000
2,390,000
-
4,000,000
-
-
-
1,850,000
200,000
580,000
Notes
(i)
(ii)
(iii)
“Ordinary Shares” means fully paid ordinary shares in the capital of the Company.
“Incentive Options” means an unlisted option to subscribe for 1 Ordinary Share in the capital of the Company
“Performance Rights” means the right to subscribe to 1 Ordinary Share in the capital of the Company upon the
completion of specific performance milestones by the Company.
SHARE OPTIONS AND PERFORMANCE RIGHTS
At the date of this report the following Incentive Options and Performance Rights have been issued over unissued
Ordinary Shares of the Company:
•
•
•
•
•
•
•
3,600,000 Incentive Options exercisable at £0.15 on or before 30 June 2018;
3,600,000 Incentive Options exercisable at £0.20 on or before 30 June 2019;
150,000 Incentive options exercisable at £0.25 on or before 30 June 2018;
150,000 Incentive options exercisable at £0.30 on or before 30 June 2018;
200,000 Incentive options exercisable at £0.40 on or before 30 June 2018.
3,585,000 Performance Rights expiring on 31 December 2018; and
4,625,000 Performance Rights expiring on 31 December 2019.
These Incentive Options and Performance Rights do not entitle the holders to participate in any share issue of the
Company or any other body corporate. During the year ended 30 June 2016, 6,000,000 Ordinary Shares were
issued as a result of the exercise of 6,000,000 Incentive Options and 830,000 Ordinary Shares were issued as a
result of the conversion of 830,000 Performance Rights. Subsequent to the end of the financial year and up and
until the date of this report, no Ordinary shares have been issued as a result of the exercise of Incentive Options,
and 2,345,000 Ordinary Shares have been issued as a result of the conversion of 2,345,000 Performance Rights.
MEETINGS OF DIRECTORS
The following table sets out the number of meetings of the Company's Directors held during the year ended
30 June 2016, and the number of meetings attended by each director.
Current Directors
Ian Middlemas
Paul Atherley
James Ross
Robert Behets
Board Meetings
Number Eligible to Attend
Board Meetings
Number Attended
3
3
3
3
3
3
2
3
12
BERKELEY ENERGIA LIMITED
DIRECTORS’ REPORT
30 JUNE 2016
(Continued)
INFORMATION ON DIRECTORS' INTERESTS IN SECURITIES OF BERKELEY
REMUNERATION REPORT (AUDITED)
Current Directors
Ordinary Shares(i)
Incentive Options(ii)
Performance Rights(iii)
Interest in Securities at the Date of this Report
Details of Key Management Personnel
This report details the amount and nature of remuneration of each director and executive officer of the Company.
The Key Management Personnel (‘KMP’) of the Group during or since the end of the financial year were as
follows:
Directors
Mr Ian Middlemas
Mr Paul Atherley
Dr James Ross
Mr Robert Behets
Other KMP
Mr Francisco Bellón del Rosal
Mr Javier Colilla Peletero
Mr Hugo Schumann
Mr Dylan Browne
Mr Clint McGhie
Chairman
Managing Director (appointed 1 July 2015)
Non-Executive Director
Non-Executive Director
General Manager Operations
Senior Vice President Corporate
Corporate Manager (appointed 1 July 2015)
Chief Financial Officer and Company Secretary (appointed 29 October 2015)
Chief Financial Officer and Company Secretary (resigned 29 October 2015)
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 2015 until the date of this report.
3,600,000 Incentive Options exercisable at £0.20 on or before 30 June 2019;
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 the 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.
Ian Middlemas
Paul Atherley
James Ross
Robert Behets
Notes
(i)
(ii)
(iii)
•
•
•
•
•
•
•
9,300,000
1,504,000
415,000
2,390,000
4,000,000
-
-
-
-
1,850,000
200,000
580,000
“Ordinary Shares” means fully paid ordinary shares in the capital of the Company.
“Incentive Options” means an unlisted option to subscribe for 1 Ordinary Share in the capital of the Company
“Performance Rights” means the right to subscribe to 1 Ordinary Share in the capital of the Company upon the
completion of specific performance milestones by the Company.
SHARE OPTIONS AND PERFORMANCE RIGHTS
At the date of this report the following Incentive Options and Performance Rights have been issued over unissued
Ordinary Shares of the Company:
3,600,000 Incentive Options exercisable at £0.15 on or before 30 June 2018;
150,000 Incentive options exercisable at £0.25 on or before 30 June 2018;
150,000 Incentive options exercisable at £0.30 on or before 30 June 2018;
200,000 Incentive options exercisable at £0.40 on or before 30 June 2018.
3,585,000 Performance Rights expiring on 31 December 2018; and
4,625,000 Performance Rights expiring on 31 December 2019.
These Incentive Options and Performance Rights do not entitle the holders to participate in any share issue of the
Company or any other body corporate. During the year ended 30 June 2016, 6,000,000 Ordinary Shares were
issued as a result of the exercise of 6,000,000 Incentive Options and 830,000 Ordinary Shares were issued as a
result of the conversion of 830,000 Performance Rights. Subsequent to the end of the financial year and up and
until the date of this report, no Ordinary shares have been issued as a result of the exercise of Incentive Options,
and 2,345,000 Ordinary Shares have been issued as a result of the conversion of 2,345,000 Performance Rights.
MEETINGS OF DIRECTORS
The following table sets out the number of meetings of the Company's Directors held during the year ended
30 June 2016, and the number of meetings attended by each director.
Current Directors
Ian Middlemas
Paul Atherley
James Ross
Robert Behets
Board Meetings
Number Eligible to Attend
Board Meetings
Number Attended
3
3
3
3
3
3
2
3
12
BERKELEY ENERGIA LIMITED
ANNUAL REPORT 2016
13
DIRECTORS’ REPORT
30 JUNE 2016
(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 programmes within budgeted timeframes and costs), development activities (e.g.
completion of feasibility studies), corporate activities (e.g. recruitment of key personnel and project financing) 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 2016 financial year, a total bonus sum of $484,698 (2015:
$57,480) was paid, and is payable to KMP on achievement of KPIs as set by the board which included: (i)
Completion of an upgraded Pre-Feasibility at the Project; (ii) Upgrade in the size and grade of the of the mineral
resource estimate at the Project; (iii) achievement of major permitting milestones including the award of the initial
authorisation for the process plant; (iv) commencement of development activities at the Project; (v) completion of
RCF finaning at a premium; and (vi) completion of a DFS at the Project.
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 and March 2014. Shareholders approved the renewal of the Plan in July 2015.
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)
enable the Company to recruit, incentivise and retain KMP and other eligible employees and contractors
needed to achieve the Company's strategic objectives;
link the reward of eligible employees and contractors 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.
In addition, the Group has chosen to provide unlisted incentive options (‘Incentive Options’) to some KMP as part
of their remuneration and incentive arrangements in order to attract and retain their services and to provide an
incentive linked to the performance of the Group. The Board’s policy is to grant Incentive Options to KMP with
exercise prices at or above market share price (at time of agreement). As such, Incentive Options granted to
KMP are generally only of benefit if the KMP has performed to the level whereby the value of the Company has
increased sufficiently to warrant exercising the Incentive Options granted.
Other than service-based vesting conditions (if any), 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 that the performance of KMP and the performance
and value of the Group are closely related.
The Company prohibits executives entering into arrangements to limit their exposure to Unlisted Options and
Performance Rights granted as part of their remuneration package.
14
BERKELEY ENERGIA LIMITED
DIRECTORS’ REPORT
30 JUNE 2016
(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 programmes within budgeted timeframes and costs), development activities (e.g.
completion of feasibility studies), corporate activities (e.g. recruitment of key personnel and project financing) 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 2016 financial year, a total bonus sum of $484,698 (2015:
$57,480) was paid, and is payable to KMP on achievement of KPIs as set by the board which included: (i)
Completion of an upgraded Pre-Feasibility at the Project; (ii) Upgrade in the size and grade of the of the mineral
resource estimate at the Project; (iii) achievement of major permitting milestones including the award of the initial
authorisation for the process plant; (iv) commencement of development activities at the Project; (v) completion of
RCF finaning at a premium; and (vi) completion of a DFS at the Project.
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 and March 2014. Shareholders approved the renewal of the Plan in July 2015.
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
(a)
enable the Company to recruit, incentivise and retain KMP and other eligible employees and contractors
needed to achieve the Company's strategic objectives;
(b)
link the reward of eligible employees and contractors with the achievements of strategic goals and the long
term performance of the Company;
provide incentives to participants of the Plan to focus on superior performance that creates Shareholder
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.
In addition, the Group has chosen to provide unlisted incentive options (‘Incentive Options’) to some KMP as part
of their remuneration and incentive arrangements in order to attract and retain their services and to provide an
incentive linked to the performance of the Group. The Board’s policy is to grant Incentive Options to KMP with
exercise prices at or above market share price (at time of agreement). As such, Incentive Options granted to
KMP are generally only of benefit if the KMP has performed to the level whereby the value of the Company has
increased sufficiently to warrant exercising the Incentive Options granted.
Other than service-based vesting conditions (if any), 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 that the performance of KMP and the performance
and value of the Group are closely related.
The Company prohibits executives entering into arrangements to limit their exposure to Unlisted Options and
Performance Rights granted as part of their remuneration package.
will:
(c)
(d)
value.
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.
Relationship between Remuneration and Shareholder Wealth
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 KMP have also been
granted Performance Rights and Incentive 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.
Relationship between Remuneration of KMP and Earnings
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.
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.
align the financial interest of participants of the Plan with those of Shareholders; and
General
Where required, KMP receive superannuation contributions (or foreign equivalent), currently equal to 9.5% of their
salary, 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 and Performance
Rights are valued using an appropriate valuation methodology. The value of these Incentive Options and
Performance Rights is expensed over the vesting period.
14
BERKELEY ENERGIA LIMITED
ANNUAL REPORT 2016
15
DIRECTORS’ REPORT
30 JUNE 2016
(Continued)
REMUNERATION REPORT (AUDITED) (Continued)
KMP 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
Post
Employ-
ment
Benefits
$
Salary
& Fees
$
Share-
Based
Paymen
ts
$
Other Non-
Cash
Benefits(4)
$
Cash
Incentive
$
Total
$
Percentage
of Total
Remunerat-
ion that
Consists of
Options/
Rights
%
Percent-
age
Perform-
ance
Related
%
45,600
4,400
-
-
456,218
27,398
27,398
-
225,344
439,874
2,603
2,603
-
-
(5,116)
72,440
-
-
-
-
50,000
-
-
1,121,436
39.22
59.32
24,885
102,441
(20.56)
(20.56)
70.71
70.71
2016
Directors
Ian Middlemas
Paul Atherley(1)
James Ross
Robert Behets
Other KMP
Francisco Bellón del
Rosal
297,002
20,467
76,154
269,321
Javier Colilla Peletero
297,002
18,770
76,154
269,321
Hugo Schumann
Dylan Browne(2)
Clint McGhie(3)
226,851
98,066
-
-
-
-
89,697
214,425
17,349
68,215
-
24,627
48,441
46,431
-
-
-
711,385
707,678
530,973
183,630
24,627
37.86
38.06
40.38
37.15
48.56
48.82
57.28
46.60
100.00
100.00
Total
Notes
(1)
(2)
(3)
(4)
1,475,535
48,843
484,698 1,353,107
94,872
3,457,055
Mr Atherley was appointed a Director with effect from 1 July 2015.
Mr Browne was appointed as Company Secretary and Chief Financial Officer on 29 October 2015.
Mr McGhie resigned as Company Secretary and Chief Financial Officer on 29 October 2015. Previously Mr McGhie provided services
as the Company Secretary and Chief Financial Officer through a services agreement between Berkeley and Apollo Group Pty Ltd.
Under the agreement up and until Mr McGhie’s resignation date, Apollo Group Pty Ltd was paid, or was payable $72,500 (2015:
$296,000) for the provision of administrative, company secretarial and accounting services, and the provision of a fully serviced office
to the Company
Other Non-Cash Benefits includes payments made for housing and car benefits.
16
BERKELEY ENERGIA LIMITED
DIRECTORS’ REPORT
30 JUNE 2016
(Continued)
REMUNERATION REPORT (AUDITED) (Continued)
KMP 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
Benefits
Incentive
Post
Employ-
ment
$
Salary
& Fees
$
45,600
4,400
456,218
27,398
27,398
2,603
2,603
Share-
Based
Cash
Paymen
ts
$
-
(5,116)
72,440
$
-
-
-
Other Non-
Cash
Benefits(4)
$
Percentage
of Total
Remunerat-
Percent-
ion that
age
Consists of
Perform-
Options/
Rights
ance
Related
%
-
%
-
Total
$
50,000
24,885
102,441
(20.56)
(20.56)
70.71
70.71
-
225,344
439,874
1,121,436
39.22
59.32
297,002
20,467
76,154
269,321
Javier Colilla Peletero
297,002
18,770
76,154
269,321
Hugo Schumann
Dylan Browne(2)
Clint McGhie(3)
226,851
98,066
-
-
-
-
89,697
214,425
17,349
68,215
-
24,627
48,441
46,431
711,385
707,678
530,973
183,630
24,627
37.86
38.06
40.38
37.15
48.56
48.82
57.28
46.60
100.00
100.00
1,475,535
48,843
484,698 1,353,107
94,872
3,457,055
Mr Atherley was appointed a Director with effect from 1 July 2015.
Mr Browne was appointed as Company Secretary and Chief Financial Officer on 29 October 2015.
Mr McGhie resigned as Company Secretary and Chief Financial Officer on 29 October 2015. Previously Mr McGhie provided services
as the Company Secretary and Chief Financial Officer through a services agreement between Berkeley and Apollo Group Pty Ltd.
Under the agreement up and until Mr McGhie’s resignation date, Apollo Group Pty Ltd was paid, or was payable $72,500 (2015:
$296,000) for the provision of administrative, company secretarial and accounting services, and the provision of a fully serviced office
to the Company
(4)
Other Non-Cash Benefits includes payments made for housing and car benefits.
2016
Directors
Ian Middlemas
Paul Atherley(1)
James Ross
Robert Behets
Other KMP
Francisco Bellón del
Rosal
Total
Notes
(1)
(2)
(3)
-
-
-
-
-
-
-
Short-term Benefits
Post
Employ-
ment
Benefits
$
Share-
Based
Paymen
ts
$
Other Non-
Cash
Benefits(5)
$
Cash
Incentive
$
-
-
-
-
-
-
-
-
-
438,667
(2,189)
(5,254)
-
-
-
-
Salary
& Fees
$
50,000
-
50,000
198,200
276,620
19,190
28,740
203,809
276,614
17,037
28,740
215,500
-
-
-
-
-
-
34,063
(3,941)
46,289
30,156
-
-
2015
Directors
Ian Middlemas
Paul Atherley(1)
James Ross
Robert Behets(2)
Other KMP
Francisco Bellón del
Rosal
Javier Colilla Peletero
Hugo Schumann(3)
Clint McGhie(4)
Percentage
of Total
Remunerat-
ion that
Consists of
Options/
Rights
%
Percent-
age
Perform-
ance
Related
%
-
-
100.00
100.00
(4.58)
(2.72)
(4.58)
(2.72)
35.47
37.94
100.00
100.00
40.47
43.00
100.00
100.00
Total
$
50,000
438,667
47,811
192,946
574,648
568,047
34,063
(3,941)
Total
Notes
(1)
(2)
(3)
(4)
(5)
851,434
36,227
57,480
880,655
76,445
1,902,241
Mr Atherley was appointed a Director with effect from 1 July 2015. In accordance with the terms of the consultancy deed with North
Asia Metals Limited (‘NAML’) under which Mr Atherley is engaged, NAML was granted 4,000,000 incentive options on 16 June 2015
(vesting on commencement);
Mr Behets received Directors fees of $50,000 and consulting fees of $148,200 for additional services provided to the Company;
Mr Schumann commenced his role as Corporate Manager on 1 July 2015. He has previously provided assistance with investor
relations in a non-executive capacity and had been granted Performance Rights in the year ended 30 June 2014. Mr Schumann was
granted 200,000 incentive options on 15 June 2015;
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 was paid, or is payable $296,000 (2014: $288,000) for the
provision of administrative, company secretarial and accounting services, and the provision of a fully serviced office to the Company.
