TIDMBKY
RNS Number : 5154O
Berkeley Resources Limited
20 September 2013
BERKELEY RESOURCES LIMITED
ANNUAL FINANCIAL REPORT
30 JUNE 2013
ABN 40 052 468 569
CORPORATE DIRECTORY
Directors Share Registry
Mr Ian Middlemas - Non-Executive Australia
Chairman Computershare Investor Services
Dr James Ross - Deputy Chairman Pty Ltd
Mr Robert Behets - Non-Executive Level 2
Director 45 St Georges Terrace
Company Secretary Perth WA 6000
Mr Clint McGhie Telephone: +61 8 9323 2000
Registered Office Facsimile: +61 8 9323 2033
Level 9, 28 The Esplanade United Kingdom
Perth WA 6000 Computershare Investor Services
Australia Plc
Telephone: +61 8 9322 6322 PO Box 82
Facsimile: +61 8 9322 6558 The Pavilions
Spanish Office Bridgewater Road
Berkeley Minera Espana, S.A. Bristol BS99 7NH
Carretera SA-322, Km 30 Telephone: +44 870 889 3105
37495 Retortillo Stock Exchange Listings
Salamanca Australia
Spain Australian Securities Exchange
Telephone: +34 923 193903 Limited
Website Home Branch - Perth
www.berkeleyresources.com.au 2 The Esplanade
Email Perth WA 6000
info@berkeleyresources.com.au United Kingdom
Auditor London Stock Exchange - AIM
Stantons International 10 Paternoster Square
Level 2 London EC4M 7LS
1 Walker Avenue ASX/AIM Code
West Perth WA 6005 BKY - Fully paid ordinary shares
Solicitors Nominated Advisor and Broker
Hardy Bowen Lawyers (As required by AIM)
Level 1, 28 Ord Street RBC Europe Limited
West Perth WA 6005 Riverbank House
Bankers 2 Swan Lane
Australia and New Zealand Banking London EC4R 3BF
Group Ltd
77 St Georges Terrace
Perth WA 6000
CONTENTS Page
Directors' Report 1
Statement of Profit or Loss and Other Comprehensive
Income 26
Statement of Financial Position 27
Statement of Cash Flows 28
Statement of Changes in Equity 29
The following sections are available in the full version of
the Annual Financial Report on Berkeley Resources Limited's
website: www.berkeleyresources.com.au
Notes to the Financial Statements
Directors' Declaration
Auditor's Independence Declaration
Independent Auditor's Report
DIRECTORS' REPORT
30 JUNE 2013
The Directors of Berkeley Resources Limited submit their report
on the Consolidated Entity consisting of Berkeley Resources Limited
("Company" or "Berkeley" or "Parent") and the entities it
controlled at the end of, or during, the year ended 30 June 2013
("Consolidated Entity" or "Group").
DIRECTORS
The names of Directors in office at any time during the
financial year or since the end of the financial year are:
Mr Ian Middlemas - Non-Executive Chairman
Dr James Ross - Non-Executive Deputy Chairman
Mr Robert Behets - Non-Executive Director
Señor Jose Ramon Esteruelas - Non-Executive Director (resigned
29 November 2012)
Mr Matthew Syme - Non-Executive Director (resigned 2 August
2012)
Unless otherwise disclosed, Directors held their office from 1
July 2012 until the date of this report.
CURRENT DIRECTORS AND OFFICERS
Ian Middlemas
Non-Executive Chairman
Qualifications - B.Com, CA
Mr Middlemas is a Chartered Accountant, a member of the
Financial Services Institute of Australasia and holds a Bachelor of
Commerce degree. He worked for a large international Chartered
Accounting firm before joining the Normandy Mining Group where he
was a senior group executive for approximately 10 years. He has had
extensive corporate and management experience, and is currently a
director with a number of publicly listed companies in the
resources sector.
