Berkeley Energia Limited
Annual Report 2023

Plain-text annual report

2023 ANNUAL REPORT 2023 INFORME ANUAL Berkeley Energia Limited ABN: 40 052 468 569 ANNUAL REPORT 2023 1 ASX/LSE/BdM: BKY CORPORATE DIRECTORY | DIRECTORIO CORPORATIVO DIRECTORS Mr Ian Middlemas — Chairman Mr Robert Behets — Acting Managing Director Mr Francisco Bellón — Executive Director Mr Adam Parker — Non-Executive Director WEBSITE & EMAIL www.berkeleyenergia.com info@berkeleyenergia.com COMPANY SECRETARY Mr Dylan Browne SPANISH OFFICE Berkeley Minera España, S.A. Carretera SA-322, Km 30 37495 Retortillo Salamanca, España Telephone: +34 923 193 903 LONDON OFFICE Unit 3C, Princes House 38 Jermyn Street London SW1Y 6DN, United Kingdom REGISTERED OFFICE Level 9, 28 The Esplanade, Perth WA 6000 Australia Telephone: +61 8 9322 6322 Facsimile: +61 8 9322 6558 AUDITOR Spain Ernst & Young España Australia Ernst and Young Australia - Perth BANKERS Spain Santander Bank Australia National Australia Bank Ltd Australia and New Zealand Banking Group Ltd SOLICITORS Spain Herbert Smith Freehills, S.L.P United Kingdom Simmons & Simmons LLP Australia Thomson Geer SHARE REGISTRY Spain IBERCLEAR Plaza de la Lealtad, 1 28014 Madrid España United Kingdom Computershare Investor Services PLC The Pavilions, Bridgewater Road Bristol BS99 6ZZ Telephone: +44 370 702 0000 Australia Computershare Investor Services Pty Ltd Level 11, 172 St Georges Terrace Perth WA 6000 Telephone: +61 8 9323 2000 STOCK EXCHANGE Spain Madrid, Barcelona, Bilboa and Valencia Stock Exchanges (Code: BKY) United Kingdom London Stock Exchange – Main Board (LSE Code: BKY) Australia Australian Securities Exchange (ASX Code: BKY) CONTENTS | CONTENIDO Directors’ Report Consolidated Statement of Profit or Loss and Other Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Changes in Equity Consolidated Statement of Cash Flows Notes to and forming part of the Financial Statements Directors’ Declaration Auditor’s Independence Declaration Independent Auditor’s Report Corporate Governance Mineral Resources and Ore Reserves Statement ASX Additional Information 2 BERKELEY ENERGIA LIMITED Page | Págia 1 24 25 26 27 28 54 55 56 60 61 64  DIRECTORS’ REPORT 30 JUNE 2023 The Directors of Berkeley Energia 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 2023 (“Consolidated Entity” or “Group”). OPERATING AND FINANCIAL REVIEW Berkeley is a high impact, clean energy company focused on bringing its wholly owned Salamanca project into production. This world class uranium project is being developed in an historic mining area about three hours west of Madrid, Spain. This initiative will guarantee Spain and the European Union as an internal supplier, delivering more than four million pounds of uranium per year, equivalent to the 10% of European total consumption or more than a third of the energy generated in Spain. Summary Summary for, and subsequent, to the year end include: • Project Update Whilst the Company’s focus is on resolving the current permitting situation, and ultimately advancing the Salamanca project towards production, the Company and the Company’s wholly owned Spanish subsidiary, Berkeley Minera España (“BME”) will continue to strongly defend its position and take all necessary actions to preserve its rights. During the year, Berkeley announced BME had submitted a contentious-administrative appeal before the Spanish National Court. This follows notification from the Ministry for Ecological Transition and the Demographic Challenge (“MITECO”) in relation to the rejection of the administrative appeal filed by BME against MITECO’s rejection of the Authorisation for Construction for the uranium concentrate plant as a radioactive facility (“NSC II”) at the Salamanca project. • Spanish Politics The 2023 Spanish general election was held on Sunday, 23 July 2023 to elect the 15th Cortes Generales of the Kingdom of Spain (Spanish Parliament). All 350 seats in the Congress of Deputies were up for election, as well as 208 of 265 seats in the Senate. The election results saw the right-wing parties Partido Popular (“PP”) and Vox win 137 seats and 33 seats respectively, whilst the left-wing parties Socialists (“PSOE”) and Sumar won 121 seats and 31 seats respectively. Neither major party or coalition achieved the working majority of 176 seats in the 350-seat parliament necessary in order to govern. • Global Nuclear Power and Uranium Market: The global outlook for nuclear power and the uranium market continued to strengthen during the year. This included, numerous important developments in Europe, as follows: • European Union o Nuclear could provide up to 150 GWe of generating capacity by 2050 in the European Union, according to a statement issued by 16 European countries following a meeting in Paris with European Commissioner for Energy. The so-called Nuclear Alliance called on the European Commission to recognise nuclear energy in the EU's energy strategy and relevant policies. • France o French parliament approved a bill that would make the administrative procedures related to moving new reactors into construction more efficient, reducing the expected construction time by up to two years. • Belgium o French utility Engie and the Belgian federal government signed an interim agreement defining the terms for the extended operation of the Doel 4 and Tihange 3 nuclear power units by ten years. ANNUAL REPORT 2023 1 DIRECTORS’ REPORT 30 JUNE 2023 (Continued) OPERATING AND FINANCIAL REVIEW (Continued) Summary (Continued) • Netherlands o The Netherlands is planning to build two new nuclear power plants by 2035, which will play an important role in the country's energy transition as it aims to make its power production carbon neutral by 2040. • Sweden o Sweden's parliament has adopted a new energy target, clearing the path for the government to push forward with plans to construct new nuclear plants in the country. o Changing the target to "100% fossil-free" electricity, from "100% renewable" is key to the government's plan to meet an expected doubling of electricity demand by 2040 and to reach net-zero emissions by 2045. • Finland o Finnish utility Fortum announced it has signed a memorandum of understanding with Korea Hydro & Nuclear Power Co covering cooperation and information exchange regarding future nuclear power plants, new reactor designs as well as safe and efficient operation of existing nuclear power plants. • Italy o The lower house of the Italian parliament approved a motion presented by the ruling majority requesting the government reconsider the use of nuclear energy in the country. The approved motion called on the government to "assess the opportuneness of inserting nuclear, as an alternative, clean source of energy production, into the national energy mix in order to accelerate Italy's decarbonisation". • Poland o Polish copper and silver producer KGHM Polska Miedź SA's plan to construct a power plant based on NuScale Power's small modular reactor has been approved by the Ministry of Climate and Environment. • During the period, UxC released its 2022 “U3O8 Production Review” which highlighted that uranium production increased in 2022 to 129 million pounds a 4.9% increase. This was driven due to the ramp up of Cigar Lake Uranium Mine and the restart of the McArthur River Uranium Mine, both in Northern Saskatchewan. Spot uranium prices ended the period at US$56.00 per pound, an increase of 14% for the year. Longer- term uranium price indicators closed at the end of June 2023 at US$56.00 per pound (Long-Term); US$62.00 per pound (3-year forward price); and US$67.00 per pound (5-year forward price). • Spanish Advisory Committee During the period, an Advisory Committee to the Board of BME, which holds the Salamanca project, was established. The Advisory Committee is comprised of Rafael Miranda, Jaime García-Legaz and Miguel Riaño, all prominent, highly experienced, and well-regarded Spanish businessmen with extensive networks. The Advisory Committee substantially strengthened Berkeley’s position in Spain, with the committee members’ collective corporate, commercial and operating expertise plus extensive business and government networks greatly assisting the Company as it continues to focus on resolving the current permitting situation, and ultimately advancing the project towards production. • Balance Sheet The Company is in a strong financial position with A$79 million in cash reserves and no debt at 30 June 2023. 2 BERKELEY ENERGIA LIMITED Operations Salamanca Project Summary The Salamanca project is being developed in a historic uranium mining area in Western Spain about three hours west of Madrid. The Project hosts a Mineral Resource of 89.3Mlb uranium, with more than two thirds in the Measured and Indicated categories. In 2016, Berkeley published the results of a robust Definitive Feasibility Study (“DFS”) for Salamanca confirming that the Project may be one of the world’s lowest cost producers, capable of generating strong after-tax cash flows. In 2021, the Company received formal notification from MITECO that it had rejected the NSC II application at Salamanca. This decision followed the unfavourable NSC II report issued by the NSC in July 2021. Berkeley strongly refutes the NSC's assessment and, in the Company's opinion, the NSC has adopted an arbitrary decision with the technical issues used as justification to issue the unfavourable report lacking in both technical and legal support. Berkeley submitted documentation, including an 'Improvement Report' to supplement the Company's initial NSC II application, along with the corresponding arguments that address all the issues raised by the NSC, and a request for its reassessment by the NSC, to MITECO in July 2021. Further documentation was submitted to MITECO in August 2021, in which the Company, with strongly supported arguments, dismantled all of the technical issues used by the NSC as justification to issue the unfavourable report. The Company again restated that the project is compliant with all requirements for NSC II to be awarded and requested its NSC II Application be reassessed by the NSC. In addition, the Company requested from MITECO access to the files associated with the Authorisation for Construction and Authorisation for Dismantling and Closure for the radioactive facilities at La Haba (Badajoz) and Saelices El Chico (Salamanca), which are owned by ENUSA Industrias Avandas S.A., in order to verify and contrast the conditions approved by the competent administrative and regulatory bodies for other similar uranium projects in Spain. Based on a detailed comparison of the different licensing files undertaken by the Company following receipt of these files, it is clear that Berkeley, in its NSC II submission, has been required to provide information that does not correspond to: (i) the regulatory framework, (ii) the scope of the current procedural stage (i.e., at the NSC II stage), and/or (iii) the criteria applied in other licensing processes for similar radioactive facilities. Accordingly, the Company considers that the NSC has acted in a discriminatory and arbitrary manner when assessing the NSC II application for the Salamanca project. In Berkeley's strong opinion, MITECO has rejected the Company's NSC II Application without following the legally established procedure, as the Improvement Report has not been taken into account and sent to the NSC for its assessment, as requested on multiple occasions by the Company. In this regard, the Company believes that MITECO have infringed regulations on administrative procedures in Spain but also under protection afforded to Berkeley under the Energy Charter Treaty (“ECT”), which would imply that the decision on the rejection of the Company’s NSC II Application is not legal. In April 2023, the Company’s wholly owned Spanish subsidiary, BME submitted a contentious-administrative appeal before the Spanish National Court in an attempt to overturn the MITECO decision denying NSC II. Whilst the Company’s focus is on resolving the current permitting situation, and ultimately advancing the Salamanca project towards production, the Company and BME will continue to strongly defend its position and take all necessary actions to preserve its rights. Initiation of the contentious-administrative appeal is necessary to preserve BME’s rights however, the Company reiterates that it is prepared to collaborate with the relevant authorities and remains hopeful that the permitting situation can be resolved amicably. ANNUAL REPORT 2023 3 DIRECTORS’ REPORT 30 JUNE 2023 (Continued) OPERATING AND FINANCIAL REVIEW (Continued) Operations (Continued) Project Update: The Company continued with its commitment to health, safety and the environment as a priority. An assessment of the Environmental Aspects (“EA”) according to ISO 14001 Standards and Sustainable Mining Management Indicators (“SMMI”) according to UNE 22470/80 Standards of the Company’s activities was carried out during the period, and work continued on the achievement of the Sustainability Goals set in 2022. Significant progress and improvements continue to be made and the conclusions of the assessment will be reported in detail in the Annual Sustainability Report planned to be published during the September quarter. A highlight of the Sustainability Goals achieved during the past year is the award of the Calculation and Reduction Certificates for the CO2 emissions by MITECO. Given its importance, the Company has set and successfully achieved the objective of calculating its Carbon Footprint for the last four years, registering it in the Carbon Footprint Register of MITECO, and obtaining the Calculation and Reduction Certificates. Solar Power System Study As previously reported, Berkeley initiated a study evaluating the design, permitting, construction and operation of a solar power system at the Project. The Project’s location has a natural abundance of sunlight which is conducive to solar power generation, which will become a reliable source of low cost and carbon-free energy for the Project. In addition to making a significant contribution to reduce carbon emissions, the proposed solar power system will potentially contribute to reducing the Project’s power related operating costs. The proposed facility will have an installed power of 20.1 MW and be able to supply up to 75% of the power requirements at the Project. Detailed analysis evaluating storage capacity versus capital and operational costs was included in the scope of work to ensure the optimal outcome for the Project. The engineering, design, and cost estimation (capital and operating) workstreams have been completed and the outputs are currently being reviewed by the Company. The environmental studies are also well advanced. These environmental studies, as well as preparation and submission of all documentation required by relevant authorities, is forecasted to be completed during the September quarter. The decision to pursue a solar power system is in line with Berkeley’s ongoing commitment to environmental sustainability and to continue to have a positive impact on the people, environment and society surrounding the mine. 4 BERKELEY ENERGIA LIMITED Exploration: During the period, the Company continued with its exploration program focusing on battery and critical metals in Spain. The exploration initiative is targeting lithium, cobalt, tin, tungsten, rare earths, and other battery and critical metals, within the Company’s existing tenements in western Spain that do not form part of Berkeley’s main undertaking being the development of the Salamanca uranium project. Further analysis of the mineral and metal endowment across the entire mineral rich province and other prospective regions in Spain is also being undertaken, with a view to identifying additional targets and regional consolidation opportunities. Whilst Berkeley remains focused on defending its position in relation to the adverse resolution by MITECO and ultimately advancing the Salamanca project towards production, the planned battery and critical metals exploration initiative also facilitates the Company’s participation in these important, rapidly evolving, growth sectors which are integral to the global clean energy transition. Investigation Permit Conchas The Investigation Permit (“IP”) Conchas is located in the very western part of the Salamanca province, close to the Portuguese border (Figure 1). The tenement covers an area of ~31km2 in the western part of the Ciudad Rodrigo Basin and is largely covered by Cenozoic aged sediments. Only the north-western part of the tenement is uncovered and dominated by the Guarda Batholith intrusion. The tenement hosts a number of sites where small-scale historical tin and tungsten mining was undertaken. In addition, several mineral occurrences (tin, tungsten, titanium, lithium) have been identified during historical mapping and stream sediment sampling programs. Billiton PLC undertook exploration on the IP Conchas between 1981 and 1983, with a focus on tin and tantalum (lithium was not taken into account). Billiton’s work programs comprised regional and detailed geological mapping, geochemistry, trenching and limited drilling. Soil sampling programs completed by Berkeley in the northern and central portions of the tenement during 2021 (200m by 200m) and 2022 (100m by 100m) defined a tin-lithium anomaly covering approximately 1.1km by 0.7km which correlated with a mapped aplo-pegmatitic leucogranite. Based on the results of the Company’s soil sampling programs and information gleaned from a review of the available historical data, a small initial drilling program was designed and implemented to test the tin-lithium anomaly. The drill program comprised five broad spaced reverse circulation (“RC”) holes for a total of 282m. Anomalous results for lithium (“Li”), tin (“Sn”), rubidium (“Rb”), cesium (“Cs”), niobium (“Nb”) and tantalum (“Ta”) obtained from multi-element analysis of drill samples were reported in the March quarter. The occurrence of these six elements is observed to be largely associated with a sub-horizontal muscovitic leucogranite unit that locally outcrops at surface. The muscovitic leucogranite has a mapped extent of approximately 2km (in a NE-SW orientation) by 0.4km (in a NW-SE orientation) (Figure 1) and varies in thickness from 7m to over 70m in the drill holes (Figure 2). ANNUAL REPORT 2023 5 DIRECTORS’ REPORT 30 JUNE 2023 (Continued) OPERATING AND FINANCIAL REVIEW (Continued) Operations (Continued) Figure 1: IP Conchas Location Plans and Geology / Drill Hole Location Plan Figure 2: IP Conchas Cross Section A-A1 Mineralogical studies are currently being undertaken on 25 samples from the drilling at ALS Laboratories (Perth, Australia) and the University of Oviedo (Oviedo, Spain), to determine the mineral species present and understand their characteristics and properties. Subject to the results of the mineralogical studies currently underway, further work at the IP Conchas may include follow-up drilling focused on improving confidence in the geology, continuity, and grade distribution of the zone of multi-element mineralisation. Oliva and La Majada Projects Acquisition During the period, the Company acquired the rights to three new tenements within two project areas in Spain which are considered prospective for tungsten, cobalt, antimony and other metals. 