With effect from 1 July 2015, the retainer payable to Apollo Group Pty Ltd for the provision of these services has reduced to $20,000
per month; and
Other Non-Cash Benefits includes payments made for housing and car benefits.
16
BERKELEY ENERGIA LIMITED
ANNUAL REPORT 2016
17
DIRECTORS’ REPORT
30 JUNE 2016
(Continued)
REMUNERATION REPORT (AUDITED) (Continued)
Incentive Options and Performance Rights Granted to KMP
Details of Incentive Options and Performance Rights granted by the Company to each Key Management
Personnel of the Group during the year ended 30 June 2016 are as follows:
2016
Directors
Robert Behets
Paul Atherley
Other KMP
Francisco Bellón
del Rosal
Javier Colilla Peletero
Hugo Schumann
Dylan Browne
Clint McGhie
Options /
Rights(1)
Grant
Date
Expiry
Date
Exercise
Price
Grant Date
Fair Value
$
No.
Granted
No. Vested
at 30 June
2016
Rights
Rights
Rights
Rights
Rights
Rights
Rights
Rights
Rights
Rights
Rights
Rights
Rights
Rights
Rights
Rights
Rights
Rights
Rights
Rights
Rights
Rights
Rights
Rights
Rights
Rights
Rights
Rights
Rights
Rights
Rights
Rights
Rights
31 Jul 15
30 Jun 16
31 Jul 15
30 Jun 17
31 Jul 15
30 Jun 17
31 Jul 15
31 Dec 18
31 Jul 15
31 Dec 19
18 Mar 16
30 Jun 17
18 Mar 16
31 Dec 18
18 Mar 16
31 Dec 19
31 Jul 15
30 Jun 16
31 Jul 15
30 Jun 17
31 Jul 15
31 Dec 18
31 Jul 15
31 Dec 19
8 Feb 16
30 Jun 17
8 Feb 16
31 Dec 18
8 Feb 16
31 Dec 19
31 Jul 15
30 Jun 16
31 Jul 15
30 Jun 17
31 Jul 15
31 Dec 18
31 Jul 15
31 Dec 19
8 Feb 16
30 Jun 17
8 Feb 16
31 Dec 18
8 Feb 16
31 Dec 19
31 Jul 15
30 Jun 17
31 Jul 15
31 Dec 18
31 Jul 15
31 Dec 19
8 Feb 16
30 Jun 17
8 Feb 16
31 Dec 18
8 Feb 16
31 Dec 19
8 Feb 16
30 Jun 17
8 Feb 16
31 Dec 18
8 Feb 16
31 Dec 19
31 Jul 15
30 Jun 16
31 Jul 15
30 Jun 17
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
0.350
0.350
0.350
0.350
0.350
0.480
0.480
0.480
0.350
0.350
0.350
0.350
0.470
0.470
0.470
0.350
0.350
0.350
0.350
0.470
0.470
0.470
0.350
0.350
0.350
0.470
0.470
0.470
0.470
0.470
0.470
0.350
0.350
150,000
100,000
450,000
500,000
650,000
200,000
300,000
400,000
200,000
250,000
100,000
200,000
150,000
200,000
300,000
200,000
250,000
100,000
200,000
150,000
200,000
300,000
200,000
200,000
290,000
150,000
200,000
300,000
100,000
180,000
180,000
150,000
50,000
-(1)
-
-
-
-
-
-
-
-(1)
-
-
-
-
-
-
-(1)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-(1)
-
Notes
(1)
(2)
This tranche of Performance Rights vested on 4 November 2015 and was converted to shares on 23 December 2015.
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.
18
BERKELEY ENERGIA LIMITED
DIRECTORS’ REPORT
30 JUNE 2016
(Continued)
REMUNERATION REPORT (AUDITED) (Continued)
Incentive Options and Performance Rights Granted to KMP
Details of Incentive Options and Performance Rights granted by the Company to each Key Management
Personnel of the Group during the year ended 30 June 2016 are as follows:
Options /
Rights(1)
Grant
Date
Expiry
Date
Exercise
Price
Grant Date
Fair Value
No.
$
Granted
No. Vested
at 30 June
2016
2016
Directors
Robert Behets
Paul Atherley
Other KMP
Francisco Bellón
del Rosal
Javier Colilla Peletero
Hugo Schumann
Dylan Browne
Clint McGhie
Notes
(1)
(2)
Rights
Rights
Rights
Rights
Rights
Rights
Rights
Rights
Rights
Rights
Rights
Rights
Rights
Rights
Rights
Rights
Rights
Rights
Rights
Rights
Rights
Rights
Rights
Rights
Rights
Rights
Rights
Rights
Rights
Rights
Rights
Rights
Rights
31 Jul 15
30 Jun 16
31 Jul 15
30 Jun 17
31 Jul 15
30 Jun 17
31 Jul 15
31 Dec 18
31 Jul 15
31 Dec 19
18 Mar 16
30 Jun 17
18 Mar 16
31 Dec 18
18 Mar 16
31 Dec 19
31 Jul 15
30 Jun 16
31 Jul 15
30 Jun 17
31 Jul 15
31 Dec 18
31 Jul 15
31 Dec 19
8 Feb 16
30 Jun 17
8 Feb 16
31 Dec 18
8 Feb 16
31 Dec 19
31 Jul 15
30 Jun 16
31 Jul 15
30 Jun 17
31 Jul 15
31 Dec 18
31 Jul 15
31 Dec 19
8 Feb 16
30 Jun 17
8 Feb 16
31 Dec 18
8 Feb 16
31 Dec 19
31 Jul 15
30 Jun 17
31 Jul 15
31 Dec 18
31 Jul 15
31 Dec 19
8 Feb 16
30 Jun 17
8 Feb 16
31 Dec 18
8 Feb 16
31 Dec 19
8 Feb 16
30 Jun 17
8 Feb 16
31 Dec 18
8 Feb 16
31 Dec 19
31 Jul 15
30 Jun 16
31 Jul 15
30 Jun 17
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
0.350
0.350
0.350
0.350
0.350
0.480
0.480
0.480
0.350
0.350
0.350
0.350
0.470
0.470
0.470
0.350
0.350
0.350
0.350
0.470
0.470
0.470
0.350
0.350
0.350
0.470
0.470
0.470
0.470
0.470
0.470
0.350
0.350
150,000
100,000
450,000
500,000
650,000
200,000
300,000
400,000
200,000
250,000
100,000
200,000
150,000
200,000
300,000
200,000
250,000
100,000
200,000
150,000
200,000
300,000
200,000
200,000
290,000
150,000
200,000
300,000
100,000
180,000
180,000
150,000
50,000
-(1)
-(1)
-(1)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-(1)
This tranche of Performance Rights vested on 4 November 2015 and was converted to shares on 23 December 2015.
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.
Details of the value of Incentive Options granted, exercised or lapsed for each Key Management Person of the
Company or Group during the financial year are as follows:
Value of
Incentive
Options
granted during
the year(1)
$
Value of
Incentive
Options
exercised
during the year
$
Value of
options / rights
lapsed during
the year
$
Value of
Incentive Options
included in
remuneration for
the year
$
Percentage of
remuneration
that consists of
Incentive Options
%
-
-
-
-
840,000(1)
210,000(2)
-
-
-
-
-(3)
-(4)
-
-
-
-
-
-
-
-
2016
Directors
Ian Middlemas
Robert Behets
Other KMP
Francisco Bellón del
Rosal
Javier Colilla Peletero
Notes
(1)
(2)
(3)
(4)
On 17 June 2016, Mr Middlemas exercised 4,000,000 Incentive Options. The Value of the Incentive Options
exercised is calculated using the closing price on that date ($0.66) less the exercise price ($0.45). These Incentive
Options were subscribed for by Mr Middlemas on terms no more favourable than those to other unrelated parties.
On 17 June 2016, Mr Behets exercised 1,000,000 Incentive Options. The Value of the Incentive Options exercised is
calculated using the closing price on that date ($0.66) less the exercise price ($0.45). These Incentive Options were
subscribed for by Mr Behets on terms no more favourable than those to other unrelated parties.
1,000,000 Incentive Options exercisable at $0.41 expired on 21 September 2015.
750,000 Incentive Options exercisable at $0.475 expired on 22 December 2015.
Employment Contracts with Directors and KMP
Current Directors
Mr Ian Middlemas, Non-Executive Chairman, has a letter of appointment dated 29 June 2015 confirming the
terms and conditions of his appointment. Effective from 1 July 2013, Mr Middlemas has received a fee of $50,000
per annum inclusive of superannuation.
Mr Paul Atherley, Managing Director, is engaged under a consultancy deed with North Asia Metals Ltd (‘NAML’)
dated 16 June 2015. The agreement specifies the duties and obligations to be fulfilled by Mr Atherley as
Managing Director. There is 12 month rolling term and either party may terminate with three months written
notice. No amount is payable in the event of termination for material breach of contract, gross misconduct or
neglect. Effective 1 July 2016, NAML will receive an annual consultancy fee of £275,000 and will be eligible for an
annual bonus of up to £250,000 to be paid upon successful completion of key performance indicators as
determined by the Board of Directors. In addition, NAML will be entitled to receive a payment equivalent to the
annual consultancy fee in the event of a change in control clause being triggered by the Company.
Dr James Ross, Non-Executive Director, has a letter of appointment with Berkeley Energia Limited that was last
updated on 29 June 2015. Effective from 1 July 2015, Dr Ross has received a fee of $30,000 per annum inclusive
of superannuation.
Mr Robert Behets, Non-Executive Director, has a letter of appointment dated 29 June 2015 confirming the terms
and conditions of his appointment. Effective 1 July 2015, Mr Behets has received a fee of $30,000 per annum
inclusive of superannuation. Mr Behets also 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.
18
BERKELEY ENERGIA LIMITED
ANNUAL REPORT 2016
19
DIRECTORS’ REPORT
30 JUNE 2016
(Continued)
REMUNERATION REPORT (AUDITED) (Continued)
Current other KMP
Mr Francisco Bellón del Rosal, has a contract of employment dated 14 April 2011 and amended on 1 July 2011
and 13 January 2015. 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. In addition to the notice period, Mr Bellón will also be
entitled to receive an amount equivalent to statutory unemployment benefits (approximately €25,000) and
statutory severance benefits (equivalent to 45 days remuneration per year worked from 9 May 2011 to 11
February 2012, and 33 days remuneration per year worked from 12 February 2012 until termination). 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.
Mr Javier Colilla Peletero, has a contract of employment dated 1 July 2010 and amended on 12 December 2011
and 13 January 2015. 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 6 months notice, or 12
months in the event of a change of control of the Company or if the position becomes redundant. In addition to the
notice period, Mr Colilla will also be entitled to receive an amount equivalent to statutory unemployment benefits
(approximately €25,000) and statutory severance benefits (equivalent to 45 days remuneration per year worked
from 1 July 2010 to 11 February 2012, and 33 days remuneration per year worked from 12 February 2012 until
termination). 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.
Mr Hugo Schumann, Corporate Manager, is engaged under a consultancy deed with Meadowbrook Enterprises
Limited (‘Meadowbrook’) which was updated on 15 May 2016. The agreement specifies the duties and obligations
to be fulfilled by Mr Schumann as Corporate Manager. The Company may terminate the agreement with three
months written notice. No amount is payable in the event of termination for material breach of contract, gross
misconduct or neglect. Meadowbrook will receive an annual consultancy fee of £150,000 and will be eligible for
an annual bonus of up to £50,000 to be paid upon successful completion of key performance indicators as
determined by the Managing Director and Board of Directors.
Mr Dylan Browne, Company Secretary and Chief Financial Officer has a letter of appointment dated 29 October
2015 confirming the terms and conditions of his appointment. Mr Browne’s appointment letter is terminable
pursuant to the Company’s Constitution. Mr Browne receives a fee of £5,500 per annum pursuant to this
appointment letter. In addition Candyl Limited (‘Candyl’), a company of which Mr Browne is a director and
shareholder, has a consultancy agreement with the Company, which specifies the duties and obligations to be
fulfilled by Mr Browne as the Company Secretary and Chief Financial Officer. Either party may terminate the
agreement with three months written notice. No amount is payable in the event of termination for material breach
of contract, gross misconduct or neglect. Candyl will receive an annual consultancy fee of £60,500.
20
BERKELEY ENERGIA LIMITED
DIRECTORS’ REPORT
30 JUNE 2016
(Continued)
REMUNERATION REPORT (AUDITED) (Continued)
Current other KMP
Mr Francisco Bellón del Rosal, has a contract of employment dated 14 April 2011 and amended on 1 July 2011
and 13 January 2015. 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. In addition to the notice period, Mr Bellón will also be
entitled to receive an amount equivalent to statutory unemployment benefits (approximately €25,000) and
statutory severance benefits (equivalent to 45 days remuneration per year worked from 9 May 2011 to 11
February 2012, and 33 days remuneration per year worked from 12 February 2012 until termination). 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.
Mr Javier Colilla Peletero, has a contract of employment dated 1 July 2010 and amended on 12 December 2011
and 13 January 2015. 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 6 months notice, or 12
months in the event of a change of control of the Company or if the position becomes redundant. In addition to the
notice period, Mr Colilla will also be entitled to receive an amount equivalent to statutory unemployment benefits
(approximately €25,000) and statutory severance benefits (equivalent to 45 days remuneration per year worked
from 1 July 2010 to 11 February 2012, and 33 days remuneration per year worked from 12 February 2012 until
termination). 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.
Mr Hugo Schumann, Corporate Manager, is engaged under a consultancy deed with Meadowbrook Enterprises
Limited (‘Meadowbrook’) which was updated on 15 May 2016. The agreement specifies the duties and obligations
to be fulfilled by Mr Schumann as Corporate Manager. The Company may terminate the agreement with three
months written notice. No amount is payable in the event of termination for material breach of contract, gross
misconduct or neglect. Meadowbrook will receive an annual consultancy fee of £150,000 and will be eligible for
an annual bonus of up to £50,000 to be paid upon successful completion of key performance indicators as
determined by the Managing Director and Board of Directors.