Mr Middlemas was appointed a Director and Chairman of Berkeley
Resources Limited on 27 April 2012. During the three year period to
the end of the financial year, Mr Middlemas has held directorships
in Prairie Downs Metals Limited (August 2011 - present), Papillon
Resources Limited (May 2011 - present), Pacific Ore Limited (April
2010 - present), Wildhorse Energy Limited (January 2010 - present),
Equatorial Resources Limited (November 2009 - present), WCP
Resources Limited (September 2009 - present), Sovereign Metals
Limited (July 2006 - present), Sierra Mining Limited (January 2006
- present), Odyssey Energy Limited (September 2005 - present),
Global Petroleum Limited (April 2007 - December 2011), Coalspur
Mines Limited (March 2007 - October 2011), Mantra Resources Limited
(September 2005 - June 2011), Aguia Resources Limited (September
2008 - August 2010) and Pacific Energy Limited (June 2006 - August
2010).
James Ross AM
Non-Executive Deputy Chairman
Qualifications - B.Sc. (Hons.), PhD, FAusIMM, FAICD
Dr Ross is a leading international geologist whose technical
qualifications include an honours degree in Geology at UWA and a
PhD in Economic Geology from UC Berkeley. He first worked with
Western Mining Corporation Limited for 25 years, where he held
senior positions in exploration, mining and research. Subsequent
appointments have been at the level of Executive Director, Managing
Director and Chairman in a number of small listed companies in
exploration, mining, geophysical technologies, renewable energy and
timber. His considerable international experience in exploration
and mining includes South America, Africa, South East Asia and the
Western Pacific.
Dr Ross is a Director of Kimberley Foundation Australia Inc, and
chairs its Science Advisory Council. He also chairs the Boards of a
geoscience research centre and two foundations concerned with
geoscience education in Western Australia.
He was appointed a Director of Berkeley Resources Limited on 4
February 2005. He has not been a Director of another listed company
in the three years prior to the end of the financial year.
Robert Behets
Non-Executive Director
Qualifications - B.Sc (Hons), FAusIMM, MAIG
Mr Behets is a geologist with over 25 years' experience in the
mineral exploration and mining industry in Australia and
internationally. He was instrumental in the founding, growth and
development of Mantra Resources Limited, an African focused uranium
company, through to its acquisition by ARMZ for approximately A$1
billion in 2011. Prior to Mantra, Mr Behets held various senior
management positions during a long career with WMC Resources
Limited.
Mr Behets has a strong combination of technical, commercial and
managerial skills and extensive experience in exploration, mineral
resource and ore reserve estimation, feasibility studies and
operations across a range of commodities, including uranium, gold
and base metals. He is a Fellow of The Australasian Institute of
Mining and Metallurgy, a Member of the Australian Institute of
Geoscientists and a current member of the Australasian Joint Ore
Reserve Committee (JORC).
Mr Behets was appointed a Director of the Company on 27 April
2012. During the three year period to the end of the financial
year, Mr Behets has held directorships in Papillon Resources
Limited (May 2012 - present) and Mantra Resources Limited (November
2005 - June 2011).
Francisco Bellón
General Manager Operations
Qualifications - M.Sc
Mr Bellón is a Mining Engineer (MSc) with further specialisation
in mineral processing and metallurgy with over 18 years experience
in operational and project management roles in Europe, South
America and West Africa. He held various senior management roles
with TSX listed Rio Narcea Gold Mines during a 10 year career with
the company, including Plant Manager for El Valle/Carles process
facility and Operations Manager prior to its acquisition by Lundin
Mining in 2007. During this period, Mr Bellón was involved in the
development, construction, commissioning and production phases of a
number of mining operations in Spain and Mauritania including El
Valle-Boinás / Carlés (open pit and underground gold-copper mines
in northern Spain), Aguablanca (open pit nickel-copper mine in
southern Spain) and Tasiast (currently Kinross' world class open
pit gold mine in Mauritania). He subsequently joined Duro Felguera,
a large Spanish engineering house, where as Manager of the Mining
Business, he managed the peer review, construction and
commissioning a number of large scale mining operations in West
Africa and South America in excess of US$1B.