6 BERKELEY ENERGIA LIMITED Oliva Project The Oliva project is located 65 km south of the city of Badajoz, near the border with Portugal and approximately 370km southwest of Madrid. The project comprises the granted IP "Los Bélicos" with an area of 5km2 and the IP application (“IPA”) "Ampliación los Bélicos", with an area of 44km2, which is pending grant approval. The IP "Los Bélicos" contains the historical Virgen de Gracia tungsten and bismuth mine and there are other indications of small-scale historical mining activity and mineral occurrences of tungsten, bismuth, cobalt, copper and gold reported within the area. The mining history of the area dates back to Roman times, and the Virgen de Gracia mine is first described in literature in 1912. Tungsten and bismuth were exploited by underground mining from the mid-20th century, reached a peak in the 1960's, and ceased in the mid-1970’s. Mineralisation was observed to be hosted in quartz stockworks and sub-horizontal quartz dykes, interpreted to be associated with subsurface greisenised granite domes. The mineralisation may be located above or near granitic cupolas in flat or sheeted veins in the exocontact zones of metamorphic rocks. Historical exploration activities have included geological mapping, soil sampling, panel sampling of underground workings, and limited drilling. The Company is compiling and verifying this historical data. The initial phase of exploration work planned for the IP "Los Bélicos" includes soil sampling on a 100m by 100m grid covering the entire tenement, with subsequent infill soils over defined areas of anomalism. Once granted, the Company plans to undertake geological mapping and soil sampling on the "Ampliación los Bélicos" tenement. La Majada Project Figure 3: Oliva Project Location Map The La Majada project is located 70km southeast of the city of Ciudad Real and 220km south of Madrid. The project comprises the IPA “La Majada” which has an area of 6km2, is centered on the historical “La Nazarena” antimony mines, and is pending grant approval. The discovery and extraction of antimony (stibnite) in the area dates back to the Renaissance period. The La Nazarena deposit was subsequently discovered in 1784 however, industrial scale mining operations were not developed until the mid-20th century when economic interest in antimony heightened due to its use in military industry applications. Mining activity in the area ceased in the early 1960’s. ANNUAL REPORT 2023 7 DIRECTORS’ REPORT 30 JUNE 2023 (Continued) OPERATING AND FINANCIAL REVIEW (Continued) Operations (Continued) La Majada Project (Continued) At the La Nazarena mine, disseminated stibnite mineralisation is hosted within a series of alternating quartzites and sandy shales of Ordovician age. The mineralisation is associated with intraformational breccias and appears to be strongly lithostratigraphically and structurally controlled. The mineralised zones have a stratiform shape but also appear like veins due to remobilisation towards extensional fractures. Other antimony mineral occurrences, showing similar characteristics to the La Nazarena mineralisation and associated with the same controlling structure, have been reported within the project area. Following grant of the IP, the Company plans to undertake an exploration work program comprising of acquisition, compilation and verification of all available historical data, geological mapping, soil sampling, and ground geophysical surveys to generate drill targets. Commercial Terms of Acquisition Figure 4: La Majada Project Location Map Exploración de Recursos Minerales, S.L. (“ERM”), a wholly owned subsidiary of the Company, has entered into a Tenement Sale and Purchase Agreement and Royalty Deed with Consultores De Proyectos Mineros, S.L. (“COPROMI”), to acquire 100% of IP Los Belicos, IPA Ampliacion Los Belicos, and IPA La Majada for upfront consideration of €10,000 and contingent consideration by granting a 1.5% net smelter royalty on any future production from the Oliva project and La Majada project. ERM has the absolute right to withdraw from each IP or IPA individually provided that ERM has satisfied the minimum spend requirements as follows: (a) €20,000, in respect of IP Los Bélicos; (b) €60,000, in respect of IPA Ampliación Los Bélicos (once granted); and (c) €20,000, in respect of IPA La Majada (once granted). 8 BERKELEY ENERGIA LIMITED Results of Operations The Consolidated Entity’s net loss after tax for the year ended 30 June 2023 was $1,373,000 (2022: profit of $65,038,000). Significant items contributing to the year end loss and substantial differences from the previous year include the following: (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) Exploration and evaluation expenses of $3,373,000 (2022: $3,792,000), 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 and until a decision to develop or mine is made; Non-cash fair value gain of $429,000 (2022: $64,720,000) on unlisted options currently on issue. These financial liabilities increase or decrease in size as the share price of the Company fluctuates. During the period, 25,221,562 unlisted options expired. During the prior period, the fair value of a convertible note previously on issue was calculated using a probability-weighted payout approach on the basis that the convertible note converted at 30 November 2021 at the floor price of £0.27. At the date the convertible note automatically converted, the valuation date share price was £0.105, which resulted in a gain of $60,789,000. During the prior period, following the automatic conversion of the convertible note in accordance with the terms of the convertible note, the Company issued 186,814,815 fully paid ordinary shares in the capital of the Company. This resulted in the convertible note liability being derecognised with the Company’s share capital increasing; One off expense of $405,000 (2022: nil) for the publication of a prospectus in October 2022 for the admission of 186,814,815 fully paid ordinary shares to the London and Spanish stock exchanges; Foreign exchange gain of $2,966,000 (2022: $5,311,000) largely attributable on the US$52 million held in cash by the Group following the weakening of the AUD against the USD by some 3.8% during the year; Business development expenses of $252,000 (2022: $124,000) which includes the Group’s investor relations activities including but not limited to public relations costs, marketing and digital marketing, broker fees, business development consultant fees and stock exchange admission fees; Corporate and administration expenses of $1,383,000 (2022: $1,210,000) which in the current period included the payment of $197,000 (2022: nil) for an infringement notice, without admission of liability, in relation to allegations from the Spanish Securities Regulator (“CNMV”) that the Company contravened Articles 17 and 18 of the Market Abuse Regulations (“Regulations”) on 11 December 2020 following an announcement made on 14 December 2020 regarding the extension of the prior authorisation (“NSC I”) (refer announcement on 14 December 2020). Berkeley considers that it complied with the Regulations on 11 December 2020 to 14 December 2020 and that issue of the infringement notice, and the Company’s compliance with it, is not an admission of liability with respect to the allegations, nor is it a finding of any breach of law. The Company denies the allegation but decided to pay the infringement notice without admission of wrongdoing as the cost of disputing the matter would be greater than the penalty itself. Berkeley takes its obligations of the Regulations seriously, and is committed to keeping its shareholders and the market fully informed and meeting its obligations; Non-cash share-based payment expense of $409,000 (2022: reversal of $101,000) was recognised in respect of incentive securities granted to directors, employees and key consultants. The Company’s policy is to expense the incentive securities over the vesting period; and Interest income of $1,054,000 (2022: $32,000), this is largely attributable to the increase in interest rates from 0.0% to 3.0% on the US$52 million held in cash by the Company. The current interest rate being earned on the USD held is 4.60%. Financial Position At 30 June 2023, the Group is in an extremely strong financial position with cash reserves of $78,776,000 (2022: $79,943,000). The Company had cash outflows during the year totalling $5,193,000, which was offset by foreign exchange gain of $2,972,000 following the weakening of the AUD against the USD by some 3.8% during the year. The Group had net assets of $87,316,000 at 30 June 2023 (2022: $87,633,000), a decrease of 0.4% compared with 30 June 2022. The decrease is consistent with the decrease in cash which has been offset by the decrease in total liabilities. ANNUAL REPORT 2023 9 DIRECTORS’ REPORT 30 JUNE 2023 (Continued) OPERATING AND FINANCIAL REVIEW (Continued) Business Strategies and Prospects for Future Financial Years (Continued) Berkeley’s strategic objective is to create long-term shareholder value with the Company's primary focus continuing to be on progressing the approvals required to commence construction of the Salamanca mine and bring it into production. To achieve its strategic objective, the Company currently has the following business strategies and prospects: • Continue in the defence of the Company’s rights with respect to the Salamanca Project; • • Continue to assess other business development and investment opportunities at the Salamanca Project; and Continue to assess other business and development opportunities in the resources sector. 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 but are not limited to the following: • • Litigation risk – All industries, including the mining industry, are subject to legal and arbitration claims. Specifically, in November 2022, the Company submitted a written notification of an investment dispute to the Prime Minister of Spain and the MITECO informing the Kingdom of Spain of the nature of a dispute and the ECT breaches relating to the Company’s rejection of NSCII, and that it proposes to seek prompt negotiations for an amicable solution pursuant to article 26.1 of the ECT. Berkeley will strongly defend its position and continue to take relevant actions to pursue its legal rights regarding the Salamanca Project. However, there is no certainty that any claim, should it be made in the future, will be successful. Mining licences and government approvals required – With the mining licence, environmental licence and the Urbanism Licence (“UL”) already obtained at the Salamanca Project, the only major approval to commence construction at the Salamanca Project is NSC II. During the year ended 30 June 2021, Berkeley reported that the NSC had issued an unfavourable report for the grant of the NSC II. In November 2021, the Company received formal notification from MITECO that it had rejected the NSC II application at the Company’s Salamanca Project. This decision followed the unfavourable NSC II report issued by the NSC in July 2021. In this regard, in December 2021, the Company submitted an administrative appeal against MITECO’s decision under Spanish law. In the appeal, the Company refutes the NSC’s assessment on the basis that the NSC has adopted an arbitrary decision with the technical issues used as justification to issue the unfavourable report lacking in both technical and legal support. Furthermore, the Company states in the appeal that MITECO has rejected the Company’s NSC II application without following a legally established procedure, and that MITECO has infringed the Company’s right of defence, which would imply that the decision on the rejection of the Company’s NSC II application is not legal. Berkeley also submitted further documentation to MITECO in which the Company, with strongly supported arguments, dismantles all of the technical issues used by the NSC as justification to issue the unfavourable report. Berkeley strongly refutes the NSC’s assessment and notes that all documentation submitted by the Company in relation to NCS II has been prepared following advice from independent, nationally and internationally recognised advisors and consultants who are experts in their field. However, In February 2023, the Company received formal notification from MITECO that it had rejected the Company’s administrative appeal against MITECO’s rejection of NSC II for the Salamanca Project. It should also be noted that more than 120 previous permits and favourable reports have been granted by the relevant authorities at the local, regional, federal and European Union levels in relation to the Salamanca Project, among which nine have been from the NSC. The Company believes that MITECO has not only infringed regulations on administrative procedures in Spain but also under protection afforded to Berkeley under the ECT, which would imply that the decision on the rejection of the Company’s NSC II application is not legal. Further, In April 2023, BME submitted a contentious-administrative appeal before the Spanish National Court in an attempt to overturn the MITECO decision denying NSC II. Whilst the Company’s focus is on resolving the current permitting situation, and ultimately advancing the Salamanca project towards production, the Company and BME will continue to strongly defend its position and take all necessary actions to preserve its rights. 