Mr Dylan Browne, Company Secretary and Chief Financial Officer has a letter of appointment dated 29 October
2015 confirming the terms and conditions of his appointment. Mr Browne’s appointment letter is terminable
pursuant to the Company’s Constitution. Mr Browne receives a fee of £5,500 per annum pursuant to this
appointment letter. In addition Candyl Limited (‘Candyl’), a company of which Mr Browne is a director and
shareholder, has a consultancy agreement with the Company, which specifies the duties and obligations to be
fulfilled by Mr Browne as the Company Secretary and Chief Financial Officer. Either party may terminate the
agreement with three months written notice. No amount is payable in the event of termination for material breach
of contract, gross misconduct or neglect. Candyl will receive an annual consultancy fee of £60,500.
Equity instruments held by Key Management Personnel
Incentive Options and Performance Right holdings of Key Management Personnel
Held at
1 July 2015
Granted
as
Compen-
sation
Options
Exercised/
Rights
Converted
Net Other
Changes
Held at
30 June
2016
Vested and
exercise-
able at 30
June 2016
4,000,000
-
(4,000,000)
4,000,000(1)
2,500,000
200,000
-
-
-
1,480,000
250,000
(1,150,000)
-
-
-
-
-
-
6,500,000
4,000,000
200,000
580,000
-
-
2016
Directors
Ian Middlemas
Paul Atherley
James Ross
Robert Behets
Other KMP
Francisco Bellón del Rosal
2,950,000
1,400,000
(200,000)
(1,000,000)(2)
3,150,000
1,500,000
Javier Colilla Peletero
2,700,000
1,400,000
(200,000)
(750,000)(2)
3,150,000
1,500,000
Hugo Schumann(3)
310,000(3)
1,340,000
Dylan Browne
Clint McGhie
-(4)
460,000
360,000
200,000
-
-
-
-
-
-
1,650,000
200,000
460,000
560,000(5)
-
-
Notes
(1)
(2)
(3)
(4)
(5)
(6)
Mr Atherley was appointed a Director with effect from 1 July 2015. In accordance with the terms of the consultancy
deed with NAML under which Mr Atherley is engaged, NAML was granted 4,000,000 Incentive Options on 16 June
2015 which vested on commencement.
Expiry of Incentive Options.
As at appointment date being 1 July 2015.
As at appointment date being 29 October 2015.
As at resignation date being 29 October 2015.
On 31 July 2015, Shareholders approved to vary the terms of 2,776,000 existing Performance Rights on issue by
extending the milestone and expiry dates by 24 months.
Shareholdings of Key Management Personnel
2016
Directors
Ian Middlemas
Paul Atherley
James Ross
Robert Behets
Other KMP
Francisco Bellón del Rosal
Javier Colilla Peletero
Hugo Schumann
Dylan Browne
Held at
1 July 2015
Granted as
Compen-
sation
Options
exercised /
Rights
converted
Net Other
Changes
Held at
30 June 2016
5,300,000
854,000(1)
415,000
1,240,000
203,200
450,000
-(1)
-(2)
-
-
-
-
-
-
-
-
4,000,000
-
-
1,150,000
200,000
200,000
-
-
-
-
-
-
-
-
-
-
9,300,000
854,000
415,000
2,390,000
403,200
650,000
-
-
Notes
(1)
(2)
As at appointment date being 1 July 2015.
As at appointment date being 29 October 2015.
End of Remuneration Report.
20
BERKELEY ENERGIA LIMITED
ANNUAL REPORT 2016
21
DIRECTORS’ REPORT
30 JUNE 2016
(Continued)
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. Under the terms and conditions of the insurance contract, the nature of liabilities insured against
cannot be disclosed.
To the extent permitted by law, the Company has agreed to indemnify its auditors, Ernst & Young, as part of the
terms of its audit engagement agreement against claims by third parties arising from the audit (for an unspecified
amount). No payment has been made to indemnify Ernst & Young during or since the financial year.
NON-AUDIT SERVICES
During the year, the Company’s auditor, Ernst & Young, received, or is due to receive, $72,898 (2015: nil) for the
provision of non-audit services. The Directors are satisfied that the provision of non-audit services is compatible
with the general standard and independence for auditors imposed by the Corporations Act.
AUDITOR'S INDEPENDENCE DECLARATION
The auditor's independence declaration is on page 62 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
PAUL ATHERLEY
Managing Director
23 September 2016
22
BERKELEY ENERGIA LIMITED
DIRECTORS’ REPORT
30 JUNE 2016
(Continued)
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. Under the terms and conditions of the insurance contract, the nature of liabilities insured against
cannot be disclosed.
To the extent permitted by law, the Company has agreed to indemnify its auditors, Ernst & Young, as part of the
terms of its audit engagement agreement against claims by third parties arising from the audit (for an unspecified
amount). No payment has been made to indemnify Ernst & Young during or since the financial year.
NON-AUDIT SERVICES
During the year, the Company’s auditor, Ernst & Young, received, or is due to receive, $72,898 (2015: nil) for the
provision of non-audit services. The Directors are satisfied that the provision of non-audit services is compatible
with the general standard and independence for auditors imposed by the Corporations Act.
AUDITOR'S INDEPENDENCE DECLARATION
The auditor's independence declaration is on page 62 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
PAUL ATHERLEY
Managing Director
23 September 2016
Competent Persons Statement
The information in this report that relates to the Definitive Feasibility Study, Mineral Resources for Zona 7, Ore Reserve
Estimates, Mining, Uranium Preparation, Infrastructure, Production Targets and Cost Estimation is extracted from the
announcement entitled ‘Study confirms the Salamanca project as one of the world’s lowest cost uranium producers’
dated 14 July 2016, which is available to view on Berkeley’s website at www.berkeleyenergia.com.
Berkeley confirms that: a) it is not aware of any new information or data that materially affects the information included in
the original announcement; b) all material assumptions and technical parameters underpinning the Mineral Resources,
Ore Reserve Estimate, Production Target, and related forecast financial information derived from the Production Target
included in the original announcement continue to apply and have not materially changed; and c) the form and context in
which the relevant Competent Persons’ findings are presented in this report have not been materially modified from the
original announcements.
The information in the original announcement that relates to the Definitive Feasibility Study is based on, and fairly
represents, information compiled or reviewed by Mr. Jeffrey Peter Stevens, a Competent Person who is a Member of The
Southern African Institute of Mining & Metallurgy, a ‘Recognised Professional Organisation’ (‘RPO’) included in a list
posted on the ASX website from time to time. Mr. Stevens is employed by MDM Engineering (part of the Amec Foster
Wheeler Group). Mr. Stevens has sufficient experience that is relevant to the style of mineralization and type of deposit
under consideration and to the activity being undertaken 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 information in the original announcement that relates to the Ore Reserve Estimates, Mining, Uranium Preparation,
Infrastructure, Production Targets and Cost Estimation is based on, and fairly represents, information compiled or
reviewed by Mr. Andrew David Pooley, a Competent Person who is a Member of The Southern African Institute of Mining
and Metallurgy‘, RPO included in a list posted on the ASX website from time to time. Mr. Pooley is employed by Bara
Consulting (Pty) Ltd. Mr. Pooley has sufficient experience that is relevant to the style of mineralization and type of deposit
under consideration and to the activity being undertaken 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 information in the original announcement that relates to the Mineral Resources for Zona 7 is based on, and fairly
represents, information compiled or reviewed by Mr Malcolm Titley, a Competent Person who is a Member of The
Australasian Institute of Mining and Metallurgy. Mr Titley is employed by Maja Mining Limited, an independent consulting
company. Mr Titley 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 information in this announcement that relates to the Mineral Resources for Retortillo is extracted from the
announcement entitled ‘Increase in Retortillo grade expected to boost economics’ dated 7 January 2015 which is
available to view on Berkeley’s website at www.berkeleyenergia.com. The information in the original announcement is
based on, and fairly represents, information compiled by Mr Malcolm Titley, a Competent Person who is a Member of
The Australasian Institute of Mining and Metallurgy. Mr Titley is employed by Maja Mining Limited, an independent
consulting company. Mr Titley 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 and, in the case of estimates of Mineral Resources that all material assumptions and
technical parameters underpinning the estimates in the relevant market announcement continue to apply and have not
materially changed. 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 the Mineral Resources for Alameda (refer ASX announcement dated
31 July 2012) is based on information compiled by Mr Craig Gwatkin, who is a Member of The Australasian Institute of
Mining and Metallurgy and was an employee of Berkeley Energy Limited at the time of initial disclosure. 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 announcement 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.
Forward Looking Statement
Statements regarding plans with respect to Berkeley’s mineral properties are forward-looking statements. There can be
no assurance that Berkeley’s plans for development of its mineral properties will proceed as currently expected. There
can also be no assurance that Berkeley 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 Berkeley’s mineral
properties.
22
BERKELEY ENERGIA LIMITED
ANNUAL REPORT 2016
23
CONSOLIDATED STATEMENT OF PROFIT OR
LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2016
CONTINUING OPERATIONS
Revenue and other income
Corporate and administration expenses
Exploration and evaluation expenses
Business Development expenses
Share-based payment expenses
Loss before income tax
Income tax benefit/ (expense)
Loss after income tax
Note
2
16(a)
4
2016
$
2015
$
248,868
(1,348,966)
(9,213,493)
(1,614,099)
(1,713,364)
588,829
(894,444)
(6,677,550)
(15,965)
(866,475)
(13,641,054)
(7,865,605)
-
-
(13,641,054)
(7,865,605)
Other comprehensive income, net of income tax:
Items that may be classified subsequently to profit or loss:
Exchange differences arising on translation of foreign
operations
Other comprehensive income/(loss), net of income tax
Total comprehensive loss for the year attributable to
Members of Berkeley Energia Limited
125,016
125,016
(44,343)
(44,343)
(13,516,038)
(7,909,948)
Basic and diluted loss per share from continuing
operations (cents per share)
19
(7.47)
(4.36)
The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in
conjunction with the accompanying notes.
24
BERKELEY ENERGIA LIMITED
CONSOLIDATED STATEMENT OF PROFIT OR
LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2016
CONSOLIDATED STATEMENT OF
FINANCIAL POSITION
AS AT 30 JUNE 2016
CONTINUING OPERATIONS
Revenue and other income
Corporate and administration expenses
Exploration and evaluation expenses
Business Development expenses
Loss before income tax
Income tax benefit/ (expense)
Loss after income tax
Share-based payment expenses
16(a)
Note
2016
$
2015
$
2
4
248,868
(1,348,966)
(9,213,493)
(1,614,099)
(1,713,364)
588,829
(894,444)
(6,677,550)
(15,965)
(866,475)
(13,641,054)
(7,865,605)
-
-
(13,641,054)
(7,865,605)
Other comprehensive income, net of income tax:
Items that may be classified subsequently to profit or loss:
Exchange differences arising on translation of foreign
operations
Other comprehensive income/(loss), net of income tax
Total comprehensive loss for the year attributable to
Members of Berkeley Energia Limited
125,016
125,016
(44,343)
(44,343)
(13,516,038)
(7,909,948)
Basic and diluted loss per share from continuing
operations (cents per share)
19
(7.47)
(4.36)
The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in
conjunction with the accompanying notes.
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
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
20(b)
5
6
7
8
9
10
11
12
2016
$
2015
$
11,348,057
7,301,108
18,649,165
7,788,515
1,852,230
120,637
9,761,382
13,398,617
479,485
13,878,102
14,257,110
1,661,785
65,113
15,984,008
28,410,547
29,862,110
2,081,914
26,656
2,108,570
1,033,297
290,278
1,323,575
2,108,570
1,323,575
26,301,977
28,538,535
129,514,703
428,677
(103,641,403)
119,358,591
(358,207)
(90,461,849)
26,301,977
28,538,535
The above Statement of Financial Position should be read in conjunction with the accompanying Notes
24
BERKELEY ENERGIA LIMITED
ANNUAL REPORT 2016
25
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2016
Cash flows from operating activities
Payments to suppliers and employees
Interest received
Rebates received
Note
2016
$
2015
$
(11,578,946)
(7,475,512)
289,672
11,802
596,944
58,592
Net cash outflow from operating activities
20(a)
(11,277,472)
(6,819,976)
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
Proceeds from issue of securities
Transaction costs from issue of securities
Net cash inflow from financing activities
(12,050)
(334,629)
(346,679)
(4,575)
(59,685)
(64,260)
9,594,812
(20,131)
9,574,681
-
-
-
Net decrease in cash and cash equivalents held
(2,049,470)
(6,884,236)
Cash and cash equivalents at the beginning of the financial year
13,398,617
20,245,401
Effects of exchange rate changes on cash and cash equivalents
(1,090)
37,452
Cash and cash equivalents at the end of the financial year
20(b)
11,348,057
13,398,617
The above Statement of Cash Flows should be read in conjunction with the accompanying Notes
26
BERKELEY ENERGIA LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2016
CONSOLIDATED STATEMENT OF
CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2016
Net cash outflow from operating activities
20(a)
(11,277,472)
(6,819,976)
Cash flows from operating activities
Payments to suppliers and employees
Interest received
Rebates received
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
Proceeds from issue of securities
Transaction costs from issue of securities
Net cash inflow from financing activities
Note
2016
$
2015
$
(11,578,946)
(7,475,512)
289,672
11,802
596,944
58,592
(12,050)
(334,629)
(346,679)
(4,575)
(59,685)
(64,260)
9,594,812
(20,131)
9,574,681
-
-
-
Net decrease in cash and cash equivalents held
(2,049,470)
(6,884,236)
Cash and cash equivalents at the beginning of the financial year
13,398,617
20,245,401
Effects of exchange rate changes on cash and cash equivalents
(1,090)
37,452
Cash and cash equivalents at the end of the financial year
20(b)
11,348,057
13,398,617
The above Statement of Cash Flows should be read in conjunction with the accompanying Notes
Issued Capital Share Based
Payments
Reserve
$
$
Foreign
Currency
Translation
Reserve
$
Accumulated
Losses
Total Equity
$
$
As at 1 July 2015
119,358,591
2,106,668
(2,464,875)
(90,461,849)
28,538,535
Total comprehensive loss for the
period:
Net loss for the year
Other Comprehensive Income:
Exchange differences arising on
translation of foreign operations
Total comprehensive
income/(loss)
Transactions with owners, recorded
directly in equity:
Issue of ordinary shares
Exercise of incentive options
Share issue costs
Expiry of incentive options
Transfer from share-based
payments reserve
Share-based payments
-
-
-
6,936,308
2,712,500
(28,696)
-
-
-
-
-
-
-
(461,500)
536,000
(536,000)
-
1,659,368
-
(13,641,054)
(13,641,054)
125,016
-
125,016
125,016
(13,641,054)
(13,516,038)
-
-
-
-
-
-
-
-
-
6,936,308
2,712,500
(28,696)
461,500
-
-
-
-
1,659,368
As at 30 June 2016
129,514,703
2,768,536
(2,339,859)
(103,641,403)
26,301,977
As at 1 July 2014
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:
Cost of share based payments
119,358,591
1,240,193
(2,420,532)
(82,596,244)
35,582,008
-
-
-
-
-
-
-
-
(7,865,605)
(7,865,605)
(44,343)
-
(44,343)
(44,343)
(7,865,605)
(7,909,948)
866,475
-
-
866,475
As at 30 June 2015
119,358,591
2,106,668
(2,464,875)
(90,461,849)
28,538,535
The above Statement of Changes in Equity should be read in conjunction with the accompanying Notes
26
BERKELEY ENERGIA LIMITED
ANNUAL REPORT 2016
27
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The significant accounting policies adopted in preparing the financial report of Berkeley Energia Limited
(‘Berkeley’ or ‘Company’ or ‘Parent’) and its consolidated entities (‘Consolidated Entity’ or ‘Group’) for the year
ended 30 June 2016 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 2016 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 been prepared on a historical cost basis. The financial report is presented in Australian
dollars.