Mr Bellón joined Berkeley Resources in May 2011.
Javier Colilla
Senior Vice President Corporate
Qualifications - Econ (Hons), LLB (Hons), MBA
Mr Colilla is a Mineral Economist and Lawyer, with a MBA degree.
With prior experience in auditing and insurance sectors, he has
over 25 years experience in the mining sector commencing as the
Managing Director of an international drilling company in the early
1980's. He subsequently worked for Anglo American as General
Manager of their Spanish subsidiaries, whilst also contributing as
international staff member to several projects in Europe and South
America. Mr Colilla held various executive management roles during
a long career with the TSX listed Rio Narcea Gold Mines, including
Vice President Business Development, Chief Financial Officer,
Senior Vice President Corporate, as well as Administrator/Director
of its subsidiaries. During this period, he was involved in all
aspects of commercial, legal and joint venture management,
permitting, stakeholder engagement, government liaison and project
financing for a number of mining operations in Spain and
internationally including El Valle-Boinás / Carlés, Aguablanca and
Tasiast. Following the acquisition of Rio Narcea Gold Mines by
Lundin Mining in 2007, Mr Colilla consulted on renewable energies
projects and advised several international leading legal firms in
the areas of public aid financing (domestic and international)
financing and due diligence exercises in relation to Spanish mining
companies being acquired by multinational mining groups.
Mr Colilla joined Berkeley Resources in April 2010.
Mr Clint McGhie
Company Secretary and Chief Financial Officer
Qualifications - B.Com, CA, ACIS, FFin
Mr McGhie is a Chartered Accountant and Chartered Secretary. He
commenced his career at a large international Chartered Accounting
firm, before moving to commerce in the role of financial controller
and company secretary. Mr McGhie now works in the corporate office
of a number of public listed companies focussed on the resources
sector.
Mr McGhie was appointed Company Secretary and Chief Financial
Officer of Berkeley Resources Limited on 18 May 2012.
PRINCIPAL ACTIVITIES
The principal activities of the Consolidated Entity during the
year consisted of mineral exploration. There was no significant
change in the nature of those activities.
EMPLOYEES
2013 2012
------------------------------------------- ----- -----
The number of full time equivalent people
employed by the Consolidated Entity at
balance date 30 38
DIVIDENDS
No dividends have been declared, provided for or paid in respect
of the financial year ended 30 June 2013 (2012: nil).
EARNINGS PER SHARE
2013 2012
Cents Cents
------------------------ ------- -------
Basic loss per share (6.21) (7.70)
------------------------ ------- -------
Diluted loss per share (6.21) (7.70)
CORPORATE STRUCTURE
Berkeley Resources Limited is a company limited by shares that
is incorporated and domiciled in Australia. The Company has
prepared a consolidated financial report including the entities it
acquired and controlled during the financial year.
CONSOLIDATED RESULTS
2013 2012
$ $
------------------------------------------------ -------------------- -------------
Loss of the Consolidated Entity before
income tax expense (11,145,447) (13,487,535)
Income tax expense (43,630) -
------------------------------------------------ -------------------- -------------
Net loss (11,189,077) (13,487,535)
Net loss attributable to members of Berkeley
Resources Limited (11,189,077) (13,487,535)
------------------------------------------------ -------------------- -------------
OPERATING AND FINANCIAL REVIEW
Berkeley is a uranium exploration and development company with a
quality resource base in Spain. The Company is currently focussed
on advancing its wholly owned flagship Salamanca Project.
The Salamanca Project comprises the Retortillo, Alameda and
Gambuta deposits plus a number of other Satellite deposits located
in western Spain.
The Company completed an initial assessment of the integrated
development of the Retortillo and Alameda deposits in November
2012. The results of this Scoping Study clearly demonstrated the
potential of the Salamanca Project to support a significant scale,
long life uranium mining operation. The Company subsequently
commenced a Pre-Feasibility Study ('PFS') which is well
advanced.