10 BERKELEY ENERGIA LIMITED Initiation of the contentious-administrative appeal is necessary to preserve BME’s rights however, the Company reiterates that it is prepared to collaborate with the relevant authorities and remains hopeful that the permitting situation can be resolved amicably. The Company will continue to strongly defend its position in relation to the adverse decision by the NSC as discussed in the litigation risk section above. Further, various appeals have also been made against other permits and approvals the Company has received for the Salamanca Project, 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. Whilst none of these appeals have been finally determined, no precautionary or interim measures have been granted in relation to the appeals regarding the award of licences and authorisations at the Salamanca Project to date. However, the successful development of the Salamanca mine will be dependent on the granting of all permits and licences necessary for the construction and production phases, in particular the award NSC II which will allow for the construction of the plant as a radioactive facility. However, 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. If the required permits and licences are not obtained, then this could have a material adverse effect on the Group’s financial performance, which has led to a reduction in the carrying value of assets and may materially jeopardise the viability of the Salamanca Project and the price of its Ordinary Shares. Further, the Company’s exploration and any future mining activities are dependent upon the maintenance and renewal from time to time of the appropriate title interests, licences, concessions, leases, claims, permits, environmental decisions, planning consents and other regulatory consents which may be withdrawn or made subject to new limitations. The maintaining or obtaining of renewals or attainment and grant of title interests often depends on the Company being successful in obtaining and maintaining required statutory approvals for its proposed activities. The Company closely monitors the status of its mining permits and licences and works closely with the relevant Government departments in Spain to ensure the various licences are maintained and renewed when required. However, there is no assurance that such title interests, licenses, concessions, leases, claims, permits, decisions or consents will not be revoked, significantly altered or not renewed to the detriment of the Company or that the renewals and new applications will be successful; The Company may not successfully acquire new projects – In conjunction with seeking to overturn the negative MITECO decision, the Company is also searching for and assessing other new business opportunities at the Salamanca Project but also for new business opportunities in the resources sector which could have the potential to build shareholder value. These new business opportunities may take the form of direct project acquisitions, joint ventures, farm-ins, acquisition of tenements/permits, or direct equity participation. The Company’s success in its acquisition activities depends on its ability to identify suitable projects, acquire them on acceptable terms, and integrate the projects successfully, which the Company’s Board is experienced in doing. However, there can be no guarantee that any proposed acquisition will be completed or be successful and the Directors are not able to assess the likelihood or timing of a successful acquisition. If a proposed acquisition is completed the usual risks associated with a new project and/or business activities will remain. Further, any new acquisition may require the establishment of a new business. The Company’s ability to generate revenue from a new business will depend on the Company being successful in exploring, identifying mineral resources and establishing mining operations in relation to a new project. Whilst the Directors have extensive industry experience, there is no guarantee that the Company will be successful in exploring and developing a new project; The Company’s activities are subject to Government regulations and approvals – The Company’s exploration and any future mining activities are dependent upon the maintenance and renewal from time to time of the appropriate title interests, licences, concessions, leases, claims, permits, environmental decisions, planning consents and other regulatory consents which may be withdrawn or made subject to new limitations. The maintaining or obtaining of renewals or attainment and grant of title interests often depends on the Company being successful in obtaining and maintaining required statutory approvals for its proposed activities. The mining licence for the Salamanca Project was granted in April 2014 and is valid until April 2044 (and renewable for two further periods of 30 years each). The Company closely monitors the status of its mining and exploration permits and licences and works closely with the relevant government departments in Spain to ensure the various licences are maintained and renewed when required. However, there is no assurance that such title interests, licenses, concessions, leases, claims, permits, decisions or consents will not be revoked, significantly altered or not renewed to the detriment of the Company or that the renewals and new applications will be successful. • • ANNUAL REPORT 2023 11 DIRECTORS’ REPORT 30 JUNE 2023 (Continued) OPERATING AND FINANCIAL REVIEW (Continued) Business Strategies and Prospects for Future Financial Years (Continued) If such title interests, licences, concessions, leases, claims, permits, environmental decisions, planning consents and other regulatory consents are not maintained or renewed then this could have a material adverse effect on the Company’s financial performance and the price of its Ordinary Shares. There can also be no assurances that the Company’s interests in its properties and licences are free from defects. The Company has investigated its rights and believes that these rights are in good standing. There is no assurance, however, that such rights and title interests will not be revoked or significantly altered to the detriment of the Company. In April 2021, the parliament in Spain (the “Spanish Parliament”) approved an amendment to the draft climate change and energy transition bill relating to the investigation and exploitation of radioactive minerals (e.g. uranium). The Spanish Parliament reviewed and approved the amendment to Article 10 under which: (i) new applications for exploration, investigation and direct exploitation concessions for radioactive materials, and their extensions, would not be accepted following the entry into force of this law; and (ii) existing concessions, and open proceedings and applications related to these, would continue as per normal based on the previous legislation. The new law was published in the Official Spanish State Gazette and came into effect in May 2021. The Company currently holds legal, valid and consolidated rights for the investigation and exploitation of its mining projects, including the 30-year mining licence (renewable for two further periods of 30 years) for the Salamanca Project, however any new proceedings opened by the Company is now not allowed under the aforementioned new law. This could create uncertainty and pose a risk on future applications, renewals or proceedings the Company may have to make in the future at the Salamanca Project or elsewhere, which if unfavourable could have a detrimental effect on the viability of the Salamanca Project or the Company’s pursuit of other development opportunities. Therefore, there can be no assurances that the Company’s rights and title interests will not be challenged or impugned by third parties or governments in the future. To the extent that any such rights or title interests are revoked or significantly altered to the detriment of the Company, then this could have a material adverse effect on the Group’s financial performance and the price of its Ordinary Shares; • • • The Company may be adversely affected by fluctuations in commodity prices – The price of uranium has fluctuated widely since the Fukushima nuclear power plant disaster in March 2011 and is affected by further numerous factors beyond the control of the Company. Future production, if any, from the Salamanca 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 Salamanca Project advances, this policy will be reviewed periodically; The Group’s projects are not yet in production – As a result of the substantial expenditures involved in mine development projects, mine developments are prone to material cost overruns versus budget. The capital expenditures and time required to develop new mines are considerable and changes in cost or construction schedules can significantly increase both the time and capital required to build the mine; 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. DIRECTORS The names of Directors in office at any time during the financial year or since the end of the financial year are: Directors Mr Ian Middlemas Mr Robert Behets Mr Francisco Bellón Mr Adam Parker Chairman Non-Executive Director (Acting Managing Director) Executive Director (appointed 1 July 2022) Non-Executive Director Unless otherwise disclosed, Directors held their office from 1 July 2022 until the date of this report. 12 BERKELEY ENERGIA LIMITED CURRENT DIRECTORS AND OFFICERS Ian Middlemas Chairman Qualifications – B.Com, CA Mr Middlemas is a Chartered Accountant who also 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 NGX Limited (April 2021 – present), Constellation Resources Limited (November 2017 – present), Apollo Minerals Limited (July 2016 – present), GCX Metals Limited (October 2013 – present), GreenX Metals Limited (August 2011 – present), Salt Lake Potash Limited (Receivers and Managers Appointed) (January 2010 – present), Equatorial Resources Limited (November 2009 – present), Sovereign Metals Limited (July 2006 – present), Odyssey Gold Limited (September 2005 – present), Peregrine Gold Limited (September 2020 – February 2022) and Piedmont Lithium Limited (September 2009 – December 2020). Robert Behets Acting Managing Director, Non-Executive Director Qualifications – B.Sc (Hons), FAusIMM, MAIG Mr Behets is a geologist with over 30 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 Odyssey Gold Limited (August 2020 – present), Constellation Resources Limited (June 2017 – present), Apollo Minerals Limited (October 2016 – present) and Equatorial Resources Limited (February 2016 – present). Francisco Bellón del Rosal (Francisco Bellón) Executive Director and Chief Operations Officer Qualifications – M.Sc, MAusIMM Mr Bellón is a Mining Engineer with more than 25 years of experience in the resources sector, including specialisation in mineral processing. During his career, Mr Bellón has participated in the construction, commissioning and operation of four mines in Spain, two in South America and two in West Africa, working at an executive level for Toronto, New York or Madrid Stock Exchange listed companies, such as Rio Narcea Gold Mines, Lundin Mining, ENDESA and Duro Felguera. Mr Bellón who is based in Salamanca, joined Berkeley in 2011 as General Manager of Operations, and was subsequently promoted to Chief Operating Officer in 2017. During this period, Mr Bellón has been responsible for the Company’s day-to-day operations in Spain, and has overseen the development of the Salamanca Project from the Scoping Study stage through to the completion of the Definitive Feasibility Study and Front End Engineering Design. He has also been a Director of the Company’s Spanish subsidiaries since 2011. Mr Bellón has a Masters Degrees in Mining Engineering and Occupational Health and Safety, Investor Relations Certification from the Madrid Stock Exchange, and is Member of the Australasian Institute of Mining and Metallurgy (“AusIMM”). Mr Bellón was appointed a Director of the Company on 1 July 2022. Mr Bellón has not been a Director of another listed company in the three years prior to the end of the financial year. ANNUAL REPORT 2023 13 DIRECTORS’ REPORT 30 JUNE 2023 (Continued) CURRENT DIRECTORS AND OFFICERS (Continued) Adam Parker Non-Executive Director Qualifications – MA.Chem (Hons), ASIP Mr Parker joined the Company after a long and successful career in institutional fund management in the City of London spanning almost three decades, including being a co-founder of Majedie Asset Management. Mr Parker began his career in 1987 at Mercury Asset Management (subsequently acquired by Merrill Lynch and now part of BlackRock) and left in 2002 when he co-founded Majedie Asset Management. Mr Parker was instrumental in building Majedie Asset Management into the successful investment boutique that it is today. He managed funds including the Majedie UK Opportunities Fund, the Majedie UK Smaller Companies Fund and a quarter of the Majedie UK Focus Fund. He left Majedie in 2015 and Majedie Asset Management has since been acquired by Liontrust Asset Management in 2022. Mr Parker was appointed a Director of Berkeley Energia Limited on 14 June 2017. Mr Parker has not been a Director of another listed company in the three years prior to the end of the financial year. Dylan Browne Company Secretary Qualifications – B.Com, CA, AGIA ACG Mr Browne is a Chartered Accountant and Associate Member of the Governance Institute of Australia (Chartered Secretary) who is currently Company Secretary for a number of ASX and European listed companies that operate in the resources sector. He commenced his career at a large international accounting firm and has since been involved with a number of exploration and development companies operating in the resources sector, based in London and Perth, including Sovereign Metals Limited, Apollo Minerals Limited, GreenX Metals Limited and Papillon Resources Limited. Mr Browne successfully listed GreenX on the Main Board of the London Stock Exchange and the Warsaw Stock Exchange in 2015 and oversaw Berkeley’s listings on the Main Board London Stock Exchange and the Spanish Stock Exchanges. Mr Browne was appointed Company Secretary of the Company on 29 October 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 2023 (2022: nil). EARNINGS PER SHARE Basic and diluted (loss)/earnings per share 2023 Cents (0.31) 2022 Cents 14.59 SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS There were no significant changes in the state of affairs of the Consolidated Entity during the year. SIGNIFICANT EVENTS AFTER THE BALANCE DATE As at the date of this report there are no matters or circumstances, which have arisen since 30 June 2023 that have significantly affected or may significantly affect: • • • the operations, in financial years subsequent to 30 June 2023, of the Consolidated Entity; the results of those operations, in financial years subsequent to 30 June 2023, of the Consolidated Entity; or the state of affairs, in financial years subsequent to 30 June 2023, of the Consolidated Entity. 14 BERKELEY ENERGIA LIMITED 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 22470-40 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 completion of audits established by the regulations, with the most recent renewal audit successfully completed in July 2021. INFORMATION ON DIRECTORS' INTERESTS IN SECURITIES OF BERKELEY Current Directors Ian Middlemas Robert Behets Francisco Bellón Adam Parker Interest in Securities at the Date of this Report Ordinary Shares(i) Incentive Options(ii) 12,100,000 2,490,000 1,150,000 300,000 - 3,000,000 3,500,000 - Notes: (i) (ii) ‘Ordinary Shares’ means fully paid ordinary shares in the capital of the Company. ‘Incentive Options’ means an unlisted option to subscribe for one Ordinary Share in the capital of the Company. SHARE OPTIONS AND PERFORMANCE RIGHTS At the date of this report the following unlisted securities have been issued over unissued Ordinary Shares of the Company: • • • • 3,700,000 Incentive Options exercisable at $0.40 each on or before 31 December 2023; 2,000,000 Incentive Options exercisable at $0.40 each on or before 31 December 2025; 7,600,000 Incentive Options exercisable at $0.65 each on or before 30 June 2026 (vesting upon the award of the Construction Authorisation (NSC II) by MITECO at the Salamanca Project); and 25,222,000 unlisted options exercisable at £1.00 each on or before 30 November 2023. These securities 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 2023, no Ordinary Shares were issued as a result of the exercise of Options. 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 Options. MEETINGS OF DIRECTORS The following table sets out the number of meetings of the Company's Directors and the board committees held during the year ended 30 June 2023, and the number of meetings attended by each director. The Board as a whole currently performs the functions of an Audit Committee and Risk Committee, however this will be reviewed should the size and nature of the Company’s activities change. ANNUAL REPORT 2023 15 DIRECTORS’ REPORT 30 JUNE 2023 (Continued) MEETINGS OF DIRECTORS (Continued) Current Directors Ian Middlemas Robert Behets Francisco Bellón Adam Parker Board Meetings Remuneration and Nomination Committee(i) Number Eligible to Attend Number Attended Number Eligible to Attend Number Attended 4 4 4 4 4 4 4 4 - - - - - - - - Notes: (i) Remuneration and Nomination Committee meetings are generally considered and approved by means of written resolutions of committee members. REMUNERATION REPORT (AUDITED) This report details the amount and nature of remuneration of each director and executive officer of the Company. Details of Key Management Personnel The Key Management Personnel (“KMP”) of the Group during or since the end of the financial year were as follows: Directors Mr Ian Middlemas Mr Robert Behets Mr Francisco Bellón Mr Adam Parker Other KMP Mr Dylan Browne Chairman Non-Executive Director (Acting Managing Director) Executive Director (appointed 1 July 2022) Non-Executive Director Company Secretary There were no other KMP of the Company or the Group. Unless otherwise disclosed, the KMP held their position from 1 July 2022 until the date of this report. Remuneration Policy The remuneration policy for the Group's KMP has been developed by the Board taking into account the size of the Group, the size of the management team for the Group, the nature and stage of development of the Group's current operations and market conditions and comparable salary levels for companies of a similar size and operating in similar sectors. In addition to considering the above general factors, the Board has also placed emphasis on the following specific issues in determining the remuneration policy for KMP: • • • the Group is currently focused on undertaking development and construction activities; 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 and Nomination Committee The Board has established an independent Remuneration and Nomination Committee (“Remcom”) to oversee the Group’s remuneration and nomination responsibilities and governance. The remuneration committee members currently consist of two directors being Mr Parker (as Chair) and Mr Behets. The Remcom’s role is to determine the remuneration of the Company’s executives, oversee the remuneration of KMP, and approve awards under the Company's long-term incentive plan (“Plan”). The Remcom reviews the performance of executives and KMP and sets the scale and structure of their remuneration and the basis of their service/consulting agreements. In doing so, the Remcom will have due regard to the interests of shareholders. 