The consolidated financial statements have been prepared on a going concern basis which assumes the
continuity of normal business activity and the realisation of assets and the settlement of liabilities in the ordinary
course of business.
(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.
New and revised standards and amendments thereof and interpretations effective for the current reporting period
that are relevant to the Group include:
(i)
(ii)
AASB 1031, AASB 9 and AASB 2013-9 Amendments to Australian Accounting Standards – Conceptual
Framework, Materiality and Financial Instruments; and
AASB 1031 Materiality and AASB 2015-3 Amendments to Australian Accounting Standards arising from
the Withdrawal of AASB 1031 Materiality.
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. The Group has not early adopted
any other standard, interpretation or amendment that has been issued but is not yet effective.
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 2016. These are
outlined in the table below and overleaf, but these are not expected to have any significant impact on the Group's
financial statements.
28
BERKELEY ENERGIA LIMITED
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The significant accounting policies adopted in preparing the financial report of Berkeley Energia Limited
(‘Berkeley’ or ‘Company’ or ‘Parent’) and its consolidated entities (‘Consolidated Entity’ or ‘Group’) for the year
ended 30 June 2016 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 2016 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 been prepared on a historical cost basis. The financial report is presented in Australian
dollars.
The consolidated financial statements have been prepared on a going concern basis which assumes the
continuity of normal business activity and the realisation of assets and the settlement of liabilities in the ordinary
course of business.
(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.
New and revised standards and amendments thereof and interpretations effective for the current reporting period
that are relevant to the Group include:
(i)
AASB 1031, AASB 9 and AASB 2013-9 Amendments to Australian Accounting Standards – Conceptual
Framework, Materiality and Financial Instruments; and
(ii)
AASB 1031 Materiality and AASB 2015-3 Amendments to Australian Accounting Standards arising from
the Withdrawal of AASB 1031 Materiality.
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. The Group has not early adopted
any other standard, interpretation or amendment that has been issued but is not yet effective.
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 2016. These are
outlined in the table below and overleaf, but these are not expected to have any significant impact on the Group's
financial statements.
Title
Summary
AASB 9 Financial Instruments
AASB 15 Revenue
Contracts with Customers
from
AASB 16 Leases
AASB 9 is a new standard which replaces AASB 139
Financial Instruments: Recognition and Measurement.
AASB 9 incorporates a simplified model for classifying and
recognising
impairment
model, and a substantially-reformed approach to hedge
accounting.
instruments, a new
financial
AASB 15 is a new standard which replace AASB 118
(which covers contracts for goods and services) and AASB
111 (which covers construction contracts). AASB 15 is
based on the principle that revenue is recognised when
control of a good or service transfers to a customer – so
the notion of control replaces the existing notion of risks
and rewards.
AASB 16 is a new standard which replaces AASB 117
Leases. AASB 16 will primarily affect the accounting by
lessees and will result in the recognition of almost all
leases on the balance sheet. The standard removes the
current distinction between operating and financing leases
and requires recognition of an asset (the right to use the
leased item) and a financial liability to pay rentals for
almost all lease contracts.
Application
Date of
Standard
Application
Date for
Group
1 January
2018
1 July 2018
1 January
2018
1 July 2018
1 January
2019
1 July 2019
2015-1
Annual
AASB
Improvements
to Australian
Accounting Standards 2012–
2014 Cycle
Amendments to clarify minor points in various accounting
standards, including AASB 5 Non-Current Assets Held for
Sale and Discontinued Operations, AASB 7 Financial
Instruments: Disclosures, AASB 119 Employee Benefits
and AASB 134 Interim Financial Reporting.
1 January
2016
1 July 2016
AASB
Initiative: Amendments
AASB 101
2015-2 Disclosure
to
AASB 2016-1 Recognition of
Deferred Tax Assets
for
Unrealised Losses
AASB
Initiative: Amendments
AASB 107
2016-2 Disclosure
to
AASB 1057 Application of
Australian
Accounting
Standards (as amended by
AASB 2015-9 Scope and
Application Paragraphs)
AASB 2 Classification and
Measurement of Share-based
Payment Transactions
Amends AASB 101 Presentation of Financial Statements
to clarify a number of presentation issues and highlight
that preparers are permitted to tailor the format and
presentation of
their
circumstances and the needs of users.
financial statements
the
to
Amends AASB 112
the
requirements on recognition of deferred tax assets for
unrealised losses on debt instruments measured at fair
value.
Income Taxes
to clarify
Amends AASB 107 Statement of Cash Flows to introduce
additional disclosures
financial
statements to evaluate changes in liabilities arising from
financing activities, including both changes arising from
cash flows and non-cash changes.
that enable users of
This Standard effectively moves Australian specific
application paragraphs
into a
combined Standard. The Standard has no impact on the
application of individual standards.
from each Standard
transactions. The
This standard amends AASB 2 Share-based Payment,
clarifying how to account for certain types of share-based
payment
provide
requirements on the accounting for:
- The effects of vesting and non-vesting conditions on the
measurement of cash-settled share-based payments
- Share-based payment transactions with a net settlement
amendments
1 January
2016
1 July 2016
1 January
2017
1 July 2017
1 January
2017
1 July 2017
1 January
2016
1 July 2016
1 January
2018
1 July 2018
28
BERKELEY ENERGIA LIMITED
ANNUAL REPORT 2016
29
feature for withholding tax obligations
A modification to the terms and conditions of a share-
based payment that changes the classification of the
transaction from cash-settled to equity-settled
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016 (Continued)
1.
(c)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Principles of Consolidation
The consolidated financial statements incorporate the assets, liabilities and results of entities controlled by
Berkeley Energia 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.
(d)
Business Combinations
The purchase method of accounting is used to account for business combinations regardless of whether equity
instruments or other assets are acquired. The cost of a business combination is measured as the fair value of the
assets given, shares issued or liabilities incurred or assumed at the date of exchange and the amount of any non-
controlling interest in the acquiree. For each business combination, the acquirer measures the non-controlling
interest in the acquiree either at fair value or at the proportionate share of the acquiree's identifiable net assets.
Acquisition-related costs are expensed as incurred.
Where equity instruments are issued in a business combination, the fair value of the instruments is their published
market price as at the date of exchange unless, in rare circumstances, it can be demonstrated that the published
price at the date of exchange is an unreliable indicator of fair value and that other evidence and valuation
methods provide a more reliable measure of fair value.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are
measured initially at their fair values at the acquisition date, irrespective of the extent of any non-controlling
interest. The excess of the cost of the business combination over the fair value of the Group’s share of the
identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the
net assets acquired, the difference is recognised directly in the income statement, but only after a reassessment
of the identification and measurement of the net assets acquired.
If the business combination is achieved in stages, the acquisition date fair value of the acquirer's previously held
equity interest in the acquiree is remeasured at fair value as at the acquisition date through profit or loss.
Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted
to their present value as at the date of exchange. The discount rate used is the entity’s incremental borrowing
rate, being the rate at which a similar borrowing could be obtained from an independent financier under
comparable terms and conditions.
30
BERKELEY ENERGIA LIMITED
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016 (Continued)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
1.
(c)
Principles of Consolidation
The consolidated financial statements incorporate the assets, liabilities and results of entities controlled by
Berkeley Energia 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.
(d)
Business Combinations
The purchase method of accounting is used to account for business combinations regardless of whether equity
instruments or other assets are acquired. The cost of a business combination is measured as the fair value of the
assets given, shares issued or liabilities incurred or assumed at the date of exchange and the amount of any non-
controlling interest in the acquiree. For each business combination, the acquirer measures the non-controlling
interest in the acquiree either at fair value or at the proportionate share of the acquiree's identifiable net assets.
Acquisition-related costs are expensed as incurred.
Where equity instruments are issued in a business combination, the fair value of the instruments is their published
market price as at the date of exchange unless, in rare circumstances, it can be demonstrated that the published
price at the date of exchange is an unreliable indicator of fair value and that other evidence and valuation
methods provide a more reliable measure of fair value.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are
measured initially at their fair values at the acquisition date, irrespective of the extent of any non-controlling
interest. The excess of the cost of the business combination over the fair value of the Group’s share of the
identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the
net assets acquired, the difference is recognised directly in the income statement, but only after a reassessment
of the identification and measurement of the net assets acquired.
If the business combination is achieved in stages, the acquisition date fair value of the acquirer's previously held
equity interest in the acquiree is remeasured at fair value as at the acquisition date through profit or loss.
Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted
to their present value as at the date of exchange. The discount rate used is the entity’s incremental borrowing
rate, being the rate at which a similar borrowing could be obtained from an independent financier under
comparable terms and conditions.
(e)
Operating Segments
The Consolidated Entity adopted AASB 8 Operating Segments with effect from 1 July 2009. AASB 8 requires
operating segments to be identified on the basis of internal reports about components of the Consolidated Entity
that are regularly reviewed by the chief operating decision maker in order to allocate resources to the segment
and to assess its performance.
The Consolidated Entity operates in one operating segment and one geographical segment, being uranium
exploration in Spain. This is the basis on which internal reports are provided to the Directors for assessing
performance and determining the allocation of resources within the Consolidated Entity.
The Consolidated Entity’s corporate headquarters in Australia have previously been reported in the Australian
geographical segment, however, the corporate and administrative functions based in Australia are considered
incidental to the Consolidated Entity’s uranium exploration activities in Spain.
(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.
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:
30
BERKELEY ENERGIA LIMITED
ANNUAL REPORT 2016
31
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016 (Continued)
1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
(f)
Significant Accounting Judgements, Estimates and Assumptions (Continued)
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 of options is determined by an external valuer using a
binomial model or Black-Scholes model. The fair value of performance rights are estimated using the seven day
volume weighted average share price prior to grant date.
(g)
Revenue Recognition
Revenue is recognised to the extent that it is probable that economic benefits will flow to the Group and the
revenue can be reliably measured. Revenue is measured at the fair value of the consideration received or
receivable. The following specific recognition criteria must also be met before revenue is recognised:
(i)
Sale of Goods
Revenue is recognised when the significant risks and rewards of ownership of the goods have passed to the
buyer and can be measured reliably. Risks and rewards are considered passed to the buyer at the time of
delivery of the goods to the customer.
(ii)
Interest
Interest revenue is recognised as the interest accrues (using the effective interest method, which is the rate that
exactly discounts estimated future cash receipts through the expected life of the financial instrument) to the net
carrying value amount of the financial asset.
(h)
Foreign Currency Translation
Both the functional and presentation currency of Berkeley at 30 June 2016 was Australian Dollars.
The following table sets out the functional currency of the subsidiaries (unless dormant) of the Group:
Company Name
Functional Currency
Berkeley Exploration Limited
Berkeley Minera Espana, S.A.
Geothermal Energy Sources, S.L.
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.
32
BERKELEY ENERGIA LIMITED
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016 (Continued)
1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
(f)
Significant Accounting Judgements, Estimates and Assumptions (Continued)
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 of options is determined by an external valuer using a
binomial model or Black-Scholes model. The fair value of performance rights are estimated using the seven day
volume weighted average share price prior to grant date.
(g)
Revenue Recognition
Revenue is recognised to the extent that it is probable that economic benefits will flow to the Group and the
revenue can be reliably measured. Revenue is measured at the fair value of the consideration received or
receivable. The following specific recognition criteria must also be met before revenue is recognised:
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
(i)
Sale of Goods
delivery of the goods to the customer.
(ii)
Interest
carrying value amount of the financial asset.
(h)
Foreign Currency Translation
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
Both the functional and presentation currency of Berkeley at 30 June 2016 was Australian Dollars.
The following table sets out the functional currency of the subsidiaries (unless dormant) of the Group:
Company Name
Functional Currency
Berkeley Exploration Limited
Berkeley Minera Espana, S.A.
Geothermal Energy Sources, S.L.
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 Energia 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.
(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 Energia 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.
32
BERKELEY ENERGIA LIMITED
ANNUAL REPORT 2016
33
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016 (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 is based on quoted market prices at the balance
sheet date.
The fair value of financial instruments that are not traded in an active market 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.
(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.
34
BERKELEY ENERGIA LIMITED
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016 (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
disclosure purposes.
sheet date.
The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for
The fair value of financial instruments traded in active markets is based on quoted market prices at the balance
The fair value of financial instruments that are not traded in an active market 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.
(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.
Available-for-sale financial assets
(iv)
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.
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.
34
BERKELEY ENERGIA LIMITED
ANNUAL REPORT 2016
35
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016 (Continued)
1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
(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.
(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.
36
BERKELEY ENERGIA LIMITED
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016 (Continued)
1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
(o)
Property, Plant and Equipment
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.
(r)
Issued Capital
net of tax, from the proceeds.
(s)
Dividends
balance date.
(t)
Earnings per Share (EPS)
Provision is made for the amount of any dividend declared on or before the end of the year but not distributed at
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.
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.
(u)
Exploration and Evaluation Expenditure
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.
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.
(v)
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.
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,
(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).
36
BERKELEY ENERGIA LIMITED
ANNUAL REPORT 2016
37
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016 (Continued)
1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
(w)
Share Based Payments (Continued)
(i)
Equity settled transactions (Continued):
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.
(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.
38
BERKELEY ENERGIA LIMITED
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016 (Continued)
1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
(w)
Share Based Payments (Continued)
(i)
Equity settled transactions (Continued):
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.
(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
Revenue – Interest Income
R&D Rebate received
3.
EXPENSES AND LOSSES
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 16(a))
Total Employee Benefits Expense
2016
$
2015
$
237,065
11,803
248,868
530,237
58,592
588,829
144,184
147,914
3,263,431
498,761
1,659,368
5,421,560
1,916,190
491,518
866,475
3,274,183
38
BERKELEY ENERGIA LIMITED
ANNUAL REPORT 2016
39
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016 (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 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
2016
$
2015
$
-
(170,489)
56,811
(3,402,109)
3,572,598
(2,089,612)
2,032,801
-
-
-
-
-
-
-
-
-
-
-
-
(c)
Reconciliation Between Tax Expense and
Accounting Loss Before Income Tax
Accounting loss before income tax
(13,641,054)
(7,865,605)
At the domestic income tax rate of 30% (2015: 30%)
(4,092,316)
(2,359,682)
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 brought to account
Income tax (benefit)/ expense reported in the income
statement
693,421
(3,541)
291,528
(17,578)
327
(3,880)
(170,489)
3,572,598
56,811
2,032,801
-
-
40
BERKELEY ENERGIA LIMITED
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016 (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 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
(170,489)
56,811
(3,402,109)
3,572,598
(2,089,612)
2,032,801
-
-
-
-
-
-
-
-
-
-
-
-
-
(c)
Reconciliation Between Tax Expense and
Accounting Loss Before Income Tax
Accounting loss before income tax
(13,641,054)
(7,865,605)
At the domestic income tax rate of 30% (2015: 30%)
(4,092,316)
(2,359,682)
Expenditure not allowable for income tax purposes
Income not assessable for income tax purposes
Foreign currency exchange gains and other translation
adjustments
years
statement
Adjustments in respect of current income tax of previous
Temporary differences not brought to account
Income tax (benefit)/ expense reported in the income
693,421
(3,541)
291,528
(17,578)
327
(3,880)
(170,489)
3,572,598
56,811
2,032,801
-
-
2016
$
2015
$
2016
$
2015
$
4.