Operations
Highlights during, and subsequent to, the financial year end
include:
(i) Positive Scoping Study
Using only the Mineral Resource Estimates ('MRE') for Retortillo
and Alameda, as a base case scenario, the results of a positive
Scoping Study confirmed the technical and economic viability of the
Salamanca Project, including:
-- Initial mine life of 11 years, including 7 years steady state
operation, with strong potential to increase;
-- Steady state annual production of 3.2 million pounds U(3)
O(8) , with average annual production of 2.6 million pounds U(3)
O(8) over the life of mine;
-- Life of mine average operating costs of US$25.65 per pound of U(3) O(8) ;
-- Upfront capital cost of US$83.6 million to deliver initial
production. A further US$95.0 million, incurred in the second year
of production and largely funded from operating cashflow, to
achieve steady state operation; and
-- The Project's capital cost reflects the excellent existing
infrastructure, use of heap leaching as the preferred processing
route, and the favoured mining contractor scenario (no mining fleet
capital expenditure).
(ii) Advancement of Pre-Feasibility Study
A PFS for the Salamanca Project, which is focussed on the
integrated development of Retortillo and Alameda, has been the
Company's key focus during the second half of the year.
The PFS is being led by Johannesburg based SENET, assisted by
SRK Consulting for mine design, Knight Piesold for heap design,
Duro Felguera for project cost estimates and URS for environmental
management.
The Study is well advanced and on schedule for completion by the
end of September 2013. Work completed to date includes:
-- Metallurgical testwork programs at the Mintek laboratories in
Johannesburg and the Australian Nuclear Science and Technology
Organisation ('ANSTO') facilities in Sydney;
-- Resource infill drilling aimed at upgrading the
classification of a significant portion of the current Inferred MRE
at Retortillo to the Indicated category; and
-- Mining waste characterisation testwork, geotechnical
testwork, hydrogeology studies, infrastructure and site layout
assessment, heap leach pad design, and a detailed mine scheduling
and materials movement optimisation study.
(iii) Positive Progress with Permitting
The permitting process for Retortillo continued to advance:
-- Successful completion of a public information process which
entailed the Company's Exploitation Plan, Reclamation and Closure
Plan, Environmental and Social Impact Assessment ('EIA'), Initial
Authorisation of the Process Plant as a Radioactive Facility, and
Exceptional Authorisation for Land Use (application for
reclassification from rural to mining use) being submitted for
review during a 30 day Public Information Period;
-- A favourable recommendation report has been provided by the
Environmental Technical and Executive Committees of the Regional
Government following their review of the Company's EIA and
associated documentation;
-- The Declaration of Environmental Impact (Environmental
Licence) is now only pending the formal approval of the Minister of
Environment of the Regional Government and subsequent release in
the Official Gazette. The Declaration of Environmental Impact,
along with the compulsory recommendation report from the Nuclear
Safety Council ('NSC') and the approval of Company's Exploitation
and Reclamation and Closure Plans, are prerequisites for the
granting of the Exploitation Concession (Mining Licence);
-- The NSC has submitted a favourable recommendation report
regarding the granting of the Exploitation Concession to the
Regional Government following its review of the Company's plans for
exploitation, reclamation and closure; and
-- The Exceptional Authorisation for Land Use (application for
reclassification from rural to industrial use) of the affected
surface land area at Retortillo has been approved by the relevant
authorities at the Urban and Town Planning Department of Salamanca,
subject to the issuance of the Environmental Licence.
(iv) Gambuta Resource Update
An updated Inferred MRE of 12.7 million tonnes averaging 394 ppm
U(3) O(8) for a contained 11.1 million pounds of U(3) O(8) at a
lower cut-off grade of 200 ppm U(3) O(8) was reported for Gambuta.
This represented a 20% increase in contained uranium compared to
the prior MRE and reflected the results of an infill drilling
program which intersected thicker zones of high grade
mineralisation and extended the limits of the deposit.
The evaluation of the Gambuta deposit has been advanced to the
Scoping Study stage.