16 BERKELEY ENERGIA LIMITED In determining the remuneration of executives and KMP, the Remcom seeks to enable the Company to attract and retain executives of the highest calibre. In addition, the Remcom decides whether to grant incentives securities in the Company and, if these are to be granted, who the recipients should be. Remuneration Policy for Executives The Group's remuneration policy is to provide a fixed remuneration component and a performance based component (Incentive Options, Performance Rights and cash bonuses, 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 will be reviewed annually by the Remcom. 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. Performance Based Remuneration – Short Term Incentive Some KMP may be entitled to an annual cash bonus upon if various key performance indicators (“KPI’s”), as set by the Board are achieved. Having regard to the current size, nature and opportunities of the Company, the Board may determine that these KPI’s will include measures such as, for example, successful completion of exploration activities (e.g. completion of exploration programmes within budgeted timeframes and costs), development activities (e.g. completion of feasibility studies and initial infrastructure), 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 KPI’s, the Board determines the amount, if any, of the annual cash bonus to be paid to each KMP. Given the current status of the Salamanca project, no bonus (2022: nil) was paid, or is payable to KMP during the financial year. Performance Based Remuneration – Long Term Incentive The Group has adopted a Plan comprising the grant of Incentive Options and/or Performance Rights to reward KMP and key employees and contractors for long-term performance of the Company. Shareholders approved to renew the Plan in November 2022. To achieve its corporate objectives, the Group needs to attract, incentivise, and retain its key employees and contractors. The Board believes that grants of Performance Rights and/or Incentive Options to KMP will provide a useful tool to underpin the Group's employment and engagement strategy. (i) Incentive Options The Group has a Plan that provides for the issuance of Incentive Options as part of KMP and key employees and contractors remuneration and incentive arrangements in order to attract, retain and to provide an incentive linked to the performance of the Company. The Board’s policy is to grant Incentive Options to KMP with exercise prices at or above market share price (at the time of agreement). As such, Incentive Options granted to KMP are generally only of benefit if the KMP perform to the level whereby the value of the Group increases sufficiently to warrant exercising the Unlisted Options granted. During the current period, the Company issued 5,700,000 Incentive Options (vesting upon the award of the Construction Authorisation (NSC II) by MITECO at the Salamanca Project “Performance Criteria”) to KMP. This performance condition must be satisfied in order for the Incentive Options to vest. Upon vesting, the holder of Incentive Option will have the ability to exercise the Incentive Option prior to their expiry. If the performance condition is not achieved by the expiry date then the Incentive Options will lapse. 2,900,000 Incentive Options previously granted to KMP and key employees expired during the year. The Company prohibits executives entering into arrangements to limit their exposure to Incentive Options granted as part of their remuneration package. ANNUAL REPORT 2023 17 DIRECTORS’ REPORT 30 JUNE 2023 (Continued) REMUNERATION REPORT (AUDITED) (Continued) Performance Based Remuneration – Long Term Incentive (Continued) (ii) Performance Rights The Plan also enables the Group to issue unlisted 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. The Plan enables the Group to: (a) recruit, incentivise and retain KMP and other key employees and contractors needed to achieve the Group's business objectives; (b) link the reward of key staff with the achievement of strategic goals and the long-term performance of the Group; (c) align the financial interest of participants of the Plan with those of Shareholders; and (d) 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 Group of certain performance conditions as determined by the Board from time to time. These performance conditions must be satisfied in order for the Performance Rights to vest. Upon Performance Rights vesting, Ordinary Shares are automatically issued for no consideration. If a performance condition of a Performance Right is not achieved by the expiry date then the Performance Right will lapse. During the financial year, no Performance Rights were granted, converted or lapsed. Remuneration Policy for Non-Executive Directors The Board policy is to remunerate Non-Executive Directors at market rates for comparable companies for time, commitment and responsibilities. Given the current size, nature and risks of the Company, incentive options have been used to attract and retain Non-Executive Directors. The Board determines payments to the Non-Executive Directors and reviews their remuneration annually, based on market practice, duties and accountability. Independent external advice is sought when required. The maximum aggregate amount of fees that can be paid to Non-Executive Directors is subject to approval by shareholders at a General Meeting. The maximum aggregate amount that may be paid to Non-Executive Directors in a financial year is $350,000, as approved by shareholders at a Meeting of Shareholders held on 6 May 2009. Director’s fees paid to Non-Executive Directors accrue on a daily basis. Fees for Non-Executive Directors are not directly 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. Given the size, nature and opportunities of the Company, Non-Executive Directors may receive Incentive Options or Performance Rights in order to secure and retain their services. Fees for the Chairman were set at $50,000 per annum (2022: $50,000) (including post-employment benefits). Fees for Non-Executive Directors’ were set at $45,000 per annum (2022: $45,000) (including post-employment benefits). These fees cover main board activities only. Non-Executive Directors may receive additional remuneration for other services provided to the Company, including but not limited to, membership of committees. During the 2023 financial year, 2,000,000 Incentive Options were granted to Non-Executive Directors. No Performance Rights were granted to Non-Executive Directors. The Company prohibits Non-Executive Directors entering into arrangements to limit their exposure to Incentive Options granted as part of their remuneration package. 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 KPIs 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. 18 BERKELEY ENERGIA LIMITED 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. General Where required, KMP receive superannuation contributions (or foreign equivalent), currently equal to 10.5% (2022: 10%) (increasing to 11% 1 July 2023) 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. 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 2023 Directors Ian Middlemas Robert Behets(1) Francisco Bellón(2) Adam Parker Other KMP Dylan Browne(3) Total Salary & Fees $ Cash Incentive $ 45,000 264,524 347,982 60,000 - 717,506 - - - - - - - - Other Non- Cash Benefits (4) Post Employ- ment Benefits (5 $ - - $ 4,725 4,276 56,169 25,476 Non-Cash Share- Based Payments (6) $ - 13,081 16,351 Total $ 49,725 281,881 445,978 3,475 - 63,475 Percentage of Total Remunerat- ion that Consists of Options % Percent- age Perform- ance Related % - 4.6 3.7 - - 4.6 3.7 - - 4,422 4,422 100.0 100.0 56,169 37,952 33,854 845,481 Notes: (1) (2) (3) (4) (5) (6) Mr Behets has a services agreement with the Company, which provides for a consultancy fee at the rate of $1,200 per day for management and technical services provided by Mr Behets. Mr Bellón was appointed as an Executive Director of the Company on 1 July 2022. Mr Bellón has been the Company’s Chief Operations Officer since 2017. Mr Browne provided services as the Company Secretary through a services agreement with Apollo Group Pty Ltd (“Apollo Group”). During the year, Apollo Group was paid or is payable A$348,000 for the provision of serviced office facilities and administrative, accounting, company secretarial and transaction services to the Group. Other Non-Cash Benefits includes payments made for housing and car benefits. Contains statutory superannuation and social security. Share-based payments are measured for by using a Black-Scholes option pricing valuation method and are expensed over the vesting period of the Incentive Options on issue. ANNUAL REPORT 2023 19 DIRECTORS’ REPORT 30 JUNE 2023 (Continued) REMUNERATION REPORT (AUDITED) (Continued) KMP Remuneration (Continued) Short-term Benefits 2022 Directors Ian Middlemas Robert Behets(1) Francisco Bellón(2) Adam Parker Deepankar Panigrahi(3) Other KMP Dylan Browne(4) Total Salary & Fees $ Cash Incentive $ 45,600 238,909 301,216 60,000 11,250 - 656,975 - - - - - - - Non-Cash Share- Based Payments (7) $ - - - - Other Non- Cash Benefits (5) Post Employ- ment Benefits (6) $ - - $ 4,560 4,091 - - - 2,250 - - 56,827 24,008 17,534 Percentage of Total Remunerat- ion that Consists of Options % Percent- age Perform- ance Related % - - 4.4 - - - - - - - - Total $ 50,160 243,000 399,585 62,250 11,250 56,827 34,909 23,671 772,382 6,137 6,137 100.0 Notes: (1) (2) (3) (4) (5) (6) (7) Mr Behets has a services agreement with the Company, which provides for a consultancy fee at the rate of $1,200 per day for management and technical services provided by Mr Behets. Mr Bellón was appointed as an Executive Director of the Company on 1 July 2022. Mr Bellón has been the Company’s Chief Operations Officer since 2017. Mr Panigahi resigned effective 26 October 2021. Mr Browne provided services as the Company Secretary through a services agreement with Apollo Group Pty Ltd (“Apollo Group”). During the year, Apollo Group was paid or is payable A$240,000 for the provision of serviced office facilities and administrative, accounting, company secretarial and transaction services to the Group Other Non-Cash Benefits includes payments made for housing and car benefits. Contains statutory superannuation and social security. Share-based payments are measured for by using a Black-Scholes option pricing valuation method and are expensed over the vesting period of the Incentive Options on issue. Incentive Options Granted to KMP Details of the value of Incentive Options granted or lapsed for KMP of the Group during the year ended 30 June 2023 are as follows: No. of options granted No. of options vested No. of options lapsed Value of options lapsed $ Value of options granted 2023 Directors Robert Behets Francisco Bellón KMP 2,000,000 2,500,000 - - - (1,000,000) (1,000,000) (47,106) (47,106) 856,416 1,070,520 (350,000) (16,487) 289,485 Dylan Browne 1,000,000 Note: (1) Values determined at the grant date per AASB 2. For details on the valuation of Incentive Options, including models and assumptions used, please refer to Note 18 of the financial statements. 20 BERKELEY ENERGIA LIMITED Security Grant Date Expiry Date Vesting Date Exercise Price $ Fair Value $ Number Granted 2023 Directors Robert Behets Options 19 Jul 2023(2) 30 Jun 2026 30 Jun 2026 Francisco Bellón Options 19 Jul 2023(2) 30 Jun 2026 30 Jun 2026 0.650 0.650 0.428 2,000,000 0.428 2,500,000 KMP Dylan Browne Options 14 Jun 2023 30 Jun 2026 30 Jun 2026 0.650 0.290 1,000,000 Note: (1) (2) For details on the valuation of Incentive Options, including models and assumptions used, please refer to Note 18 of the financial statements. Incentive Options issued to Directors following shareholder approval on 19 July 2023, following agreement to issue Incentive Options on 14 June 2023. There were no Incentive Options exercised by any KMP of the Group during the financial year. Employment Contracts with Directors and KMP Current Directors Mr Ian Middlemas, 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 Robert Behets, Non-Executive Director (Acting Managing Director), has a letter of appointment dated 29 June 2015 confirming the terms and conditions of his appointment. Effective 1 July 2017, Mr Behets has received a fee of $45,000 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 two months’ notice. Mr Francisco Bellón, has a letter of appointment confirming the terms and conditions of his appointment as an executive director of the Company dated 24 June 2022. Mr Bellón was appointed as an executive director of the Company effective 1 July 2022. Mr Bellón received a fixed remuneration component of €220,000 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 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). Mr Adam Parker, Non-Executive Director, has a letter of appointment with Berkeley dated 5 June 2017 confirming the terms and conditions of his appointment. Effective from 28 August 2017, Mr Parker receives a fee of $45,000 per annum for his Board duties and $15,000 for chairing the Remcom. Equity instruments held by Key Management Personnel Incentive Option holdings of KMP Held at 1 July 2022 Granted as Compen- sation Vested securities exercised Expired/ Lapsed Held at 30 June 2023 Vested and exerciseable at 30 June 2023 2023 Directors Ian Middlemas Robert Behets - - 2,000,000 2,000,000 Francisco Bellón(1) 2,000,000 2,500,000 Adam Parker Other KMP Dylan Browne - - 700,000 1,000,000 - - - - - - - - (1,000,000) 3,000,000 1,000,000 (1,000,000) 3,500,000 1,000,000 - - (350,000) 1,350,000 350,000 Notes: (1) Appointed as an Executive Director of the Company on 1 July 2022. Mr Bellón has been the Company’s Chief Operations Officer since 2017. ANNUAL REPORT 2023 21 DIRECTORS’ REPORT 30 JUNE 2023 (Continued) REMUNERATION REPORT (AUDITED) (Continued) Equity instruments held by Key Management Personnel (Continued) Shareholdings of KMP 2023 Directors Ian Middlemas Robert Behets Francisco Bellón(1) Adam Parker Other KMP Dylan Browne Held at 1 July 2022 Granted as Compensation Options exercised/Rights converted On market purchase/(sale) Held at 30 June 2023 12,100,000 2,490,000 1,150,000 300,000 - - - - - - - - - - - - - - - - 12,100,000 2,490,000 1,150,000 300,000 - Notes: (1) Appointed as an Executive Director of the Company on 1 July 2022. Mr Bellón has been the Company’s Chief Operations Officer since 2017. End of Remuneration Report. AUDITOR’S AND OFFICERS' INDEMNITIES AND INSURANCE Under the Constitution the Company is obliged, to the extent permitted by law, to indemnify an officer (including Directors) of the Company against liabilities incurred by the officer in that capacity, against costs and expenses incurred by the officer in successfully defending civil or criminal proceedings, and against any liability which arises out of conduct not involving a lack of good faith. During the financial year, the Company has paid an insurance premium to insure Directors and officers of the Company against certain liabilities arising out of their conduct while acting as a Director or Officer of the Company. 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, $63,346 (2022: $80,747) 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 2001 (“Corporations Act”). ROUNDING The amounts contained in the financial report have been rounded to the nearest $1,000 (where rounding is applicable) where noted ($000) under the option available to the Company under ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191. The Company is an entity to which this legislative instrument applies. 