INCOME TAX EXPENSE (Continued)
(d)
Deferred Income Tax
Deferred income tax 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
5,138
(5,138)
-
101,748
7,482,890
9,062,012
(5,138)
20,919
(20,919)
-
12,960
5,926,732
7,061,353
(20,919)
Deferred tax assets not brought to account
(16,641,512)
(12,980,126)
-
-
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 Energia Limited is the only Australian company in the Group, tax consolidations are not applicable.
40
BERKELEY ENERGIA LIMITED
ANNUAL REPORT 2016
41
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016 (Continued)
Notes
2016
$
2015
$
5.
CURRENT ASSETS – TRADE AND OTHER
RECEIVABLES
GST and other taxes receivable
Interest receivable
Advanced royalty sale receivable
6
Other
All trade and other receivables are current and no amounts are
impaired
6.
NON-CURRENT ASSETS –
EXPLORATION EXPENDITURE
The group has mineral exploration costs carried forward
in respect of areas of interest(1):
Areas in exploration at cost:
Balance at the beginning of year
Net (disposals)/ additions
Deduction from advanced royalty sale receivable(2)
5
Foreign exchange differences
Balance at end of year
Notes:
416,969
17,125
6,739,550
127,464
7,301,108
334,968
69,731
-
74,786
479,485
14,257,110
14,268,990
12,484
(14,305)
(6,739,550)
258,471
-
2,425
7,788,515
14,257,110
(1) 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.
(2) During the year, the Company completed an upfront royalty sale to major shareholder RCF. The royalty financing
comprised the sale of a 0.375% fully secured net smelter royalty over the project for US$5 million (A$6.7million). The
funds from the royalty were received subsequent to the end of the year.
42
BERKELEY ENERGIA LIMITED
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016 (Continued)
5.
CURRENT ASSETS – TRADE AND OTHER
RECEIVABLES
GST and other taxes receivable
Interest receivable
Advanced royalty sale receivable
6
Other
impaired
All trade and other receivables are current and no amounts are
6.
NON-CURRENT ASSETS –
EXPLORATION EXPENDITURE
The group has mineral exploration costs carried forward
in respect of areas of interest(1):
Areas in exploration at cost:
Balance at the beginning of year
Net (disposals)/ additions
Foreign exchange differences
Balance at end of year
Notes:
Deduction from advanced royalty sale receivable(2)
5
Notes
2016
$
2015
$
416,969
17,125
6,739,550
127,464
7,301,108
334,968
69,731
-
74,786
479,485
14,257,110
14,268,990
12,484
(14,305)
(6,739,550)
258,471
-
2,425
7,788,515
14,257,110
(1) 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.
(2) During the year, the Company completed an upfront royalty sale to major shareholder RCF. The royalty financing
comprised the sale of a 0.375% fully secured net smelter royalty over the project for US$5 million (A$6.7million). The
funds from the royalty were received subsequent to the end of the year.
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
2016
$
2015
$
230,605
79,301
(112,178)
(16,419)
7,829
327,477
56,547
(117,989)
(33,610)
(1,820)
189,138
230,605
816,333
(585,728)
230,605
1,123,504
(934,366)
189,138
864,023
(536,546)
327,477
816,333
(585,728)
230,605
1,431,180
1,457,774
225,375
(31,733)
38,270
3,138
(29,925)
193
1,663,092
1,431,180
1,513,975
(82,795)
1,431,180
1,779,413
(116,321)
1,663,092
1,510,372
(52,598)
1,457,774
1,513,975
(82,795)
1,431,180
42
BERKELEY ENERGIA LIMITED
ANNUAL REPORT 2016
43
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016 (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
2016
$
2015
$
1,661,785
304,676
(143,911)
(16,419)
46,099
1,785,251
59,685
(147,914)
(33,610)
(1,627)
At end of financial year, net of accumulated depreciation
and impairment
1,852,230
1,661,785
8.
NON-CURRENT ASSETS – OTHER
FINANCIAL ASSETS
Security bonds
120,637
65,113
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
1,751,792
330,122
2,081,914
997,297
36,000
1,033,297
Other Financial Liabilities
26,656
290,278
11.
ISSUED CAPITAL
(a)
Issued and Paid up Capital
198,323,023 (2015: 180,361,323) fully paid ordinary
shares
129,514,703
119,358,591
44
BERKELEY ENERGIA LIMITED
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016 (Continued)
7.
NON-CURRENT ASSETS – PROPERTY,
PLANT AND EQUIPMENT (Continued)
(c)
Reconciliation
At beginning of financial year, net of accumulated
depreciation and impairment
Depreciation charge for the year
Additions
Disposals
Foreign exchange differences
2016
$
2015
$
1,661,785
304,676
(143,911)
(16,419)
46,099
1,785,251
59,685
(147,914)
(33,610)
(1,627)
At end of financial year, net of accumulated depreciation
and impairment
1,852,230
1,661,785
8.
NON-CURRENT ASSETS – OTHER
FINANCIAL ASSETS
Security bonds
120,637
65,113
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
1,751,792
330,122
2,081,914
997,297
36,000
1,033,297
Other Financial Liabilities
26,656
290,278
11.
ISSUED CAPITAL
(a)
Issued and Paid up Capital
198,323,023 (2015: 180,361,323) fully paid ordinary
shares
(b)
Movements in Ordinary Share Capital During the Past Two Years:
Date
Details
1 Jul 14
Opening Balance
30 Jun 15
Closing Balance
1 Jul 15
Opening Balance
22 Dec 15
Issue of shares on exercise of $0.475 Incentive Options
23 Dec 15
Issue of shares on conversion of Performance Rights
23 Dec 15
Issue of shares to consultant as part of their annual fee
19 May 16
Placement
Number of
Shares
$
180,361,323
119,358,591
180,361,323
119,358,591
180,361,323
119,358,591
500,000
830,000
120,000
237,500
-
53,996
11,011,700
6,882,312
19 May 16
Issue of shares on exercise of $0.45 incentive options
500,000
225,000
17 Jun 16
Issue of shares on exercise of $0.45 incentive options
5,000,000
2,250,000
Jul 15 to Jun 16
Transfer from share-based payments reserve
Jul 15 to Jun 16 Share issue costs
30 Jun 16
Closing Balance
-
-
536,000
(28,696)
198,323,023
129,514,703
(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.
129,514,703
119,358,591
(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.
44
BERKELEY ENERGIA LIMITED
ANNUAL REPORT 2016
45
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016 (Continued)
11.
ISSUED CAPITAL (Continued)
(c)
Terms and conditions of Ordinary Shares (Continued)
(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.
(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
Share based payments reserve
Foreign currency translation reserve
(a)
Nature and Purpose of Reserves
Share based payments reserve
Note
2016
$
2015
$
12(b)
2,768,536
2,106,668
(2,339,859)
(2,464,875)
428,677
(358,207)
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.
46
BERKELEY ENERGIA LIMITED
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016 (Continued)
11.
ISSUED CAPITAL (Continued)
(c)
Terms and conditions of Ordinary Shares (Continued)
(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.
(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.
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.
(vii)
Listing Rules
12. RESERVES
Note
2016
$
2015
$
12(b)
2,768,536
2,106,668
(2,339,859)
(2,464,875)
428,677
(358,207)
Share based payments reserve
Foreign currency translation reserve
(a)
Nature and Purpose of Reserves
Share based payments reserve
Foreign currency translation reserve
The share based payments reserve records the fair value of share based payments made by the Company.
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.
(b) Movements in in Options and Performance Rights during the Past Two Years:
Date
Details
Number of
Incentive
Options
Number of
Performance
Rights
$
1 Jul 15
21 Sep 15
31 Jul 15
22 Dec 15
22 Dec 15
23 Dec 15
12 Feb 16
12 Feb 16
12 Feb 16
12 Feb 16
18 Mar 16
19 May 16
17 Jun 16
1 Jul 14
31 Dec 14
19 Jun 14
19 Jun 14
Various
Opening Balance
15,450,000
2,776,000
2,106,668
Expiry of $0.41 Incentive Options
(1,000,000)
-
(203,000)
Grant of performance rights
-
4,804,000
-
Exercise of $0.475 Incentive Options
(500,000)
Expiry of $0.475 Incentive Options
(1,250,000)
-
-
(117,500)
(258,500)
(830,000)
(290,500)
Conversion of performance rights
Grant of performance rights
Grant of £0.25 Incentive Options
Grant of £0.30 Incentive Options
Grant of £0.40 Incentive Options
-
-
150,000
150,000
200,000
2,905,000
-
-
-
Grant of performance rights
-
900,000
Exercise of $0.45 Incentive Options
(500,000)
Exercise of $0.45 Incentive Options
(5,000,000)
-
-
-
-
-
-
-
-
(128,000)
-
1,659,368
Jul 15 to Jun 16
Share-based payments expense
-
30 Jun 16
Closing Balance
7,700,000
10,555,000
2,768,536
Date
Details
Number of
Incentive
Options
Number of
Performance
Rights
$
Opening Balance
8,250,000
4,194,000
1,240,193
Expiry of performance rights
-
(1,118,000)
(225,990)
Grant of £0.15 incentive options
Grant of £0.20 incentive options
Lapse of performance rights
Jul 14 to Jun 15
Share-based payments expense
3,600,000
3,600,000
-
-
-
-
-
-
(300,000)
(35,868)
-
1,128,333
30 Jun 15
Closing Balance
15,450,000
2,776,000
2,106,668
46
BERKELEY ENERGIA LIMITED
ANNUAL REPORT 2016
47
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016 (Continued)
13. PARENT ENTITY INFORMATION
Current assets
Total assets
Current liabilities
Total liabilities
Net Assets
Issued Capital
Reserves
Accumulated losses
Total equity
2016
$
10,796,723
25,898,486
1,312,020
1,312,020
24,586,465
2015
$
12,675,710
27,774,584
171,751
171,751
27,602,832
129,514,703
119,358,591
2,768,536
2,106,668
(107,696,774)
(93,862,427)
24,586,465
27,602,832
Profit/(Loss) of the parent entity
Total comprehensive Profit/(Loss) of the parent entity
(14,295,847)
(14,295,847)
318,239
318,239
The Parent Company had no guarantees, commitments or contingencies at 30 June 2016 other than as disclosed
elsewhere in this report.
14. 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
Berkeley Exploration Ltd
Berkeley Minera Espana, S.L.
Geothermal Energy Sources, S.L.
(b)
Ultimate Parent
Place of
Incorporation
UK
Spain
Spain
Equity Interest
2016
%
2015
%
100
100
100
100
100
100
Berkeley Energia 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 15.
(d)
Transactions with Related Parties in the Consolidated Group
Balances and transactions between the Company and its subsidiaries, which are related parties of the Company,
have been eliminated on consolidation and are not disclosed in this note.
48
BERKELEY ENERGIA LIMITED
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016 (Continued)
13. PARENT ENTITY INFORMATION
2016
$
10,796,723
25,898,486
1,312,020
1,312,020
24,586,465
2015
$
12,675,710
27,774,584
171,751
171,751
27,602,832
129,514,703
119,358,591
2,768,536
2,106,668
(107,696,774)
(93,862,427)
24,586,465
27,602,832
Current assets
Total assets
Current liabilities
Total liabilities
Net Assets
Issued Capital
Reserves
Accumulated losses
Total equity
(a)
Subsidiaries
in the following table:
Name of Controlled Entity
Berkeley Exploration Ltd
Berkeley Minera Espana, S.L.
Geothermal Energy Sources, S.L.
(b)
Ultimate Parent
Profit/(Loss) of the parent entity
Total comprehensive Profit/(Loss) of the parent entity
(14,295,847)
(14,295,847)
318,239
318,239
The Parent Company had no guarantees, commitments or contingencies at 30 June 2016 other than as disclosed
elsewhere in this report.
14. RELATED PARTY DISCLOSURES
The consolidated financial statements include the financial statements of the Company and the subsidiaries listed
Place of
Incorporation
UK
Spain
Spain
Equity Interest
2016
%
2015
%
100
100
100
100
100
100
Berkeley Energia 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 15.
(d)
Transactions with Related Parties in the Consolidated Group
Balances and transactions between the Company and its subsidiaries, which are related parties of the Company,
have been eliminated on consolidation and are not disclosed in this note.
15. KEY MANAGEMENT PERSONNEL
(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
Paul Atherley
James Ross
Robert Behets
Other KMP
Francisco Bellón del Rosal
Javier Colilla Peletero
Hugo Schumann
Dylan Browne
Clint McGhie
Chairman
Managing Director (appointed 1 July 2015)
Non-Executive Director
Non-Executive Director
General Manager Operations
Senior Vice President Corporate
Corporate Manager (appointed 1 July 2015)
Chief Financial Officer and Company Secretary (appointed 29 October 2015)
Chief Financial Officer and Company Secretary (resigned 29 October 2015)
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 2015 to 30 June 2016.
(b)
Key Management Personnel Compensation
Short-term benefits
Post-employment benefits
Share-based payments
16. SHARE-BASED PAYMENTS
(a)
Recognised Share-Based Payment Expense
Expense arising from equity-settled share-based payment
transactions
Consultancy service costs settled by equity-settled share-
based payment transactions
Total share-based payments recognised during the year
2016
$
2,055,105
48,843
1,353,107
3,457,055
2015
$
985,359
36,227
880,655
1,902,241
2016
$
2015
$
(1,659,368)
(866,475)
(53,996)
(1,713,364)
-
(866,475)
(b)
Summary of Incentive Options and Performance Rights Granted as Share-based Payments
The following Incentive Options were granted as share-based payments during the last two years:
Options
2016
Series
Series 1
Series 2
Series 3
Number
Grant Date
Issue Date
Expiry Date
Exercise
Price
Fair Value
$
150,000
8 Feb 16
12 Feb 16
30 Jun 18
150,000
8 Feb 16
12 Feb 16
30 Jun 18
200,000
8 Feb 16
12 Feb 16
30 Jun 18
£0.25
£0.30
£0.40
0.238
0.217
0.183
48
BERKELEY ENERGIA LIMITED
ANNUAL REPORT 2016
49
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016 (Continued)
16. SHARE-BASED PAYMENTS (Continued)
(b)
Summary of Incentive Options and Performance Rights Granted as Share-based Payments (Con’t)
Options
2015
Series
Series 1
Series 2
Series 3
Series 4
Number
Grant Date
Issue Date
Expiry Date
Exercise
Price
Fair Value
$
1,600,000
15 Jun 15
19 Jun 15
30 Jun 18
1,600,000
15 Jun 15
19 Jun 15
30 Jun 18
2,000,000
16 Jun 15
19 Jun 15
30 Jun 18
2,000,000
16 Jun 15
19 Jun 15
30 Jun 18
£0.15
£0.20
£0.15
£0.20
0.117
0.119
0.117
0.118
The following table illustrates the number and weighted average exercise prices (‘WAEP’) of Options issued as
share-based payments at the beginning and end of the financial year:
Options
Outstanding at beginning of year
2016
Number
10,450,000
Granted by the Company during the year
500,000
Exercised during the year
Expired during the year
(1,000,000)
(2,250,000)
2016
WAEP
$0.388
$0.668
$0.463
$0.446
2015
Number
3,250,000
7,200,000
-
-
2015
WAEP
$0.451
$0.359
-
-
Outstanding at end of year
7,700,000
$0.379
10,450,000
$0.388
The outstanding balance of Options as at 30 June 2016 is represented by:
•
•
•
•
•
3,600,000 unlisted options exercisable at £0.15 on or before 30 June 2018;
3,600,000 unlisted options exercisable at £0.20 on or before 30 June 2018;
150,000 unlisted options exercisable at £0.25 on or before 30 June 2018;
150,000 unlisted options exercisable at £0.30 on or before 30 June 2018; and
200,000 unlisted options exercisable at £0.40 on or before 30 June 2018.