(v) High Grade Mineralisation Intersected at Zona 7
Assay results returned from a recent reverse circulation ('RC')
drilling program have confirmed that the Zona 7 mineralisation
extends a further 1,200 metres to the southwest of the current
resource area. The drilling essentially doubled the strike extent
of the mineralised zone and it remains open. Significant high grade
intersections have been recorded at shallow depths (from 9 metres
to a maximum depth of 84 metres), with thicknesses up to 29 metres.
Better intercepts included 29 metres @ 3,391 ppm U(3) O(8) , 17
metres @ 1,260 ppm U(3) O(8) , 15 metres @ 1,392 ppm U(3) O(8) , 25
metres @ 683 ppm U(3) O(8) and 13 metres @ 1,161 ppm U(3) O(8)
.
Zona 7 is the largest of the Retortillo Satellite Deposits and
currently hosts an Inferred MRE of 3.9 million tonnes averaging 414
ppm U(3) O(8) for a contained 3.6 million pounds of U(3) O(8) at a
200 ppm U(3) O(8) cut-off grade. This Inferred MRE is as at July
2012 and does not include the results of the recent drilling. It is
located within 10 kilometres of the proposed location of the
centralised processing plant at Retortillo.
Salamanca Project
Berkeley's flagship Salamanca Project ('the Project') comprises
the Retortillo, Alameda and Gambuta deposits, plus a number of
other Satellite deposits located in western Spain.
Project Evaluation
Scoping Study Results
In November 2012, the Company completed an initial assessment of
the integrated development of Retortillo and Alameda and reported
the results of the Scoping Study ('the Study'), which clearly
demonstrated the potential of the Salamanca Project to support a
significant scale, long life uranium mining operation.
The Study was managed by Berkeley with input from a number of
industry-recognised specialist consultants covering the key
disciplines. The Study incorporated all of the information
generated from the previous studies conducted on Retortillo and
Alameda, as well as additional drilling and metallurgical testwork
data.
Using only the MREs for Retortillo and Alameda, which totalled
33.9 million pounds U(3) O(8) (35.9 million tonnes at 429 ppm; 200
ppm U(3) O(8) cut-off grade), as a base case scenario, the Study
showed that the Project can support an average annual production of
3.2 million pounds of U(3) O(8) during the seven years of steady
state operation and 2.6 million pounds of U(3) O(8) over a minimum
eleven year mine life. There is strong potential to increase this
production profile and mine life through the exploitation of
additional resources held by the Company and with ongoing
exploration work.
The Study was based on open pit mining, heap leaching, a
centralised process plant at Retortillo, and a remote ion exchange
operation at Alameda, with loaded resin trucked to the centralised
plant for final extraction and purification. The Company favoured a
contractor mining scenario. The average annual ore processing rate
during steady state operation was 5.5 million tonnes. Operating
cost estimates (C1 cash costs) averaged US$25.65 per pound U(3)
O(8) over the life of mine.
The initial capital cost (nominally +/- 30% accuracy) for the
Project were estimated at US$83.6 million. This cost is inclusive
of all mine, processing, infrastructure and indirect costs required
to develop and commence production at Retortillo. A further US$95.0
million of capital, incurred in the second year of production and
largely funded from operating cashflow, is required to develop
Alameda and achieve steady state operation. The Project's capital
cost reflects the excellent existing infrastructure, use of heap
leaching as the preferred processing route, and the favoured mining
contractor scenario (no mining fleet capital expenditure).
For further details on the Scoping Study referred to the
Company's ASX Announcement dated 29 November 2012.
Pre-Feasibility Study
Following completion of the Scoping Study, Berkeley commenced a
PFS for the Salamanca Project. The PFS, which is focussed on the
integrated development of Retortillo and Alameda, is being led by
SENET, assisted by SRK Consulting for the mine design, Knight
Piesold for heap design, Duro Felguera for project cost estimates
and URS for environmental management.