22 BERKELEY ENERGIA LIMITED AUDITOR'S INDEPENDENCE DECLARATION The auditor's independence declaration is on page 55 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. For and on behalf of the Directors ROBERT BEHETS Director 25 August 2023 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. ANNUAL REPORT 2023 23 CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2023 Note 2023 $000 2022 $000 Interest income Exploration and evaluation expenses Business development expenses Corporate and administration expenses Prospectus preparation costs Share-based payment (expenses)/reversal Fair value movement on financial liabilities Foreign exchange movements (Loss)/profit before income tax Income tax benefit/(expense) (Loss)/profit after income tax 2 18 3 5 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 loss, net of income tax Total comprehensive attributable to Members of Berkeley Energia Limited (loss)/income for the year 1,054 (3,373) (252) (1,383) (405) (409) 429 2,966 (1,373) - (1,373) 32 (3,792) (124) (1,210) - 101 64,720 5,311 65,038 - 65,038 647 647 (514) (514) (726) 64,524 Basic and diluted (loss)/earnings per share (cents per share) 21 (0.31) 14.59 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 FINANCIAL POSITION AS AT 30 JUNE 2023 Note 2023 $000 2022 $000 ASSETS Current Assets Cash and cash equivalents Other receivables Total Current Assets Non-current Assets Property, plant and equipment Other financial assets Total Non-current Assets TOTAL ASSETS LIABILITIES Current Liabilities Trade and other payables Financial liabilities Other liabilities Total Current Liabilities TOTAL LIABILITIES NET ASSETS EQUITY Equity attributable to equity holders of the Company Issued capital Reserves Accumulated losses TOTAL EQUITY 22 6 8 9 10 11 12 13 14 78,776 880 79,656 9,594 107 9,701 89,357 1,221 248 572 2,041 2,041 79,943 977 80,920 8,872 97 8,969 89,889 1,005 669 582 2,256 2,256 87,316 87,633 206,404 (1,268) (117,820) 87,316 206,404 (2,187) (116,584) 87,633 The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying Notes ANNUAL REPORT 2023 25 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2023 As at 1 July 2022 Total comprehensive profit/(loss) for the period: Net (loss) for the year Other Comprehensive Income: Exchange differences arising on translation of foreign operations Total comprehensive profit/(loss) Expiry of Incentive Options Share-based payments expense As at 30 June 2023 As at 1 July 2021 Total comprehensive profit/(loss) for the period: Net profit/(loss) for the year Other Comprehensive Income: Exchange differences arising on translation of foreign operations Total comprehensive profit/(loss) Issue of ordinary shares Share issue costs Lapse of Performance Rights Share-based payments expense As at 30 June 2022 Issued Capital $000 206,404 - - - - - 206,404 169,862 - - - 36,635 (93) - - 206,404 Share- Based Payments Reserve $000 Foreign Currency Translation Reserve $000 Accumulated Losses Total Equity 341 (2,528) (116,584) $000 $000 87,633 - - - (137) 409 613 442 - - - - - (148) 47 341 - (1,373) (1,373) 647 647 - - - (1,373) 137 - 647 (726) - 409 (1,881) (117,820) 87,316 (2,014) (181,622) (13,332) - 65,038 65,038 (514) (514) - - - - - (514) 65,038 - - - - 64,524 36,635 (93) (148) 47 (2,528) (116,584) 87,633 The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying Notes 26 BERKELEY ENERGIA LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2023 Note 2023 $000 2022 $000 Cash flows from operating activities Payments to suppliers and employees Interest received Net cash outflow from operating activities 22(a) Cash flows from financing activities Transaction costs from issue of securities Net cash outflow from financing activities Net decrease in cash and cash equivalents held Cash and cash equivalents at the beginning of the financial year Effects of exchange rate changes on cash and cash equivalents Cash and cash equivalents at the end of the financial year 22(b) (5,193) 1,054 (4,139) - - (4,139) 79,943 2,972 78,776 (5,823) 32 (5,791) (93) (93) (5,884) 79,066 6,761 79,943 The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying Notes ANNUAL REPORT 2023 27 NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023 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 2023 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 (“ASX”), the Main Board of the London Stock Exchange (“LSE”) and the Madrid, Barcelona, Bilboa and Valencia Stock Exchanges (together the “Spanish Stock Exchanges”). The financial report of the Company for the year ended 30 June 2023 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, except for certain financial liabilities which have been measured at fair value. 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 International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. In the current period, the Group has adopted all of the new and revised Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (the AASB) that are relevant to its operations and effective for the current annual reporting period. The adoption of these new and revised Standards or Interpretations has had an immaterial impact (if any) on the Group. Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted. 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 2023. Those which may be relevant to the Group are set out in the table below, but these are not expected to have any significant impact on the Group's financial statements as detailed below. Standard/Interpretation Application date of standard Application date for Group AASB 2020-6 Amendments to Australian Accounting Standards – Classification of Liabilities as Current or Non-Current – Deferral of Effective Date 1 January 2022 1 July 2023 AASB 2021-2 Amendments to Australian Accounting Standards – Disclosure of Accounting Policies and Definition of Accounting Estimates 1 January 2023 1 July 2023 AASB 2021-5 Amendments to Australian Accounting Standards – Deferred Tax related to Assets and Liabilities arising from a Single Transaction 1 January 2023 1 July 2023 AASB 2023-2 Amendments to AASs – International Tax Reform Pillar Two Model Rules 29 23 May 2023 1 July 2023 AASB 2020-1 Amendments to Australian Accounting Standards – Classification of Liabilities as Current or Non-Current 1 January 2024 1 July 2024 AASB 2021-7(a-c) Amendments to Australian Accounting Standards – Effective Date of Amendments to AASB 10 and AASB 128 and Editorial Corrections 1 January 2025 1 July 2025 28 BERKELEY ENERGIA LIMITED (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 Note 16 to 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. (d) Business Combinations The acquisition 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) Revenue Recognition Interest revenue is recognised as it accrues, taking into account the effective yield on the financial asset. (f) Foreign Currency Translation Both the functional and presentation currency of Berkeley at 30 June 2023 was Australian Dollars. The following table sets out the functional currency of the subsidiaries (unless dormant) of the Group: Company Name Berkeley Exploration Limited Berkeley Minera Espana, S.L.U Exploración De Recursos Minerales, S.L.U (previously Berkeley Exploration España) Functional Currency 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. ANNUAL REPORT 2023 29 NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023 (Continued) 1. (f) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Foreign Currency Translation (Continued) 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 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. 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. 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. (g) 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. (h) 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. 30 BERKELEY ENERGIA LIMITED (i) Impairment of Non-Current Assets The Group assesses at each reporting date whether there is an indication that a non-current 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 dispose 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. The increased 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. (j) Trade and Other Receivables Trade receivables are recognised and carried at original invoice amount less any Expected Credit Loss (“ECL”). Receivables from related parties are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less an allowance for expected credit losses and are interest free. (k) (i) Financial Assets Initial recognition and measurement Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value through other comprehensive income (“OCI”), and fair value through profit or loss. The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and the Group’s business model for managing them. The Group initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, less transaction costs. (ii) Subsequent measurement For purposes of subsequent measurement, financial assets are classified in four categories: • Financial assets at amortised cost (relevant to the Group); • • • • Financial assets at fair value through OCI with recycling of cumulative gains and losses (not relevant to the Group); Financial assets designated at fair value through OCI with no recycling of cumulative gains and losses upon derecognition (equity instruments – not relevant to the Group); and Financial assets at fair value through profit or loss (relevant to the Group). Financial assets at amortised cost (debt instruments) The Group measures financial assets at amortised cost if both of the following conditions are met: • The financial asset is held within a business model with the objective to hold financial assets in order to collect contractual cash flows; and • The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Financial assets at amortised cost are subsequently measured using the effective interest rate (“EIR”) method and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired. ANNUAL REPORT 2023 31 NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023 (Continued) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) (k) Financial Assets (Continued) The Group’s financial assets at amortised cost includes GST and other taxes receivables, interest receivable and security deposits. Impairment The Group recognises an allowance for ECLs for all debt instruments not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original EIR. ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL). For receivables due in less than 12 months, the Group recognises a loss allowance based on the financial asset’s lifetime ECL at each reporting date. Given the nature of financial assets held by the Group, it considers a financial asset to be in default when internal or external information indicates that the Group is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Group. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows. At each reporting date, the Group assesses whether financial assets carried at amortised cost are credit impaired. A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. (l) Property, Plant and Equipment Property, 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. Property, plant and equipment is depreciated on a reducing balance or straight line basis at rates based upon the individual assets effective useful life as follows: Plant and equipment Property (buildings) Life 2 - 13 years 50 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. (m) 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. Payables are carried at amortised cost. 32 BERKELEY ENERGIA LIMITED (n) (i) Financial liabilities Initial recognition and measurement Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings or payables. All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs. The Group’s financial liabilities include trade and other payables and financial instruments. (ii) Subsequent measurement The measurement of financial liabilities depends on their classification, as described below: Financial liabilities at fair value through profit or loss Financial liabilities at fair value through profit or loss include financial liabilities held for trading, derivative liabilities and financial liabilities designated upon initial recognition as at fair value through profit or loss. Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. Gains or losses on liabilities held for trading are recognised in the statement of profit or loss. Financial liabilities designated upon initial recognition at fair value through profit or loss are designated at the initial date of recognition, and only if the criteria in AASB 9 are satisfied. The Group has designated the unlisted options (and in prior years the convertible note) as a financial liability at fair value through profit or loss. Financial liabilities at amortised cost (loans and borrowings) After initial recognition, loans and borrowings are subsequently measured at amortised cost using the EIR method. Gains and losses are then recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process. Amortised cost is calculated by taking into account any discount or premium on initial recognition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit or loss. (iii) Derecognition A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another liability on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss. (o) Employee 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 personal leave are recognised when the leave is taken and measured at the rates paid or payable. Employee benefits payable later than 12 months have been measured using the projected unit credit valuation method. (p) 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. (q) 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. ANNUAL REPORT 2023 33 NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023 (Continued) 1. (r) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Earnings per Share (EPS) Basic earnings per share is calculated by dividing the profit or loss attributable to equity holders of the Company, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the year, adjusted for bonus elements in ordinary shares issued during the year. Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares. (s) Exploration and Evaluation Expenditure Expenditure on exploration and evaluation is accounted for in accordance with the 'area of interest' method. Exploration and evaluation expenditure encompasses expenditures incurred by the Group in connection with the exploration for and evaluation of mineral resources before the technical feasibility and commercial viability of extracting a mineral resource are demonstrable. 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 and are recorded as an asset if: (i) (ii) the rights to tenure of the area of interest are current; and at least one of the following conditions is also met: • the exploration and evaluation expenditures are expected to be recouped through successful development and exploitation of the area of interest, or alternatively, by its sale; and exploration and evaluation activities in the area of interest have not at the reporting date reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in, or in relation to, the area of interest are continuing. • Exploration and evaluation expenditure incurred by the group subsequent to the acquisition of the rights to explore is expensed as incurred, up to until a decision to develop or mine is made. 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 impairment 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 derecognised and any remaining balance charged against profit or loss. When a decision is made to proceed with development, the accumulated exploration and evaluation asset will be tested for impairment and transferred to development properties, and then amortised over the life of the reserves associated with the area of interest once mining operations have commenced. 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. Impairment Capitalised exploration costs are reviewed each reporting date to establish whether an indication of impairment exists. If any such indication exists, the recoverable amount of the capitalised exploration costs is estimated to determine the extent of the impairment loss (if any). Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in previous years. (t) Goods and Services Tax (“GST”) 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. 