The following Performance Rights were granted as share-based payments during the last two years:
50
BERKELEY ENERGIA LIMITED
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016 (Continued)
16. SHARE-BASED PAYMENTS (Continued)
Options
2015
Series
Series 1
Series 2
Series 3
Series 4
(b)
Summary of Incentive Options and Performance Rights Granted as Share-based Payments (Con’t)
Number
Grant Date
Issue Date
Expiry Date
Price
$
Exercise
Fair Value
0.117
0.119
0.117
0.118
2015
WAEP
$0.451
$0.359
-
-
1,600,000
15 Jun 15
19 Jun 15
30 Jun 18
1,600,000
15 Jun 15
19 Jun 15
30 Jun 18
2,000,000
16 Jun 15
19 Jun 15
30 Jun 18
2,000,000
16 Jun 15
19 Jun 15
30 Jun 18
£0.15
£0.20
£0.15
£0.20
The following table illustrates the number and weighted average exercise prices (‘WAEP’) of Options issued as
share-based payments at the beginning and end of the financial year:
Options
Outstanding at beginning of year
Exercised during the year
Expired during the year
Granted by the Company during the year
500,000
2016
Number
10,450,000
(1,000,000)
(2,250,000)
2016
WAEP
$0.388
$0.668
$0.463
$0.446
2015
Number
3,250,000
7,200,000
-
-
Outstanding at end of year
7,700,000
$0.379
10,450,000
$0.388
The outstanding balance of Options as at 30 June 2016 is represented by:
•
•
•
•
•
3,600,000 unlisted options exercisable at £0.15 on or before 30 June 2018;
3,600,000 unlisted options exercisable at £0.20 on or before 30 June 2018;
150,000 unlisted options exercisable at £0.25 on or before 30 June 2018;
150,000 unlisted options exercisable at £0.30 on or before 30 June 2018; and
200,000 unlisted options exercisable at £0.40 on or before 30 June 2018.
The following Performance Rights were granted as share-based payments during the last two years:
Rights
2016
Series
Series 1
Series 2
Series 3
Series 4
Series 5
Series 6
Series 7
Series 8
Series 9
Number
Grant Date
Issue Date
Expiry Date
Exercise
Price
Fair Value
$
830,000
31 Jul 15
31 Jul 15
31 Dec 16
1,480,000
31 Jul 15
31 Jul 15
30 Jun 17
1,012,000
31 Jul 15
31 Jul 15
31 Dec 18
1,482,000
31 Jul 15
31 Jul 15
31 Dec 19
665,000
8 Feb 16
12 Feb 16
30 Jun 17
945,000
8 Feb 16
12 Feb 16
31 Dec 18
1,295,000
8 Feb 16
12 Feb 16
31 Dec 19
200,000
18 Mar 16
18 Mar 16
30 Jun 17
300,000
18 Mar 16
18 Mar 16
31 Dec 18
-
-
-
-
-
-
-
-
-
-
0.350
0.350
0.350
0.350
0.470
0.470
0.470
0.480
0.480
0.480
Series 10
400,000
18 Mar 16
18 Mar 16
31 Dec 19
No Performance Rights were granted as share-based payments in the financial year ended 30 June 2015.
Options
Outstanding at beginning of year
2016
Number
2,776,000
Granted by the Company during the year
8,609,000
Expired during the year
Forfeited during the year
Converted during the year
Outstanding at end of year
-
-
(830,000)
10,555,000
2016
WAEP
-
-
-
-
-
-
2015
Number
4,194,000
-
(1,118,000)
(300,000)
-
2,776,000
2015
WAEP
-
-
-
-
-
-
The outstanding balance of Performance Rights as at 30 June 2016 is represented by:
•
•
•
2,345,000 Performance Rights expiring on 30 June 2017 (converted to shares on 29 July 2016);
3,585,000 Performance Rights expiring on 31 December 2018; and
4,625,000 Performance Rights expiring on 31 December 2019.
(c) Weighted Average Remaining Contractual Life
At 30 June 2016, the weighted average remaining contractual life for Options on issue that had been granted as
share-based payments was 2.00 years (2015: 2.56 years) and of Performance Rights issued as share-based
payments was 2.61 years (2015: 2.03 years).
(d)
Range of Exercise Prices
At 30 June 2016, the range of exercise prices for Options on issue that had been granted as share-based
payments was £0.15 to £0.40 (2015: $0.308 to $0.475). Performance Rights have no exercise price.
(e)
Weighted Average Fair Value
The weighted average fair value of Options granted as share-based payments during the year ended 30 June
2016 was $0.210 (2015: $0.149). The weighted average fair value of Performance Rights ranted as share-based
payments during the year ended 30 June 2016 was $0.404 (2015: $0.306).
50
BERKELEY ENERGIA LIMITED
ANNUAL REPORT 2016
51
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016 (Continued)
16. SHARE-BASED PAYMENTS (Continued)
(f)
Option and Performance Rights Pricing Model
The fair value of the equity-settled share Options and Performance Rights granted is estimated as at the date of
grant using the Binomial option valuation model taking into account the terms and conditions upon which the
Options and Performance Rights were granted.
The following table lists the inputs to the valuation model used for Options granted by the Group during the last
two years:
Options
2016 Inputs
Exercise price (£)
Exercise price (A$)
Grant date share price (A$)
Dividend yield (1)
Volatility (2)
Risk-free interest rate
Grant date
Expiry date
Expected life of option(3)
Fair value at grant date
Options
2015 Inputs
Exercise price (£)
Exercise price (A$)
Grant date share price (A$)
Dividend yield (1)
Volatility (2)
Risk-free interest rate
Grant date
Expiry date
Expected life of option(3)
Fair value at grant date
Notes:
Series 1
Series 2
0.25
0.51
0.47
-
90%
2%
8 Feb 16
30 Jun 18
2.39
0.238
0.30
0.61
0.47
-
90%
2%
8 Feb 16
30 Jun 18
2.39
0.217
Series 3
0.40
0.82
0.47
-
90%
2%
8 Feb 16
30 Jun 18
2.39
0.183
Series 1
Series 2
Series 3
Series 4
£0.15
$0.301
$0.255
-
75%
2.03%
15-Jun-15
30-Jun-18
3.04
$0.117
£0.20
$0.402
$0.255
-
75%
2.11%
15-Jun-15
30-Jun-19
4.04
$0.119
£0.15
$0.303
$0.255
-
75%
2.00%
16-Jun-15
30-Jun-18
3.04
$0.117
£0.20
$0.404
$0.255
-
75%
2.09%
16-Jun-15
30-Jun-19
4.04
$0.118
(1) The dividend yield reflects the assumption that the current dividend payout will remain unchanged.
(2) The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may not
necessarily be the actual outcome.
(3) The expected life of the options is based on the expiry date of the options as there is limited track record of the early
exercise of options.
Rights
2016 Inputs
Exercise price (A$)
Grant date share price (A$)
Dividend yield (1)
Volatility (2)
Risk-free interest rate
Grant date
Milestone date
Expiry date
Expected life of rights(3)
Fair value at grant date
Series 1
Series 2
Series 3
Series 4
Series 5
0.350
-
-
-
31 Jul 15
31 Dec 15
31 Dec 16
0.42
0.350
0.350
-
-
-
31 Jul 15
31 Dec 16
30 Jun 17
1.42
0.350
0.350
-
-
-
31 Jul 15
31 Dec 17
31 Dec 18
2.42
0.350
0.350
-
-
-
31 Jul 15
31 Dec 18
31 Dec 19
3.42
0.350
0.470
-
-
-
8 Feb 16
31 Dec 16
30 Jun 17
0.90
0.470
52
BERKELEY ENERGIA LIMITED
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016 (Continued)
16. SHARE-BASED PAYMENTS (Continued)
(f)
Option and Performance Rights Pricing Model
The fair value of the equity-settled share Options and Performance Rights 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 and Performance Rights were granted.
The following table lists the inputs to the valuation model used for Options granted by the Group during the last
Series 1
Series 2
Series 3
0.25
0.51
0.47
-
90%
2%
8 Feb 16
30 Jun 18
2.39
0.238
0.30
0.61
0.47
-
90%
2%
8 Feb 16
30 Jun 18
2.39
0.217
Series 1
Series 2
Series 3
Series 4
£0.15
$0.301
$0.255
-
75%
2.03%
15-Jun-15
30-Jun-18
3.04
$0.117
£0.20
$0.402
$0.255
-
75%
2.11%
15-Jun-15
30-Jun-19
4.04
$0.119
£0.15
$0.303
$0.255
-
75%
2.00%
16-Jun-15
30-Jun-18
3.04
$0.117
0.40
0.82
0.47
-
90%
2%
8 Feb 16
30 Jun 18
2.39
0.183
£0.20
$0.404
$0.255
-
75%
2.09%
16-Jun-15
30-Jun-19
4.04
$0.118
(1) The dividend yield reflects the assumption that the current dividend payout will remain unchanged.
(2) The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may not
necessarily be the actual outcome.
(3) The expected life of the options is based on the expiry date of the options as there is limited track record of the early
Series 1
Series 2
Series 3
Series 4
Series 5
Grant date share price (A$)
0.350
0.350
0.350
0.350
0.470
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
31 Jul 15
31 Dec 15
31 Dec 16
0.42
0.350
31 Jul 15
31 Dec 16
30 Jun 17
1.42
0.350
31 Jul 15
31 Dec 17
31 Dec 18
2.42
0.350
31 Jul 15
31 Dec 18
31 Dec 19
3.42
0.350
8 Feb 16
31 Dec 16
30 Jun 17
0.90
0.470
two years:
Options
2016 Inputs
Exercise price (£)
Exercise price (A$)
Grant date share price (A$)
Dividend yield (1)
Volatility (2)
Risk-free interest rate
Grant date
Expiry date
Expected life of option(3)
Fair value at grant date
Options
2015 Inputs
Exercise price (£)
Exercise price (A$)
Grant date share price (A$)
Dividend yield (1)
Volatility (2)
Risk-free interest rate
Grant date
Expiry date
Expected life of option(3)
Fair value at grant date
Notes:
exercise of options.
Rights
2016 Inputs
Exercise price (A$)
Dividend yield (1)
Volatility (2)
Risk-free interest rate
Grant date
Milestone date
Expiry date
Expected life of rights(3)
Fair value at grant date
Rights
2016 Inputs (Continued)
Exercise price (A$)
Grant date share price (A$)
Dividend yield (1)
Volatility (2)
Risk-free interest rate
Grant date
Milestone date
Expiry date
Expected life of rights(3)
Fair value at grant date
Notes:
Series 6
Series 7
Series 8
Series 9
Series 10
0.470
-
-
-
8 Feb 16
31 Dec 17
31 Dec 18
1.90
0.470
0.470
-
-
-
8 Feb 16
31 Dec 18
31 Dec 19
2.90
0.470
0.480
-
-
-
18 Mar 16
31 Dec 16
30 Jun 17
0.79
0.480
0.480
-
-
-
18 Mar 16
31 Dec 17
31 Dec 18
1.79
0.480
0.480
-
-
-
18 Mar 16
31 Dec 18
31 Dec 19
2.79
0.480
(1) The dividend yield reflects the assumption that the current dividend payout will remain unchanged.
(2) The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may not
necessarily be the actual outcome.
(3) The expected life of the Performance Right is based on the Milestone Date of the Performance Rights as this is when the
vesting condition is expected to be satisfied.
(f)
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 on issue as at 30 June 2016 each vest separately on completion of the each of the three
milestones:
Definitive Feasibility Study Milestone means delivery of a positive Definitive Feasibility Study and Value
Engineering, and the Company making a decision to proceed to development of operation evidenced by the
Board resolving to continue to develop the Project.
Project Construction Milestone means completion of an agreed % (to be determined by the Board no later than
the completion of the Definitive Feasibility Study Milestone) of the project development phase, as per the project
development schedule and budget approved by the Board in accordance with the Definitive Feasibility Study
Milestone.
Production Milestone means achievement of first uranium production.
if a performance condition of a Performance Right is not achieved by the earlier of the milestone date or the
expiry date then the Performance Rights will lapse;
Ordinary Shares issued on conversion of the Performance Rights rank equally with the then Ordinary Shares of
the Company;
application will be made by the Company to ASX for official quotation of the Ordinary Shares issued upon
conversion of the Performance Rights;
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.
52
BERKELEY ENERGIA LIMITED
ANNUAL REPORT 2016
53
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016 (Continued)
17. REMUNERATION OF AUDITORS
Amounts received or due and receivable by Ernst & Young for:
- an audit or review of the financial reports of the Company
and any other entity in the Consolidated Group
- preparation of income tax return
Amounts received or due and receivable by related practices
of Ernst & Young (2015: 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
Total Auditors Remuneration
18. SEGMENT INFORMATION
2016
$
28,240
14,640
30,462
58,258
10,824
142,424
2015
$
-
-
33,000
-
39,517
72,517
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.
Following the revision to AASB 8: Operating Segments, the corporate and administrative functions based in
Australia are considered incidental to Consolidated Entity’s uranium exploration activities in Spain. As a result,
the Consolidated Entity operates in only one geographical segment, namely Spain.
(a)
Reconciliation of Non-current Assets by geographical location
Australia
Spain
19. EARNINGS PER SHARE
2016
$
3,834
9,757,548
9,761,382
2015
$
944
15,983,064
15,984,008
The following reflects the income data used in the calculations of basic and diluted earnings per share:
Net loss used in calculating basic and diluted earnings per
share
(13,641,054)
(7,865,605)
2016
$
2015
$
(a) Weighted Average Number of Shares
The following reflects the share data used in the calculations of basic and diluted earnings per share:
54
BERKELEY ENERGIA LIMITED
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016 (Continued)
17. REMUNERATION OF AUDITORS
Amounts received or due and receivable by Ernst & Young for:
- an audit or review of the financial reports of the Company
and any other entity in the Consolidated Group
- preparation of income tax return
Amounts received or due and receivable by related practices
of Ernst & Young (2015: 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
Total Auditors Remuneration
18. SEGMENT INFORMATION
2016
$
28,240
14,640
30,462
58,258
10,824
142,424
2015
$
-
-
33,000
-
39,517
72,517
2016
$
3,834
9,757,548
9,761,382
2015
$
944
15,983,064
15,984,008
2016
$
2015
$
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.
Following the revision to AASB 8: Operating Segments, the corporate and administrative functions based in
Australia are considered incidental to Consolidated Entity’s uranium exploration activities in Spain. As a result,
the Consolidated Entity operates in only one geographical segment, namely Spain.
