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
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BERKELEY ENERGIA LIMITED
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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.
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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
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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.
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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
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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.
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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
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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).
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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