34 BERKELEY ENERGIA LIMITED (t) Goods and Services Tax (“GST”) (Continued) 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. (u) (i) Share Based Payments 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 an appropriate method (e.g. binomial model or Black-Scholes option pricing model). In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions linked to the price of the shares of Berkeley (market conditions) if applicable. The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (the vesting period). The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects (i) the extent to which the vesting period has expired and (ii) the Group's best estimate of the number of equity instruments that will ultimately vest. No adjustment is made for the likelihood of market performance conditions being met as the effect of these conditions is included in the determination of fair value at grant date. The income statement charge or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that period. No expense is recognised for awards that do not ultimately vest, except for awards where vesting is only conditional upon a market condition. If the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any modification that increases the total fair value of the share-based payment arrangement, or is otherwise beneficial to the employee, as measured at the date of modification. If an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award and designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were a modification of the original award, as described in the previous paragraph. The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of earnings per share. (v) 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 a provision is presented in the statement of profit or loss net of any reimbursement. Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the reporting date. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost. ANNUAL REPORT 2023 35 NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023 (Continued) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) (w) Significant Accounting Judgements, Estimates and Assumptions The preparation of the financial report requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. In particular, information about significant areas of estimation uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amount recognised in the financial statements are described in the following notes. Exploration and Evaluation Assets (Note 7) – the Group’s accounting policy for exploration and evaluation assets is set out in Note 1(s). The application of this policy requires management to make certain judgements and estimates as to future events and circumstances, in particular, the assessment of whether economic quantities of reserves have been found and the point at which exploration and evaluation assets should be transferred to mine development properties. The determination of an area of interest also requires judgement. Accounting for derivative financial liabilities (Note 11) – Estimating fair value for financial liabilities requires the determination of the most appropriate valuation model and the determination of the most appropriate inputs to the valuation model. The assumptions used for estimating the fair value of the financial liabilities are disclosed in Note 11. Share-Based Payments (Note 18) - The Group initially measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instrument at the date at which they are granted. Estimating fair value for share-based payment transactions requires the determination of the most appropriate valuation model. This estimate also requires the determination of the most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield. The assumption and models used for estimating the fair value for share-based payment transactions are disclosed in Note 18. Functional currency of foreign operations (Note 1(f)) - determination of the functional currency of foreign subsidiaries requires judgement regarding the primary currency of labour, material and exploration spend in that subsidiary. 36 BERKELEY ENERGIA LIMITED 2. REVENUE Interest income Notes 2023 $000 1,054 1,054 2022 $000 32 32 3. FAIR VALUE MOVEMENTS Fair value movement on financial liabilities through profit and loss 11(b) 429 64,720 4. EXPENSES Profit/(Loss) from ordinary activities before income tax expense includes the following specific expenses: (a) Expenses Depreciation and amortisation - Plant and equipment - Lease amortisation (b) Employee Benefits Expense Salaries, wages and fees Defined contribution/Social Security Share-based (payments)/reversal (refer Note 18(a)) Total Employee Benefits Expense 2023 $000 2022 $000 - - - (1,321) (220) (409) (1,950) (13) (81) (94) (1,723) (274) 101 (1,896) ANNUAL REPORT 2023 37 NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023 (Continued) 2023 $000 2022 $000 5. (a) INCOME TAX EXPENSE Recognised in the Income Statement Current income tax Current income tax expense in respect of the year Deferred income tax Relating to origination and reversal of temporary differences Income tax reported in the income statement (b) Reconciliation Between Tax Expense and Accounting Profit/(Loss) Before Income Tax Accounting (loss)/profit before income tax At the domestic income tax rate of 30% (2022: 30%) Expenditure not allowable for income tax purposes Income not assessable for income tax purposes Effect of increase in tax rate Temporary differences previously not brought to account Temporary differences not brought to account Income tax (benefit)/expense reported in the income statement c) Deferred Income Tax Deferred income tax relates to the following: Deferred Tax Liabilities Accrued interest Unrealised foreign exchange Deferred tax assets used to offset deferred tax liabilities Deferred Tax Assets Accrued expenditure Capital allowances Tax losses available to offset against future taxable income Deferred tax assets used to offset deferred tax liabilities Deferred tax assets not brought to account - - - (1,373) (412) 88 - - (947) 1,271 - - 1,761 (1,761) - 27 18,364 12,956 (1,761) (29,586) - - - - 65,038 19,511 - (18,216) (3,653) (2,215) 4,573 - 925 (925) - 17 17,344 11,879 (925) (28,315) - 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. (c) Tax Consolidations As Berkeley Energia Limited is the only Australian company in the Group, tax consolidation is not applicable. 38 BERKELEY ENERGIA LIMITED 6. CURRENT ASSETS – OTHER RECEIVABLES GST and other taxes receivable Other 7. NON-CURRENT ASSETS – EXPLORATION EXPENDITURE The Group has mineral exploration costs carried forward in respect of areas of interest(1)(2): Areas in exploration at cost Impairment provision 2023 $000 584 296 880 2023 $000 2022 $000 763 214 977 2022 $000 8,206 (8,206) - 8,206 (8,206) - Notes: (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$8.994m) was previously capitalised in respect of 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. The Group’s accounting policy is to account for contingent consideration on asset acquisitions as contingent liabilities. (2) In June 2016, the Company completed an upfront royalty sale. 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) which was deducted from exploration expenditure. ANNUAL REPORT 2023 39 NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023 (Continued) 8. NON-CURRENT ASSETS – PROPERTY, PLANT AND EQUIPMENT Carrying amount at 1 July 2022 Foreign exchange differences Carrying amount at 30 June 2023 - at cost - accumulated depreciation, amortisation and impairment Carrying amount at 1 July 2021 Depreciation and amortisation Foreign exchange differences Carrying amount at 30 June 2022 - at cost - accumulated depreciation, amortisation and impairment Land and Buildings Plant and equipment Right-of- use assets $000 8,872 722 9,594 10,720 (1,848) 9,276 - (404) 8,872 10,720 (1,848) $000 $000 - - - 3,225 (3,225) 13 (13) - - 3,225 (3,225) - - - - - 81 (81) - - 407 (407) 9. NON-CURRENT ASSETS – OTHER FINANCIAL ASSETS Security bonds 10. CURRENT LIABILITIES – TRADE AND OTHER PAYABLES 2023 $000 107 Total $000 8,872 722 9,594 13,945 (5,073) 9,370 (94) (404) 8,872 14,352 (5,480) 2022 $000 97 Trade creditors 1,221 1,005 All trade and other payables are current. There are no overdue amounts. Trade creditors are non-interest bearing and settled on 30-day terms. Accrued expenses are non-interest bearing and have an average term of six months. 11. FINANCIAL LIABILITIES (a) Financial liabilities at fair value through profit and loss Unlisted Options(1) 2023 $000 2022 $000 248 248 669 669 40 BERKELEY ENERGIA LIMITED Consolidated 30 June 2022 Consolidated 30 June 2023 Opening Balance $000 Fair Value Change $000 Foreign Exchange Loss $000 (b) Reconciliation Unlisted Options(1) Total fair value 669 669 (429) (429) 8 8 Consolidated 30 June 2021 Restated Total $000 248 248 Consolidated 30 June 2022 Opening Balance $000 Fair Value Change $000 Foreign Exchange Loss/(Gain) $000 Automatic conversion Total $000 Convertible Note Unlisted Options Total fair value 96,393 4,585 100,978 (60,789) (3,931) (64,720) 1,031 15 1,046 (36,635)(1) - (36,635) - 669 669 Note: (1) On 30 November 2017, the Company issued an unsecured convertible note and the Unlisted Options. Both instruments were accounted for as financial liabilities at fair value through profit and loss. On 30 November 2021, the Company issued 186,814,815 fully paid ordinary shares in the capital of the Company following the automatic conversion of the convertible note in accordance with the terms of the convertible note. Refer to note 13(b) for further disclosure. (c) Fair Value Estimation The fair value of the unlisted options was determined using a binomial option pricing model. The fair value movement of the unlisted options has been recognised in the Statement of Profit and Loss. Fair value measurements are Level 2 valuation in the fair value hierarchy. The reporting date fair values of the unlisted options were estimated using the following assumptions: 30 June 2023 Exercise price Valuation date share price Dividend yield(1) Volatility(2) Risk-free interest rate Number of Options Estimated Expiry date Fair value (£) Fair value ($) Tranche 3 £1.000 £0.350 - 90% 5.30% 25,221,562 30 Nov 2023 0.005 0.010 Notes (1) (2) The dividend yield reflects the assumption that the current dividend payout will remain unchanged. The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may not necessarily be the actual outcome. ANNUAL REPORT 2023 41 NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023 (Continued) 11. (c) FINANCIAL LIABILITIES (Continued) Fair Value Estimation (Continued) 30 June 2022 Exercise price Valuation date share price Dividend yield(1) Volatility(2) Risk-free interest rate Number of Options Estimated Expiry date Fair value (£) Fair value ($) Tranche 1 Tranche 2 Tranche 3 £0.600 £0.201 - 85% 1.83% 10,088,625 30 Nov 2022 0.002 0.003 £0.750 £0.201 - 85% 1.83% 15,132,973 31 May 2023 0.007 0.012 £1.000 £0.201 - 85% 1.90% 25,221,562 30 Nov 2023 0.010 0.018 Notes (1) (2) The dividend yield reflects the assumption that the current dividend payout will remain unchanged. The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may not necessarily be the actual outcome. Historical volatility is deemed to be the only unquoted input used in the fair value measurements of the unlisted options. The higher the volatility, the higher is the fair value of the option moves due to the increased uncertainty. A 10% (2022: 10%) increase (decrease) in the historical volatility would increase in the fair value of the options by $171,000 (2022: $425,000) while a 10% decrease of the historical volatility increase the fair value of options by $122,000 (2022: increase of $304,000). 12. CURRENT LIABILITIES – OTHER LIABILITIES Provisions(1) 2023 $000 572 572 Note: (1) Reforestation provision to plant 30,000 young oak trees as part of the environmental licence at the project. 2023 $000 2022 $000 582 582 2022 $000 13. ISSUED CAPITAL (a) Issued and Paid up Capital 445,797,000 (2022: 445,797,000) fully paid ordinary shares 206,404 206,404 (b) Movements in Ordinary Share Capital During the Past Two Years: Date 1 Jul 22 Details Opening Balance 30 Jun 23 Closing Balance 1 Jul 21 Opening Balance 30 Nov 21 Automatic Conversion of Convertible Note (Note 11(b)) Jul 21 to Jun 22 Share issue costs 30 Jun 22 Closing Balance Number of Shares ‘000 445,797 445,797 258,982 186,815 - $000 206,404 206,404 169,862 36,635 (93) 445,797 206,404 42 BERKELEY ENERGIA LIMITED (c) (i) Terms and conditions of Ordinary Shares 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 shares or class of shares of the Company, each member of the Company is entitled to receive notice of, attend and vote at a general meeting. Resolutions of members will be decided by a poll. On a poll each eligible member has one vote for each fully paid share held and a fraction of a vote for each partly paid share determined by the amount paid up on that share. (iv) Variation of Shares and Rights Attaching to Shares Shares may be converted or cancelled with member approval and the Company's share capital may be reduced in accordance with the requirements of the Corporations Act. Class rights attaching to a particular class of shares may be varied or cancelled with the consent in writing of holders of 75% of the shares in that class or by a special resolution of the holders of shares in that class. (v) Unmarketable Parcels The Company may procure the disposal of Shares where the member holds less than a marketable parcel of Shares within the meaning of the Listing Rules (being a parcel of shares with a market value of less than $500). To invoke this procedure, the Directors must first give notice to the relevant member holding less than a marketable parcel of Shares, who may then elect not to have his or her Shares sold by notifying the Directors. (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. 14. RESERVES Share-based payments reserve Foreign currency translation reserve (a) Nature and Purpose of Reserves Share-based payments reserve Note 14(b) 2023 $000 613 (1,881) (1,268) 2022 $000 341 (2,528) (2,187) 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(f). The reserve is recognised in profit and loss when the net investment is disposed of. ANNUAL REPORT 2023 43 NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023 (Continued) 14. (b) RESERVES (Continued) Movements in Incentive Options and Performance Rights during the Past Two Years: Date 1 Jul 22 Details Opening Balance 31 Dec 22 Expiry of vested Incentive Options Various Issue of Incentive Options Jul 22 to Jun 23 Share-based payments expense 30 Jun 23 Closing Balance 1 Jul 21 Opening Balance 31 Dec 21 Lapse of unvested Performance Rights Jul 21 to Jun 22 Share-based payments expense 30 Jun 22 Closing Balance (c) Terms and conditions of Incentive Options Number of Incentive Options ‘000 Number of Performance Rights ‘000 6,600 (2,900) 7,700 - 11,400 6,600 - - 6,600 - - - - - 200 (200) - - $000 341 (137) - 409 613 442 (148) 47 341 Incentive Options granted as share-based payments have the following terms and conditions: • Each Incentive Option entitles the holder to the right to subscribe for one Share upon the exercise of each Incentive Option; • • • • • • The Incentive Options granted as share-based payments at the end of the financial year have the following exercise prices and expiry dates: • • • 3,700,000 Incentive Options exercisable at $0.40 each on or before 31 December 2023; 2,000,000 Incentive Options exercisable at $0.40 each on or before 31 December 2025; and 5,700,000 Incentive Options exercisable at $0.65 each on or before 30 June 2026 (vesting upon the award of the Construction Authorisation (NSC II) by MITECO at the Salamanca Project). The Incentive Options are exercisable at any time prior to the expiry date, subject to vesting conditions being satisfied (if applicable); Shares issued on exercise of the Incentive Options rank equally with the then Shares of the Company; Application will be made by the Company to ASX for official quotation of the Shares issued upon the exercise of the Incentive Options; If there is any reconstruction of the issued share capital of the Company, the rights of the Incentive Option holders may be varied to comply with the ASX Listing Rules which apply to the reconstruction at the time of the reconstruction; and No application for quotation of the Incentive Options will be made by the Company. 44 BERKELEY ENERGIA LIMITED 15. PARENT ENTITY INFORMATION Current assets Total assets Current liabilities Total liabilities Net Assets/(Liabilities) Issued Capital Reserves Accumulated losses Total equity Profit/(Loss) of the parent entity Total comprehensive Profit/(Loss) of the parent entity 2023 $000 78,546 78,546 529 529 78,017 206,404 613 (129,000) 78,017 (1,145) (1,145) 2022 $000 79,768 79,775 1,017 1,017 78,758 206,404 341 (127,987) 78,758 61,575 61,575 The Parent Company had no guarantees, commitments or contingencies at 30 June 2023 other than as disclosed elsewhere in this report (2022: None). 