(a)
Reconciliation of Non-current Assets by geographical location
Australia
Spain
19. EARNINGS PER SHARE
The following reflects the income data used in the calculations of basic and diluted earnings per share:
Net loss used in calculating basic and diluted earnings per
share
(13,641,054)
(7,865,605)
(a) 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 in
calculating basic earnings per share
Effect of dilutive securities (1)
Adjusted weighted average number of ordinary shares and
potential ordinary shares used in calculating basic and
diluted earnings per share
Note
Number of Shares
2016
Number of Shares
2015
182,620,204
180,361,323
-
-
182,620,204
180,361,323
(1) At 30 June 2016, 7,700,000 options and 10,555,000 performance rights (which represent 18,255,000 potential ordinary
shares) were considered not dilutive as they would decrease the loss per share for the year ended 30 June 2016.
(b)
Conversions, Calls, Subscriptions or Issues after 30 June 2016
Since 30 June 2016, the Company has issued the following securities:
On 29 July 2016, 2,345,000 Ordinary Shares were issued on the conversion of 2,345,000 Performance
Rights on achieving the Definitive Feasibility Milestone.
Other than as outlined above, there have been no conversions to, calls of, or subscriptions for ordinary shares,
since the reporting date and before the completion of this financial report.
20.
STATEMENT OF CASH FLOWS
(a)
Reconciliation of Net Loss Before Income Tax Expense to Net Cash Flows from Operating Activities
Net loss before income tax expense
(13,641,054)
(7,865,605)
2016
$
2015
$
Adjustment for non-cash income and expense items
Depreciation
Share-based payments expense
Other non-cash expenses
Foreign exchange movement
Changes in operating assets and liabilities
(Increase)/decrease in trade and other receivables
Increase/(decrease) in trade and other payables
(Increase)/decrease in other financial assets
144,184
1,713,364
-
-
(82,073)
643,630
(55,523)
147,914
866,475
22,249
(52,351)
136,587
(75,245)
-
Net cash outflow from operating activities
(11,277,472)
(6,819,976)
(b)
Reconciliation of Cash and Cash Equivalents
Cash at bank and on hand
Bank short term deposits
2016
$
2015
$
11,348,057
-
11,348,057
1,898,617
11,500,000
13,398,617
54
BERKELEY ENERGIA LIMITED
ANNUAL REPORT 2016
55
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016 (Continued)
20.
STATEMENT OF CASH FLOWS (Continued)
(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 2016
An amount of $53,996 was recognised as a share-based payment for the issue of shares to a consultant as part
of their annual fee. Please refer to Note 16(a).
30 June 2015
There were no non-cash financing or investing activities during the year ended 30 June 2015.
21. 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:
56
BERKELEY ENERGIA LIMITED
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016 (Continued)
20.
STATEMENT OF CASH FLOWS (Continued)
(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
An amount of $53,996 was recognised as a share-based payment for the issue of shares to a consultant as part
of their annual fee. Please refer to Note 16(a).
There were no non-cash financing or investing activities during the year ended 30 June 2015.
30 June 2016
30 June 2015
21. 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
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
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
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:
forward.
below.
(b)
Credit Risk
receivables.
Current Assets
Cash and cash equivalents
Trade and other receivables
Non-current Assets
Other financial assets
2016
$
2015
$
11,348,057
7,301,108
18,649,165
120,637
120,637
13,398,617
479,485
13,878,102
65,113
65,113
18,769,802
13,943,215
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, other miscellaneous receivables
and as at 30 June 2016 $6,739,550 (2015: nil) receivable from the advanced royalty payment owed from RCF.
Where possible the Group trades only with recognised, creditworthy third parties. It is the Group's policy that all
customers who wish to trade on credit terms are subject to credit verification procedures. In addition, receivable
balances are monitored on an ongoing basis with the result that the Group's exposure to bad debts is not
significant.
With respect to credit risk arising from cash and cash equivalents, the Group's exposure to credit risk arises from
default of the counter party, with a maximum exposure equal to the carrying amount of these instruments.
(c)
Liquidity Risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The
Board's approach to managing liquidity is to ensure, as far as possible, that the Group will always have sufficient
liquidity to meet its liabilities when due. At 30 June 2016 and 2015, 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.
2016
Group
Financial Assets
Cash and cash equivalents
Trade and other receivables
Security bonds
Financial Liabilities
Trade and other payables
Other financial liabilities
≤ 6 months
$
6 - 12
months
$
1 - 5 years
$
≥ 5 years
$
Total
$
11,348,057
7,301,108
-
18,649,165
2,081,914
26,656
2,108,570
-
-
-
-
-
-
-
-
-
120,637
120,637
-
-
-
-
-
-
-
-
-
-
11,348,057
7,301,108
120,637
18,769,802
2,081,914
26,656
2,108,570
56
BERKELEY ENERGIA LIMITED
ANNUAL REPORT 2016
57
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016 (Continued)
21. FINANCIAL INSTRUMENTS (Continued)
(c)
Liquidity Risk (Continued)
≤ 6 months
$
6 - 12
months
$
1 - 5 years
$
≥ 5 years
$
Total
$
2015
Group
Financial Assets
Cash and cash equivalents
13,398,617
Trade and other receivables
Security bonds
Financial Liabilities
Trade and other payables
Other financial liabilities
(d)
Interest Rate Risk
479,485
-
13,878,102
1,033,297
290,278
1,323,575
-
-
-
-
-
-
-
-
-
65,113
65,113
-
-
-
-
-
-
-
-
-
-
13,398,617
479,485
65,113
13,943,215
1,033,297
290,278
1,323,575
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
2016
$
2015
$
11,348,057
-
11,348,057
1,898,617
11,500,000
13,398,617
The Group's cash at bank and on hand and short term deposits had a weighted average floating interest rate at
year end of 2.12%% (2015: 2.72%).
The Group currently does not engage in any hedging or derivative transactions to manage interest rate risk.
Interest rate sensitivity
A sensitivity of one per cent has been selected as this is considered reasonable given the current level of both
short term and long term interest rates. A 1% movement in interest rates at the reporting date would have
increased (decreased) 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 2015.
58
BERKELEY ENERGIA LIMITED
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016 (Continued)
21. FINANCIAL INSTRUMENTS (Continued)
(c)
Liquidity Risk (Continued)
Cash and cash equivalents
13,398,617
2015
Group
Financial Assets
Trade and other receivables
Security bonds
Financial Liabilities
Trade and other payables
Other financial liabilities
(d)
Interest Rate Risk
≤ 6 months
$
6 - 12
months
$
1 - 5 years
≥ 5 years
$
$
Total
$
479,485
-
13,878,102
1,033,297
290,278
1,323,575
-
-
-
-
-
-
-
65,113
65,113
-
-
-
-
-
-
-
-
-
-
-
-
13,398,617
479,485
65,113
13,943,215
1,033,297
290,278
1,323,575
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
2016
$
2015
$
11,348,057
-
11,348,057
1,898,617
11,500,000
13,398,617
The Group's cash at bank and on hand and short term deposits had a weighted average floating interest rate at
year end of 2.12%% (2015: 2.72%).
Interest rate sensitivity
A sensitivity of one per cent has been selected as this is considered reasonable given the current level of both
short term and long term interest rates. A 1% movement in interest rates at the reporting date would have
increased (decreased) 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 2015.
Profit or Loss
1%
Increase
$
1% Decrease
$
2016
Group
Cash and cash equivalents
113,480
(113,480)
2015
Group
Cash and cash equivalents
133,986
(133,986)
(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. 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 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 2016 would have
increased/(decreased) the net financial assets of the Spanish controlled entities by A$50,296 and (A$50,296)
(2015: A$40,091 and (A$40,091)).
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
2015 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.
The Group currently does not engage in any hedging or derivative transactions to manage interest rate risk.
Equity price sensitivity
There is no effect on the net loss or equity reserves as at 30 June 2016 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.
58
BERKELEY ENERGIA LIMITED
ANNUAL REPORT 2016
59
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016 (Continued)
21. FINANCIAL INSTRUMENTS (Continued)
(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.
22. CONTINGENT LIABILITIES
The Group had no contingent liabilities at 30 June 2016 (2015: Nil).
23. SUBSEQUENT EVENTS
(i)
(ii)
On 14 July 2016, the Company announced the results of the completed DFS which confirmed the
Salamanca mine as one of the lowest cost producers capable of generating strong after tax cash flow
through the current low in the uranium price cycle;
On 29 July 2016, the Company issued 2,345,000 Ordinary shares on conversion of the DFS Performance
Rights on the announcement of the DFS results;
(iii)
19 August 2016, the Company received the US$5 million for the advance royalty sale to RCF; and
(iv) On 20 September 2016, the Company announced that it had signed a LOI relating to the sale of the first
million pounds of production from the Salamanca mine.
Other than as outlined above, as at the date of this report there are no matters or circumstances, which have
arisen since 30 June 2016 that have significantly affected or may significantly affect:
•
•
•
the operations, in financial years subsequent to 30 June 2016, of the Consolidated Entity;
the results of those operations, in financial years subsequent to 30 June 2016, of the Consolidated
Entity; or
the state of affairs, in financial years subsequent to 30 June 2016, of the Consolidated Entity.
60
BERKELEY ENERGIA LIMITED
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016 (Continued)
21. FINANCIAL INSTRUMENTS (Continued)
(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.
22. CONTINGENT LIABILITIES
The Group had no contingent liabilities at 30 June 2016 (2015: Nil).
23. SUBSEQUENT EVENTS
(i)
On 14 July 2016, the Company announced the results of the completed DFS which confirmed the
Salamanca mine as one of the lowest cost producers capable of generating strong after tax cash flow
through the current low in the uranium price cycle;
(ii)
On 29 July 2016, the Company issued 2,345,000 Ordinary shares on conversion of the DFS Performance
Rights on the announcement of the DFS results;
(iii)
19 August 2016, the Company received the US$5 million for the advance royalty sale to RCF; and
(iv) On 20 September 2016, the Company announced that it had signed a LOI relating to the sale of the first
million pounds of production from the Salamanca mine.
Other than as outlined above, as at the date of this report there are no matters or circumstances, which have
arisen since 30 June 2016 that have significantly affected or may significantly affect:
the operations, in financial years subsequent to 30 June 2016, of the Consolidated Entity;
the results of those operations, in financial years subsequent to 30 June 2016, of the Consolidated
the state of affairs, in financial years subsequent to 30 June 2016, of the Consolidated Entity.
•
•
•
Entity; or
DIRECTORS’ DECLARATION
In accordance with a resolution of the Directors of Berkeley Energia 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 2016
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 Company 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 2016.
On behalf of the Board.
PAUL ATHERLEY
Managing Director
23 September 2016
60
BERKELEY ENERGIA LIMITED
ANNUAL REPORT 2016
61
AUDITOR’S INDEPENDENT DECLARATION
Ernst & Young
11 Mounts Bay Road
Perth WA 6000 Australia
GPO Box M939 Perth WA 6843
Tel: +61 8 9429 2222
Fax: +61 8 9429 2436
ey.com/au
Auditor’s independence declaration to the Directors of Berkeley Energia
Limited
As lead auditor for the audit of Berkeley Energia Limited for the financial year ended 30 June 2016,
I declare to the best of my knowledge and belief, there have been:
a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
b) no contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of Berkeley Energia Limited and the entities it controlled during the financial
year.
Ernst & Young
G H Meyerowitz
Partner
23 September 2016
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
GHM:JT:BERKELEY:010
62
BERKELEY ENERGIA LIMITED
AUDITOR’S INDEPENDENT DECLARATION
INDEPENDENT AUDITOR’S REPORT
Ernst & Young
11 Mounts Bay Road
Perth WA 6000 Australia
GPO Box M939 Perth WA 6843
Tel: +61 8 9429 2222
Fax: +61 8 9429 2436
ey.com/au
Independent auditor's report to the members of Berkeley Energia Limited
Report on the financial report
We have audited the accompanying financial report of Berkeley Energia Limited, which comprises the
consolidated statement of financial position as at 30 June 2016, 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 true
and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for
such internal controls as the directors determine are necessary to enable the preparation of the financial
report that is free from material misstatement, whether due to fraud or error. In Note 1, the directors also
state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, that the
financial statements comply with International Financial Reporting Standards.
Auditor's responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We conducted our
audit in accordance with Australian Auditing Standards. Those standards require that we comply with
relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain
reasonable assurance about whether the financial report is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
financial report. The procedures selected depend on the auditor's judgment, including the assessment of
the risks of material misstatement of the financial report, whether due to fraud or error. In making those
risk assessments, the auditor considers internal controls relevant to the entity's preparation and fair
presentation of the financial report in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal
controls. An audit also 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 financial report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion.
Independence
In conducting our audit we have complied with the independence requirements of the Corporations Act
2001. We have given to the directors of the company a written Auditor’s Independence Declaration, a copy
of which is included in the directors’ report.
62
BERKELEY ENERGIA LIMITED
ANNUAL REPORT 2016
63
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
GHM:JT:BERKELEY:009
INDEPENDENT AUDITOR’S REPORT
(Continued)
Opinion
In our opinion:
a.
the financial report of Berkeley Energia 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 2016
and of its performance for the year ended on that date
complying with Australian Accounting Standards and the Corporations Regulations 2001
b.
the financial report also complies with International Financial Reporting Standards as disclosed in
Note 2.
Report on the remuneration report
We have audited the remuneration report included in the directors' report for the year ended 30 June
2016. 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 Energia Limited for the year ended 30 June 2016,
complies with section 300A of the Corporations Act 2001.
Ernst & Young
G H Meyerowitz
Partner
Perth
23 September 2016
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
64
BERKELEY ENERGIA LIMITED
INDEPENDENT AUDITOR’S REPORT
(Continued)
CORPORATE GOVERNANCE
Berkeley Energia Limited and the entities it controls believe corporate governance is a critical pillar on which
business objectives and, in turn, shareholder value must be built.
The Board of Berkeley has adopted a suite of charters and key corporate governance documents which articulate
the policies and procedures followed by the Company. These documents are available in the Corporate
Governance section of the Company’s website, www.berkeleyenergia.com. These documents are reviewed
annually to address any changes in governance practices and the law.
The Company’s Corporate Governance Statement 2016, which explains how Berkeley complies with the ASX
Corporate Governance Council’s ‘Corporate Governance Principles and Recommendations – 3rd Edition’ in
relation to the year ended 30 June 2016, is available in the Corporate Governance section of the Company’s
website, www.berkeleyenergia.com and will be lodged with ASX together with an Appendix 4G at the same time
that this Annual Report is lodged with ASX.
In addition to the ASX Corporate Governance Council’s ‘Corporate Governance Principles and Recommendations
– 3rd Edition’ the Board has taken into account a number of important factors in determining its corporate
governance policies and procedures, including the:
•
•
•
relatively simple operations of the Company, which currently only undertakes mineral exploration and
development activities;
cost verses benefit of additional corporate governance requirements or processes;
size of the Board;
• Board’s experience in the resources sector;
•
•
•
•
organisational reporting structure and number of reporting functions, operational divisions and
employees;
relatively simple financial affairs with limited complexity and quantum;
relatively small market capitalisation and economic value of the entity; and
direct shareholder feedback.