16. (a) RELATED PARTY DISCLOSURES Subsidiaries The consolidated financial statements include the financial statements of the Company and the subsidiaries listed in the following table: Name of Controlled Entity Place of Incorporation Equity Interest Berkeley Exploration Ltd Berkeley Minera Espana S.L.U Exploración de Recursos Minerales S.L.U (previously Berkeley Exploration Espana S.L.U) (b) Ultimate Parent Berkeley Energia Limited is the ultimate parent of the Group. (c) Key Management Personnel UK Spain Spain Details relating to KMP, including remuneration paid, are included at Note 17. (d) Transactions with Related Parties in the Consolidated Group 2023 % 100 100 100 2022 % 100 100 100 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. ANNUAL REPORT 2023 45 NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023 (Continued) 17. (a) KEY MANAGEMENT PERSONNEL Details of Key Management Personnel The KMP of the Group during or since the end of the financial year were as follows: Directors Ian Middlemas Robert Behets Francisco Bellón Adam Parker Other KMP Dylan Browne Chairman Non-Executive Director (Acting Managing Director) Executive Director (appointed 1 July 2022) Non-Executive Director Company Secretary There were no other KMP of the Company or the Group. Unless otherwise disclosed, the KMP held their position from 1 July 2022 to 30 June 2023. (b) Key Management Personnel Compensation Short-term benefits Post-employment benefits Share-based payments 18. (a) SHARE-BASED PAYMENTS Recognised Share-Based Payment Expense Net expense arising from equity-settled share-based payment transactions (incentive securities) Lapse of unvested performance rights Total share-based (payments)/reversal recognised during the year 2023 $ (773,675) (37,952) (33,854) (845,481) 2023 $000 (409) - (409) 2022 $ (713,802) (34,909) (23,671) (772,382) 2022 $000 (47) 148 101 (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 (2022: nil): Options 2023 Series Series 1 Series 2 Series 3 Number Grant Date Issue Date Expiry Date Exercise Price per Option $ Fair Value $ 2,000,000 23 Nov 2022 23 Nov 2022 31 Dec 2025 1,200,000 14 Jun 2023 14 Jun 2023 30 Jun 2026 4,500,000 19 Jul 2023(1) 14 Jun 2023(1) 30 Jun 2026 0.400 0.650 0.650 0.187 0.290 0.428 Note: (1) Incentive Options issued to Directors following shareholder approval on 19 July 2023, following agreement to issue Incentive Options on 14 June 2023. 46 BERKELEY ENERGIA LIMITED The following table illustrates the number and weighted average exercise prices (“WAEP”) of Incentive Options issued as share-based payments at the beginning and end of the financial year: Options Outstanding at beginning of year Granted during the year Expired during the year Outstanding at end of year 2023 ‘000 6,600 7,700 (2,900) 11,400 2023 WAEP $0.378 $0.585 $0.350 $0.525 2022 ‘000 6,600 - - 2022 WAEP $0.378 - - 6,600 $0.378 The outstanding balance of Incentive Options as at 30 June 2023 is represented by: • • • 3,700,000 Incentive Options exercisable at $0.40 each on or before 31 December 2023; 2,000,000 Incentive Options exercisable at $0.40 each on or before 31 December 2025; and 5,700,000 Incentive Options exercisable at $0.65 each on or before 30 June 2026 (vesting upon the award of the Construction Authorisation (NSC II) by MITECO at the Salamanca Project). The following table illustrates the number and WAEP of Performance Rights issued as share-based payments at the beginning and end of the financial year: Performance/share Rights Outstanding at beginning of year Lapsed during the year Cancelled during the year Converted during the year Outstanding at end of year 2023 ‘000 2023 WAEP - - - - - - - - - - 2022 ‘000 200 (200) - - - 2022 WAEP - - - - - No Performance Rights were granted as share-based payments during the last two years. (c) Weighted Average Remaining Contractual Life At 30 June 2023, the weighted average remaining contractual life for Incentive Options on issue that had been granted as share-based payments was 2.10 years (2022: 1.06 years). (d) Range of Exercise Prices At 30 June 2023 and 2022, the range of exercise prices for Incentive Options on issue that had been granted as share-based payments was $0.40 and $0.65. (e) Weighted Average Fair Value There were 7,700,000 Incentive Options granted as share-based payments during the year ended 30 June 2023 (30 June 2022: nil). The weighted average fair value of Incentive Options granted as share-based payments during the year ended 30 June 2023 was $0.4013. (f) Option Pricing Model The fair value of the equity-settled Incentive Options granted is estimated as at the date of grant using the Black- Scholes option valuation model taking into account the terms and conditions upon which the Incentive Options are granted. 7,700,000 Incentive Options were granted as share-based payments in the financial year ended 30 June 2023 (2022: nil). ANNUAL REPORT 2023 47 NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023 (Continued) 18. (f) SHARE-BASED PAYMENTS (Continued) Option Pricing Model (Continued) The following table lists the inputs to the valuation models used for Incentive Options granted by the Group during the last two years (2022: nil issued): Options 2023 Inputs Exercise price (A$) Grant date share price (A$) Dividend yield(1) Volatility(2) Risk-free interest rate Grant date Expiry date Expected life of rights(3) (years) Fair value at grant date (A$) Series 1 0.400 0.325 - 95% 3.27% 23 Nov 22 31 Dec 25 3.11 0.187 Series 2 0.650 0.510 - 95% 3.92% 14 Jun 23 30 Jun 26 3.05 0.290 Series 3 0.650 0.690 - 95% 3.81% 19 Jul 23 30 Jun 26 2.95 0.428 Notes: (1) (2) (3) The dividend yield reflects the assumption that the current dividend payout will remain unchanged. The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may not necessarily be the actual outcome. The expected life of the Incentive Options is based on the exercise date. 19. REMUNERATION OF AUDITORS Amounts received or due and receivable by Ernst & Young Australia 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 for: - an audit or review of the financial reports of the Company - tax services in relation to the Company Total Auditors Remuneration 20. SEGMENT INFORMATION 2023 $ 2022 $ 56,580 24,000 36,375 39,346 51,032 23,500 42,196 57,247 156,301 173,975 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 corporate and administrative functions based in Australia are considered incidental to Consolidated Entity’s uranium exploration activities in Spain. The Group’s interest income is all earned in Australia. (a) Reconciliation of Non-Current Assets by geographical location Spain 2023 $000 9,594 2022 $000 8,872 48 BERKELEY ENERGIA LIMITED 21. EARNINGS PER SHARE The following reflects the income data used in the calculations of basic and diluted earnings per share: Net (loss)/profit used in calculating basic and diluted earnings per share (a) Weighted Average Number of Shares 2023 $000 (1,373) 2022 $000 65,038 The following reflects the share data used in the calculations of basic and diluted earnings per share: Number of Shares 2023 ‘000 Number of Shares 2022 ‘000 Weighted average number of ordinary shares 445,797 445,797 Weighted average number of ordinary shares to be issued upon conversion of Convertible Note Effect of dilutive securities Weighted average number of ordinary shares and potential ordinary shares used in calculating basic and diluted earnings per share - -(2) -(1) - 445,797 445,797 Notes: (1) (2) Convertible Note converted to Ordinary Shares on 30 November 2021. Please refer to Note 11 for further disclosure. At 30 June 2023, there were 36,622,000 Options (which represent 36,622,000 potential ordinary shares) which were not dilutive as they would decrease the loss per share. (b) Conversions, Calls, Subscriptions or Issues after 30 June 2023 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. 22. (a) STATEMENT OF CASH FLOWS Reconciliation of Net Profit/ (Loss) Before Income Tax Expense to Net Cash Flows from Operating Activities Net (loss)/profit before income tax expense Adjustment for income and expense items Depreciation & amortisation Share-based payments (expense)/reversal Other non-cash movements Foreign exchange movement Changes in operating assets and liabilities (Increase)/decrease in trade and other receivables Increase/(decrease) in trade and other payables Net cash outflow from operating activities Reconciliation of Cash and Cash Equivalents (b) Cash at bank and on hand Bank short term deposits 2023 $000 (1,373) - 409 (523) (2,966) 97 217 (4,139) 78,726 50 78,776 2022 $000 65,038 94 (101) (65,178) (5,311) 529 (862) (5,791) 79,893 50 79,943 ANNUAL REPORT 2023 49 NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023 (Continued) 22. (c) STATEMENT OF CASH FLOWS (Continued) Credit Standby Arrangements with Banks At balance date, the Company had no used or unused financing facilities (2022: None). (d) Non-cash Financing and Investment Activities In 2023 and 2022 no amount was recognised as a share-based payment for the issue of shares to a consultant as part of their consulting fee. Please refer to Note 18(a) for further disclosure. 23. (a) FINANCIAL INSTRUMENTS Overview The Group's principal financial instruments comprise receivables, payables, security deposits, other financial liabilities, cash and short-term deposits. The main risks arising from the Group's financial instruments are interest rate risk, equity price risk, foreign currency risk, credit risk and liquidity risk. This note presents information about the Group's exposure to each of the above risks, its objectives, policies and processes for measuring and managing risk, and the management of capital. Other than as disclosed, there have been no significant changes since the previous financial year to the exposure or management of these risks. The Group manages its exposure to key financial risks in accordance with the Group's financial risk management policy. Key risks are monitored and reviewed as circumstances change (e.g. acquisition of a new project) and policies are revised as required. The overall objective of the Group's financial risk management policy is to support the delivery of the Group's financial targets whilst protecting future financial security. Given the nature and size of the business and uncertainty as to the timing and amount of cash inflows and outflows, the Group does not enter into derivative transactions to mitigate the financial risks. In addition, the Group's policy is that no trading in financial instruments shall be undertaken for the purposes of making speculative gains. As the Group's operations change, the Directors will review this policy periodically going forward. The Board of Directors has overall responsibility for the establishment and oversight of the risk management framework. The Board reviews and agrees policies for managing the Group's financial risks as summarised below. (b) Credit Risk Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. This risk arises principally from cash and cash equivalents and trade and other receivables. There are no significant concentrations of credit risk within the Group. The carrying amount of the Group's financial assets represents the maximum credit risk exposure, as represented below: Current Assets Cash and cash equivalents Trade and other receivables Non-current Assets Other financial assets 2023 $000 78,776 880 79,656 107 107 2022 $000 79,943 977 80,920 97 97 Total 79,763 81,017 The Group does not have any significant customers and accordingly does not have any significant exposure to ECLs. Trade and other receivables are expected to be collected in full and the Group has no history of ECLs. As at 30 June 2023, other receivables comprise GST/VAT receivable, accrued interest and other miscellaneous receivables. Where possible the Group trades only with recognised, creditworthy third parties. It is the Group's policy that all customers who wish to trade on credit terms are subject to credit verification procedures. In addition, receivable balances are monitored on an ongoing basis with the result that the Group's exposure to ECLs is not significant. 50 BERKELEY ENERGIA LIMITED The Group’s receivables balance consists of GST/VAT refunds from recognised government entities with minimal credit risk. While and interest receivables and cash and cash equivalents are due and/or held with reputable financial institutions that are rated the equivalent of investment grade and above. (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 2023 and 2022, the Group has sufficient liquid assets to meet its financial obligations. The contractual maturities for cash settled financial liabilities, including estimated interest payments, are provided below. There are no netting arrangements in respect of financial liabilities. ≤ 6 months $000 6 - 12 months $000 1 - 5 years $000 ≥ 5 years $000 Total $000 2023 Financial Liabilities Trade and other payables 2022 Financial Liabilities Trade and other payables (d) Interest Rate Risk 1,221 1,221 1,005 1,005 - - - - - - - - - - - - 1,221 1,221 1,005 1,005 The Group's exposure to the risk of changes in market interest rates relates primarily to cash and cash equivalents 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 and payables are non-interest bearing. At balance date, the variable interest rate exposure of the Group's was: Interest-bearing Financial Instruments Cash at bank and on hand Bank short term deposits 2023 $000 78,726 50 78,776 2022 $000 79,893 50 79,943 The Group's cash at bank and on hand and short term deposits had a weighted average variable interest rate at year end of 3.0% (2022: 0.01%).Subsequent to the year end, the Group's cash at bank and on hand and short term deposits had the weighted average variable interest rate of 4.58%. The Group currently does not engage in any hedging or derivative transactions to manage interest rate risk. Interest rate sensitivity A sensitivity of three per cent has been selected as this is considered reasonable given the current level of both short term and long term interest rates. A 3% 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 2022. ANNUAL REPORT 2023 51 NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023 (Continued) 23. (d) FINANCIAL INSTRUMENTS (Continued) Interest Rate Risk (Continued) Profit or Loss Other Comprehensive Income 3% Increase $000 3% Decrease $000 3% Increase $000 3% Decrease $000 2023 Group Cash and cash equivalents 2,363 (2,363) 2022 Group Cash and cash equivalents 2,398 (2,398) (e) Foreign Currency Risk - - - - 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 is also exposed to foreign currency risk on the Euro, Sterling and US Dollar cash and cash equivalents that it holds. 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.U and Berkeley Exploration Espana, S.L.U. and to the Euro and Sterling cash and cash equivalents that the Group holds. This sensitivity analysis is prepared as at balance date. A 10% strengthening/weakening of the Australian dollar against the Euro at 30 June 2023 of €2,000 cash held (2022: €92,000) would have increased/(decreased) the cash and cash equivalents and profit or loss of the Group by A$300/(A$300) (2022: A$14,000/(A$14,000)). A 10% strengthening/weakening of the Australian dollar against the Sterling at 30 June 2023 of £1,000 cash held (2022: £41,000) would have increased/(decreased) the cash and cash equivalents and profit or loss of the Group by A$200/(A$200) (2022: A$7,000/(A$7,000)). A 10% strengthening/weakening of the Australian dollar against the US Dollar at 30 June 2023 of US$51,605,000 cash held (2022: US$52,711,000) would have increased/(decreased) the cash and cash equivalents and profit or loss of the Group by A$7,784,000/(A$7,784,000) (2022: A$7,647,000/(A$7,647,000)). The above analysis assumes that all other variables, in particular interest rates, remain constant. The analysis for 2022 has been performed on the same basis. (f) 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. (g) Capital Management The Group normally defines its Capital as total equity of the Group, being a net asset at 30 June 2023 of $87,316,000 (2022: net asset $87,633,000). The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while financing the development of its project through primarily equity-based financing. 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. 52 BERKELEY ENERGIA LIMITED (h) Fair Value The 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. Please refer to Note 11 for further disclosure. (i) Equity Price Risk The Group is exposed to equity securities price risk. This arises from the Options held by the Group and classified in the Statement of Financial Position as financial liabilities through profit and loss, refer to Note 11. Equity price sensitivity A sensitivity of 10% has been selected as this is considered reasonable given the recent trading of the Company’s shares. The sensitivity analyses below have been determined based on the exposure to equity price risks at the reporting date. This analysis assumes that all other variables remain constant. Profit or loss Other Comprehensive Income 10% increase $000 10% decrease $000 20% increase $000 20% decrease $000 (139) 100 (239) 182 - - - - 2023 Group Unlisted Options 2022 Group Unlisted Options 24. CONTINGENT LIABILITIES Other than the production fee arrangement with ENUSA disclosed in Note 7, the Group had no contingent liabilities at 30 June 2023 (2022: Nil). 