64
BERKELEY ENERGIA LIMITED
ANNUAL REPORT 2016
65
MINERAL RESOURCES AND ORE RESERVES STATEMENT
MINERAL RESOURCES AND ORE RESERVES STATEMENT
1.
1.
MINERAL RESOURCES
MINERAL RESOURCES
Berkeley’s Mineral Resource Statement as at 30 June 2016 and 30 June 2016 is grouped by deposit, all of which
Berkeley’s Mineral Resource Statement as at 30 June 2016 and 30 June 2015 is grouped by deposit, all of which
form part of the Salamanca mine in Spain as follows:
form part of the Salamanca mine in Spain as follows:
Resource
Resource
Tonnes
Tonnes
U3O8
U3O8
U3O8
U3O8
Tonnes
Tonnes
U3O8
U3O8
U3O8
U3O8
2016
2016
2015
2015
Deposit
Deposit
Name
Name
Retortillo
Retortillo
Zona 7
Zona 7
Las Carbas
Las Carbas
Cristina
Cristina
Caridad
Caridad
Villares
Villares
Villares North
Villares North
Category
Category
Measured
Measured
Indicated
Indicated
Inferred
Inferred
Total
Total
Measured
Measured
Indicated
Indicated
Inferred
Inferred
Total
Total
Inferred
Inferred
Inferred
Inferred
Inferred
Inferred
Inferred
Inferred
Inferred
Inferred
Total Retortillo Satellites
Total Retortillo Satellites
Inferred
Inferred
Alameda
Alameda
Villar
Villar
Alameda Nth Zone 2
Alameda Nth Zone 2
Alameda Nth Zone 19
Alameda Nth Zone 19
Alameda Nth Zone 21
Alameda Nth Zone 21
Indicated
Indicated
Inferred
Inferred
Total
Total
Inferred
Inferred
Inferred
Inferred
Inferred
Inferred
Inferred
Inferred
Total Alameda Satellites
Total Alameda Satellites
Inferred
Inferred
Gambuta
Gambuta
Salamanca Project
Salamanca Project
Inferred
Inferred
Measured
Measured
Indicated
Indicated
Inferred
Inferred
Total
Total
(Mt)
(Mt)
4.1
4.1
11.3
11.3
0.2
0.2
15.6
15.6
5.2
5.2
10.5
10.5
6.0
6.0
21.7
21.7
0.6
0.6
0.8
0.8
0.4
0.4
0.7
0.7
0.3
0.3
2.8
2.8
20.0
20.0
0.7
0.7
20.7
20.7
5.0
5.0
1.2
1.2
1.1
1.1
1.8
1.8
9.1
9.1
12.7
12.7
9.3
9.3
41.8
41.8
31.5
31.5
82.6
82.6
(ppm)
(ppm)
(Mlbs)
(Mlbs)
(Mt)
(Mt)
(ppm)
(ppm)
(Mlbs)
(Mlbs)
498
498
395
395
368
368
422
422
674
674
761
761
364
364
631
631
443
443
460
460
382
382
672
672
388
388
492
492
455
455
657
657
462
462
446
446
472
472
492
492
531
531
472
472
394
394
597
597
516
516
395
395
514
514
4.5
4.5
9.8
9.8
0.2
0.2
14.5
14.5
7.8
7.8
17.6
17.6
4.8
4.8
30.2
30.2
0.6
0.6
0.8
0.8
0.4
0.4
1.1
1.1
0.2
0.2
3.0
3.0
20.1
20.1
1.0
1.0
21.1
21.1
4.9
4.9
1.3
1.3
1.2
1.2
2.1
2.1
9.5
9.5
4.8
4.8
11.7
11.7
0.2
0.2
16.6
16.6
-
-
-
-
23.2
23.2
23.2
23.2
0.6
0.6
0.8
0.8
0.4
0.4
0.7
0.7
0.3
0.3
2.8
2.8
20.0
20.0
0.7
0.7
20.7
20.7
5.0
5.0
1.2
1.2
1.1
1.1
1.8
1.8
9.1
9.1
11.1
11.1
12.7
12.7
12.3
12.3
47.5
47.5
29.6
29.6
89.3
89.3
4.8
4.8
31.7
31.7
48.7
48.7
85.2
85.2
412
412
349
349
373
373
367
367
-
-
-
-
589
589
589
589
443
443
460
460
382
382
672
672
388
388
492
492
455
455
657
657
462
462
446
446
472
472
492
492
531
531
472
472
394
394
412
412
416
416
511
511
470
470
4.4
4.4
9.0
9.0
0.1
0.1
13.5
13.5
-
-
-
-
30.1
30.1
30.1
30.1
0.6
0.6
0.8
0.8
0.4
0.4
1.1
1.1
0.2
0.2
3.0
3.0
20.1
20.1
1.0
1.0
21.1
21.1
4.9
4.9
1.3
1.3
1.2
1.2
2.1
2.1
9.5
9.5
11.1
11.1
4.4
4.4
29.1
29.1
54.8
54.8
88.2
88.2
(*) All figures are rounded to reflect appropriate levels of confidence. Apparent differences occur due to rounding. The
(*) All figures are rounded to reflect appropriate levels of confidence. Apparent differences occur due to rounding. The
Measured and Indicated Mineral Resources are inclusive of those Mineral Resources modified to produce the Ore
Measured and Indicated Mineral Resources are inclusive of those Mineral Resources modified to produce the Ore
Reserves(cid:17)
Reserves
During and subsequent to end of the year, the Company reported an increase in Mineral Resources for the
During and subsequent to end of the year, the Company reported an increase in Mineral Resources for the
Salamanca mine to 89.3 million pounds of U3O8. (refer to announcement dated 14 July 2016). The updated
Salamanca mine to 89.3 million pounds of U3O8. (refer to announcement dated 14 July 2016). The updated
Mineral Resource estimate incorporates results from additional holes drilled by Berkeley at Zona 7 in 2016.
Mineral Resource estimate incorporates results from an additional holes drilled by Berkeley at Zona 7 in 2016.
As a result of the annual review of the Company’s Mineral Resources, there has been no change to the Mineral
As a result of the annual review of the Company’s Mineral Resources, there has been no change to the Mineral
Resources reported for the Salamanca mine.
Resources reported for the Salamanca mine.
66
66
BERKELEY ENERGIA LIMITED
BERKELEY ENERGIA LIMITED
MINERAL RESOURCES AND ORE RESERVES STATEMENT
1.
MINERAL RESOURCES
2.
ORE RESERVES
Berkeley’s Mineral Resource Statement as at 30 June 2016 and 30 June 2016 is grouped by deposit, all of which
form part of the Salamanca mine in Spain as follows:
The Company’s Ore Reserves as at 30 June 2016 and 30 June 2015, reported in accordance with the 2012
Edition of the JORC Code: for the Salamanca mine are as follows:
Deposit
Name
Retortillo
Zona 7
Las Carbas
Cristina
Caridad
Villares
Villares North
Alameda
Villar
Alameda Nth Zone 2
Alameda Nth Zone 19
Alameda Nth Zone 21
Salamanca Project
2016
2015
Resource
Tonnes
U3O8
U3O8
Tonnes
U3O8
U3O8
Category
(ppm)
(Mlbs)
(Mt)
(ppm)
(Mlbs)
Measured
Indicated
Inferred
Total
Measured
Indicated
Inferred
Total
Inferred
Inferred
Inferred
Inferred
Inferred
Indicated
Inferred
Total
Inferred
Inferred
Inferred
Inferred
Inferred
Measured
Indicated
Inferred
Total
(Mt)
4.1
11.3
0.2
15.6
5.2
10.5
6.0
21.7
0.6
0.8
0.4
0.7
0.3
2.8
20.0
0.7
20.7
5.0
1.2
1.1
1.8
9.1
12.7
9.3
41.8
31.5
82.6
498
395
368
422
674
761
364
631
443
460
382
672
388
492
455
657
462
446
472
492
531
472
394
597
516
395
514
4.5
9.8
0.2
14.5
7.8
17.6
4.8
30.2
0.6
0.8
0.4
1.1
0.2
3.0
20.1
1.0
21.1
4.9
1.3
1.2
2.1
9.5
12.3
47.5
29.6
89.3
4.8
11.7
0.2
16.6
-
-
23.2
23.2
0.6
0.8
0.4
0.7
0.3
2.8
20.0
0.7
20.7
5.0
1.2
1.1
1.8
9.1
4.8
31.7
48.7
85.2
412
349
373
367
-
-
589
589
443
460
382
672
388
492
455
657
462
446
472
492
531
472
394
412
416
511
470
4.4
9.0
0.1
13.5
-
-
30.1
30.1
0.6
0.8
0.4
1.1
0.2
3.0
20.1
1.0
21.1
4.9
1.3
1.2
2.1
9.5
11.1
4.4
29.1
54.8
88.2
Total Alameda Satellites
Inferred
Gambuta
11.1
12.7
Total Retortillo Satellites
Inferred
(*) All figures are rounded to reflect appropriate levels of confidence. Apparent differences occur due to rounding. The
Measured and Indicated Mineral Resources are inclusive of those Mineral Resources modified to produce the Ore
Reserves
During and subsequent to end of the year, the Company reported an increase in Mineral Resources for the
Salamanca mine to 89.3 million pounds of U3O8. (refer to announcement dated 14 July 2016). The updated
Mineral Resource estimate incorporates results from an additional holes drilled by Berkeley at Zona 7 in 2016.
As a result of the annual review of the Company’s Mineral Resources, there has been no change to the Mineral
Resources reported for the Salamanca mine.
Deposit
Name
Retortillo
Zona 7
Alameda
Total
2016
2015
Reserve
Category
Tonnes
(Mt)
U3O8
(ppm)
U3O8
(Mlbs)
Tonnes
(Mt)
U3O8
(ppm)
U3O8
(Mlbs)
Proved
Probable
Total
Proved
Probable
Total
Proved
Probable
Total
Proved
Probable
Total (*)
4.0
11.9
15.9
6.5
11.9
18.4
0.0
26.4
26.4
10.5
50.3
60.7
397
302
325
542
624
595
0.0
327
327
487
391
408
3.5
7.9
11.4
7.8
16.4
24.2
0.0
19.0
19.0
11.3
43.4
54.6
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(*) All figures are rounded to reflect appropriate levels of confidence. Apparent differences occur due to rounding.
During and subsequent to the year, the Company reported its maiden Ore Reserve estimate for the Salamanca
mine, (refer to announcement dated 14 July 2016). The Salamanca mine’s Ore Reserve Estimate stands at 54.6
million pounds of U3O8 of which 20.6 percent is considered Proved and 79.4 percent is considered Probable after
the application of all mining factors.
As a result of the annual review of the Company’s Ore Reserves, there has been no change to the Ore Reserves
reported for the Salamanca mine.
3.
GOVERNANCE OF MINERAL RESOURCES AND ORE RESERVES
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 and Ore Reserves. Management and
the Board review these estimates and underlying assumptions for reasonableness and accuracy. The results of
the Mineral Resource and Ore Reserve 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 Mineral Resource and Ore Reserve estimates and market disclosures are
reviewed for completeness.
The Company generally reviews its Mineral Resources and Ore Reserves as at 30 June each year. Where a
material change has occurred in the assumptions or data used in previously reported Mineral Resources or Ore
Reserves, then where possible a revised Mineral Resource or Ore Reserve estimate will be prepared as part of
the annual review process. However, there are circumstance where this may not be possible (e.g. an ongoing
drilling programme), in which case a revised Mineral Resource or Ore Reserve estimate will be prepared and
reported as soon as practicable as was the case in 2016.
66
BERKELEY ENERGIA LIMITED
ANNUAL REPORT 2016
67
MINERAL RESOURCES AND ORE RESERVES STATEMENT
(Continued)
4.
COMPETENT PERSONS STATEMENT
The information in this report that relates to Ore Reserve Estimates, is based on, and fairly represents,
information compiled or reviewed by Mr. Andrew David Pooley, a Competent Person who is a Member of The
Southern African Institute of Mining and Metallurgy‘, a Recognised Professional Organisation’ (RPO) included in a
list posted on the ASX website from time to time. Mr. Pooley is employed by Bara Consulting (Pty) Ltd. Mr. Pooley
has sufficient experience that is relevant to the style of mineralization and type of deposit under consideration and
to the activity being undertaken 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’. Mr. Pooley
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 in this report that relates to the Mineral Resources for Retortillo and Zona 7 is based on, and fairly
represents, information compiled or reviewed by Mr Malcolm Titley, a Competent Person who is a Member of The
Australasian Institute of Mining and Metallurgy. Mr Titley is employed by Maja Mining Limited, an independent
consulting company. Mr Titley 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’. Mr Titley 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 in this report that relates to the Mineral Resources for Retortillo Satellites, Alameda, Alameda
Satellites and the Gambuta deposits is based on is based on, and fairly represents, information compiled by Mr
Craig Gwatkin, who is a Member of The Australasian Institute of Mining and Metallurgy and who was an
employee of Berkeley Energia 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. 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.
Forward Looking Statements
This announcement may include forward-looking statements. These forward-looking statements are based on
Berkeley’s expectations and beliefs concerning future events. Forward looking statements are necessarily subject
to risks, uncertainties and other factors, many of which are outside the control of Berkley, which could cause
actual results to differ materially from such statements. Berkeley makes no undertaking to subsequently update or
revise the forward-looking statements made in this announcement, to reflect the circumstances or events after the
date of that announcement.
68
BERKELEY ENERGIA LIMITED
MINERAL RESOURCES AND ORE RESERVES STATEMENT
ASX ADDITIONAL INFORMATION
(Continued)
4.
COMPETENT PERSONS STATEMENT
The information in this report that relates to Ore Reserve Estimates, is based on, and fairly represents,
information compiled or reviewed by Mr. Andrew David Pooley, a Competent Person who is a Member of The
Southern African Institute of Mining and Metallurgy‘, a Recognised Professional Organisation’ (RPO) included in a
list posted on the ASX website from time to time. Mr. Pooley is employed by Bara Consulting (Pty) Ltd. Mr. Pooley
has sufficient experience that is relevant to the style of mineralization and type of deposit under consideration and
to the activity being undertaken 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’. Mr. Pooley
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 in this report that relates to the Mineral Resources for Retortillo and Zona 7 is based on, and fairly
represents, information compiled or reviewed by Mr Malcolm Titley, a Competent Person who is a Member of The
Australasian Institute of Mining and Metallurgy. Mr Titley is employed by Maja Mining Limited, an independent
consulting company. Mr Titley 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’. Mr Titley 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 in this report that relates to the Mineral Resources for Retortillo Satellites, Alameda, Alameda
Satellites and the Gambuta deposits is based on is based on, and fairly represents, information compiled by Mr
Craig Gwatkin, who is a Member of The Australasian Institute of Mining and Metallurgy and who was an
employee of Berkeley Energia 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. 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.
Forward Looking Statements
This announcement may include forward-looking statements. These forward-looking statements are based on
Berkeley’s expectations and beliefs concerning future events. Forward looking statements are necessarily subject
to risks, uncertainties and other factors, many of which are outside the control of Berkley, which could cause
actual results to differ materially from such statements. Berkeley makes no undertaking to subsequently update or
revise the forward-looking statements made in this announcement, to reflect the circumstances or events after the
date of that announcement.
The shareholder information set out below was applicable as at 30 September 2016.
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
Computershare Clearing Pty Ltd
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