25. SUBSEQUENT EVENTS As at the date of this report there are no matters or circumstances, which have arisen since 30 June 2023 that have significantly affected or may significantly affect: • • • the operations, in financial years subsequent to 30 June 2023, of the Consolidated Entity; the results of those operations, in financial years subsequent to 30 June 2023, of the Consolidated Entity; or the state of affairs, in financial years subsequent to 30 June 2023, of the Consolidated Entity. ANNUAL REPORT 2023 53 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) (ii) (iii) giving a true and fair view of the Consolidated Entity's financial position as at 30 June 2023 and of its performance for the year ended on that date; and complying with Australian Accounting Standards and the Corporations Regulations 2001; 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. To the best of the Directors’ knowledge, the Directors’ report includes a fair review of the development and performance of the business and the financial position of the Group, together with a description of the principal risks and uncertainties that the Group faces. 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 2023. (2) (3) On behalf of the Board. ROBERT BEHETS Director 25 August 2023 54 BERKELEY ENERGIA LIMITED AUDITOR'S INDEPENDENCE DECLARATION AuditorsIndependenceDec 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 the financial report of Berkeley Energia Limited for the financial year ended 30 June 2023, 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; b. No contraventions of any applicable code of professional conduct in relation to the audit; and c. No non-audit services provided that contravene 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 Jared Jaworski Partner 25 August 2023 A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation ANNUAL REPORT 2023 55 INDEPENDENT AUDITOR’S REPORT INDEPENDENTAUDITOR’SREPORT 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 audit of the financial report Opinion We have audited the financial report of Berkeley Energia Limited (the Company) and its subsidiaries (collectively the Group), which comprises the consolidated statement of financial position as at 30 June 2023, the consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, notes to the financial statements, including a summary of significant accounting policies, and the directors’ declaration. In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including: a. Giving a true and fair view of the consolidated financial position of the Group as at 30 June 2023 and of its consolidated financial performance for the year ended on that date; and b. Complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis for opinion We conducted our audit in accordance with Australian Auditing Standards (“ASAs”) and International Standards on Auditing issued by the International Auditing and Assurance Standards Board (“ISAs”). Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key audit matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial report of the current year. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, but we do not provide a separate opinion on these matters. For the matter below, our description of how our audit addressed the matter is provided in that context. We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the financial report section of our report, including in relation to this matter. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the financial report. The results of our audit procedures, including the procedures performed to address the matter below, provide the basis for our audit opinion on the accompanying financial report. A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation 56 BERKELEY ENERGIA LIMITED 1. Recognition and measurement of cash and cash equivalents Why significant How our audit addressed the key audit matter As disclosed in note 22 of the financial report, the Group recognised cash and cash equivalents of $78,776,000 as at 30 June 2023. We evaluated the Group’s accounting treatment of cash and cash equivalents. In completing our procedures, we: Cash and cash equivalents include amounts denominated in foreign currencies, which must be translated at reporting date, into the functional currency of the Group entity holding the asset. This translation results in foreign currency movements on cash and cash equivalents and foreign currency gains or losses being recognised in the profit and loss. Given the significance of cash and cash equivalents to the Group’s net assets, the recognition and measurement of cash and cash equivalents was considered to be a key audit matter. ► ► ► ► Confirmed cash and cash equivalent amounts with the financial institutions that held these amounts on behalf of the Group. Read the terms and conditions of amounts held on term deposit to assess whether these amounts meet the requirements to be classified as cash and cash equivalents under Australian Accounting Standards. Evaluated the appropriateness of foreign exchange rates used to translate foreign denominated cash and cash equivalents to the entity’s functional currency at year end. Recalculated the translation of foreign denominated cash and cash equivalents into the entity’s functional currency. Information other than the financial report and auditor’s report thereon The directors are responsible for the other information. The other information comprises the information included in the Company’s 2023 annual report but does not include the financial report and our auditor’s report thereon. Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon, with the exception of the Remuneration Report and our related assurance opinion. In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the directors 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 control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation ANNUAL REPORT 2023 57 INDEPENDENT AUDITOR’S REPORT (Continued) In preparing the financial report, the directors are responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters relating to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities for the audit of the financial report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ASAs and ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report. As part of an audit in accordance with ASAs and ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also: ► Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. ► Obtain an understanding of internal control relevant to the audit 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 Group’s internal control. ► Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. ► Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern. ► Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation. A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation 58 BERKELEY ENERGIA LIMITED We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied. From the matters communicated to the directors, we determine those matters that were of most significance in the audit of the financial report of the current year and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Report on the audit of the Remuneration Report Opinion on the Remuneration Report We have audited the Remuneration Report included in pages 16 to 22 of the directors’ report for the year ended 30 June 2023. In our opinion, the Remuneration Report of Berkeley Energia Limited for the year ended 30 June 2023, complies with section 300A of the Corporations Act 2001. Responsibilities 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 ASAs and ISAs. Ernst & Young Jared Jaworski Partner Perth 25 August 2023 A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation ANNUAL REPORT 2023 59 CORPORATE GOVERNANCE Berkeley Energia Limited and the entities it controls believe corporate governance is important for the Company in conducting its business activities. 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 2023, which explains how Berkeley complies with the ASX Corporate Governance Council’s ‘Corporate Governance Principles and Recommendations – 4th Edition’ in relation to the year ended 30 June 2023, 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 – 4th 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 is focused on developing a single uranium property; cost verses benefit of additional corporate governance requirements or processes; size of the Board; Board’s experience in the relevant sector; organisational reporting structure and limited number of reporting functions, operational divisions and employees; relatively simple financial affairs with limited complexity and quantum; relatively moderate market capitalisation and economic value of the entity; and direct shareholder feedback. 60 BERKELEY ENERGIA LIMITED MINERAL RESOURCES AND ORE RESERVES STATEMENT 1. MINERAL RESOURCES Berkeley’s Mineral Resource Statement as at 30 June 2023 and 30 June 2022 is grouped by deposit, all of which form part of the Salamanca Project in Spain as follows: Resource Tonnes 2023 U3O8 2022 U3O8 Tonnes U3O8 U3O8 Deposit Name Retortillo Zona 7 Las Carbas Cristina Caridad Villares Villares North Total Retortillo Satellites Alameda Villar Alameda Nth Zone 2 Alameda Nth Zone 19 Alameda Nth Zone 21 Category Measured Indicated Inferred Total Measured Indicated Inferred Total Inferred Inferred Inferred Inferred Inferred Inferred Indicated Inferred Total Inferred Inferred Inferred Inferred Total Alameda Satellites Inferred Gambuta Salamanca Poject 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 (ppm) (Mlbs) 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 11.1 12.3 47.5 29.6 89.3 (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 (ppm) (Mlbs) 498 395 368 422 674 761 364 631 443 460 382 672 388 492 455 657 462 446 472 492 531 472 394 597 516 425 490 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 11.1 12.3 47.5 29.5 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 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 Project. ANNUAL REPORT 2023 61 MINERAL RESOURCES AND ORE RESERVES STATEMENT (Continued) 2. ORE RESERVES The Company’s Ore Reserves as at 30 June 2023 and 30 June 2022, reported in accordance with the 2012 Edition of the JORC Code, for the Salamanca Project are as follows: Deposit Name Retortillo Zona 7 Alameda Total Reserve Category Tonnes (Mt) 2023 U3O8 (ppm) U3O8 (Mlbs) Tonnes (Mt) 2022 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 60.7 397 329 325 542 624 595 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 4.0 11.9 15.9 6.5 11.9 18.4 0.0 26.4 26.4 10.5 50.3 60.7 397 329 325 542 624 595 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 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 Project. 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. 62 BERKELEY ENERGIA LIMITED 4. COMPETENT PERSONS STATEMENT The information in this report that relates to Ore Reserve Estimates for the Salamanca Project, is based on, and fairly represents, information compiled or reviewed by Mr Francisco Bellon, a Competent Person who is a member of the Australasian Institute of Mining and Metallurgy. Mr Bellon is the Chief Operating Officer for Berkeley and a holder of shares and options in Berkeley. Mr Bellon 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 Bellon consents to the inclusion in the announcement 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 the Salamanca Project (which includes Retortillo, Zona 7, the Retortillo Satellites, Alameda, Alameda Satellites and the Gambuta deposits) is based on, and fairly represents, information compiled or reviewed by Mr Enrique Martínez, a Competent Person who is a Member of the Australasian Institute of Mining and Metallurgy. Mr Martínez is Berkeley’s Geology Manager and a holder of shares and options in Berkeley. Mr Martínez 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 Martínez 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 exploration results is extracted from the Company’s March 2023 quarterly report dated 28 April 2023 (“Quarterly Report”), 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 Quarterly Report; b) all material assumptions and technical parameters continue to apply and have not materially changed; and c) the form and context in which the relevant Competent Persons’ findings presented in this report have not been materially modified from the Quarterly Report. 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. ANNUAL REPORT 2023 63 ASX ADDITIONAL INFORMATION The shareholder information set out below was applicable as at 31 July 2023. 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 No of Ordinary Shares Held Percentage of Issued Shares BNP Paribas Nominees Pty Ltd BPSSMDRDRENT4BANCBERKEL 250,778,143 HSBC Custody Nominees (Australia) Limited Computershare Clearing Pty Ltd BNP Paribas Noms Pty Ltd Arredo Pty Ltd Citicorp Nominees Pty Limited BNP Paribas Nominees Pty Ltd ACF Clearstream Warbont Nominees Pty Ltd Treasury Services Group Pty Ltd Precision Opportunities Fund Ltd Neweconomy Com Au Nominees Pty Limited <900 Account> Mr Robert Arthur Behets + Mrs Kristina Jane Behets Inkese Pty Ltd Brispot Nominees Pty Ltd Argonaut Securities (Nominees) Pty Ltd UBS Nominees Pty Ltd Ecapital Nominees Pty Limited Mr Jay Hughes + Mrs Linda Hughes Argonaut Securities (Nominees) Pty Ltd Mr Francisco De Paula Bellon Del Rosal Total Top 20 Others Total Ordinary Shares on Issue 47,726,095 40,574,554 29,792,201 12,100,000 6,897,010 6,032,894 4,120,494 3,457,099 3,435,839 2,986,588 2,000,000 2,000,000 1,299,904 1,248,706 1,164,616 1,106,678 1,100,000 1,066,779 950,000 419,837,600 25,959,115 445,796,715 56.25 10.71 9.10 6.68 2.71 1.55 1.35 0.92 0.78 0.77 0.67 0.45 0.45 0.29 0.28 0.26 0.25 0.25 0.24 0.21 94.18 5.82 100.00 64 BERKELEY ENERGIA LIMITED 2. DISTRIBUTION OF EQUITY SECURITIES An analysis of numbers of holders of listed securities by size of holding as at 31 July 2023 is listed below: Distribution Number of Shareholders Number of Shares Ordinary Shares 1 1,001 5,001 10,001 100,001 – – – – – 1,000 5,000 10,000 100,000 and over Totals 360 389 168 279 66 1,262 There were 393 holders of less than a marketable parcel of ordinary shares. 3. SUBSTANTIAL SHAREHOLDERS Substantial Shareholder notices have been received from the following: Substantial Shareholder Paradice Investment Management Pty Ltd Packer & Co Ltd ATF Packer & Co Investigator Trust 4. UNQUOTED SECURITIES 88,578 1,071,660 1,336,751 8,879,936 434,419,790 445,796,715 Number of Shares 44,133,874 28,571,429 The names of the security holders holding 20% or more of an unlisted class of security at 31 July 2023, other than those securities issued or acquired under an employee incentive scheme, are listed below: Holder Singapore Mining Acquisition Co Pte Ltd Others (holding less than 20%) Total Total holders 5. VOTING RIGHTS See Note 13 of the Notes to the Financial Statements. 6. ON-MARKET BUY BACK There is currently no on-market buy back program for any of Berkeley's listed securities. £1.00 Options Expiring 30-Nov-23 25,221,562 - 25,221,562 1 ANNUAL REPORT 2023 65 ASX ADDITIONAL INFORMATION (Continued) 7. EXPLORATION INTERESTS As at 31 July 2023, the Company has an interest in the following tenements: Tenement Name Percentage Interest Status Location Spain Salamanca Cáceres D.S.R Salamanca 28 (Alameda) D.S.R Salamanca 29 (Villar) E.C. Retortillo-Santidad E.C. Lucero I.P. Abedules I.P. Abetos I.P. Alcornoques I.P. Alisos I.P. Bardal I.P. Barquilla I.P. Berzosa I.P. Campillo I.P. Castaños 2 I.P. Ciervo I.P. Conchas I.P. Dehesa I.P. El Águila I.P. El Vaqueril I.P. Espinera I.P. Horcajada I.P. Lis I.P. Mailleras I.P. Mimbre I.P. Pedreras E.P. Herradura1 I.P. Almendro I.P. Ibor I.P. Olmos 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% Granted Granted Granted Pending Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted2 Pending2 Pending2 Badajoz I.P. Los Bélicos I.P.A. Ampliación Los Bélicos Ciudad Real I.P.A. La Majada Note: 1 2 An application for a 1-year extension at E.P. Herradura was previously rejected however this decision has been appealed and the Company awaits the decision regarding its appeal. During the period, ERM, a wholly owned subsidiary of the Company, entered into a Tenement Sale and Purchase Agreement and Royalty Deed with COPROMI, to acquire IP Los Bélicos, IPA Ampliación Los Bélicos, and IPA La Majada. 66 BERKELEY ENERGIA LIMITED PROJECT OFFICE Berkeley Minera España Carretera SA-322, Km 30 37495 Retortillo Salamanca, España Telephone: +34 923 193 903 REGISTERED OFFICE Level 9, 28 The Esplanade, Perth WA 6000 Australia Telephone: +61 8 9322 6322 LONDON OFFICE Unit 3C, Princes House, 38 Jermyn Street, London SW1Y 6DN United Kingdom info@berkeleyenergia.com www.berkeleyenergia.com ANNUAL REPORT 2023 67 

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