A mine scheduling and materials movement optimisation study,
further metallurgical testwork programs at Mintek's laboratory in
Johannesburg and the ANSTO facilities in Sydney, and infrastructure
and site layout assessments have been undertaken as part of the
PFS, with the aim of identifying opportunities to further enhance
the Project economics through capital and operating cost
reductions. Engineering studies are being developed to support a
capital cost estimate for the Project to a level of accuracy of
nominally +/-20%. A resource infill drilling program has also been
completed at Retortillo.
The PFS is well advanced and remains on schedule for completion
by the end of September 2013.
Resource Drilling
The current MREs for Retortillo and Alameda have 61% and 95% of
the total resource respectively classified into the Indicated
Resource category (refer June 2012 Quarterly Report and Table 1).
The MRE's were prepared by Berkeley in July 2012 and reported in
accordance with the JORC Code (2004).
Table 1 - Summary of Mineral Resource Estimates
Retortillo and Alameda
Mineral Resource Estimates as at July 2012
Reported at a lower cut-off grade of 200 ppm U(3) O(8)
--------------------------------------------------------------------------------
Category Tonnage Grade Contained U(3)
O(8)
(million tonnes) (U(3) O(8) (million pounds)
ppm)
------------ ------------ ------------------ ------------ ------------------
Retortillo Indicated 8.9 395 7.8
------------ ------------ ------------------ ------------ ------------------
Inferred 6.2 366 5.0
------------------------- ------------------ ------------ ------------------
Sub Total 15.2 383 12.8
------------------------- ------------------ ------------ ------------------
Alameda Indicated 20.0 455 20.1
------------ ------------ ------------------ ------------ ------------------
Inferred 0.7 657 1.0
------------------------- ------------------ ------------ ------------------
Sub Total 20.7 462 21.1
------------------------- ------------------ ------------ ------------------
Combined Indicated 29.0 437 27.9
------------ ------------ ------------------ ------------ ------------------
Inferred 6.9 396 6.0
------------------------- ------------------ ------------ ------------------
Total 35.9 429 33.9
------------------------- ------------------ ------------ ------------------
An infill drilling program, aimed at upgrading the
classification of the portion of the Inferred Resource that falls
within the optimised pit outline into the Indicated category, was
completed at Retortillo during the June quarter of 2013.
In total, the resource infill program comprised 67 RC drill
holes for approximately 4,400 metres. Assay results returned from
the drilling were largely in line with expectations based on the
July 2012 resource model, with some local variability observed.
Significant intersections were recorded at shallow depths (from
surface to a maximum depth of 88 metres) with thicknesses up to 21
metres. The drilling also confirmed that the mineralisation extends
a further 200 metres to the northwest beyond the northern limit of
the current resource boundary and it remains open. Select
intercepts from the drilling program included:
Hole No. Down Hole Intercept From Depth
(Down Hole)
---------- --------------------- -------------
20m @ 657 ppm U(3)
SNR-343 O(8) 18m
---------- --------------------- -------------
8m @ 1,207 ppm U(3)
RTR-367 O(8) 25m
---------- --------------------- -------------
9m @ 789 ppm U(3)
RTR-393 O(8) 22m
---------- --------------------- -------------
21m @ 334 ppm U(3)
RTR-387 O(8) 31m
---------- --------------------- -------------
9m @ 574 ppm U(3)
RTR-389 O(8) 47m
---------- --------------------- -------------
The data obtained from this drilling program will form the basis
for a revised MRE for Retortillo, which will be completed in
September and be incorporated into the PFS.
Diamond drilling ('DD') was also conducted at Retortillo and
Alameda during the year to provide drill core for metallurgical and
geotechnical testwork. A total of 43 DD holes for approximately
2,030 metres were drilled (Table 2).
Metallurgical Testwork
A comprehensive metallurgical testwork program has been
completed at the Mintek laboratories in Johannesburg. The testwork
program was aimed at confirming the leaching efficiency for each
phase of the mine schedule and testing ore variability with respect
to geo-mechanical behaviour at both Retortillo and Alameda, and
with respect to size distribution at Alameda.
Key outcomes of the testwork program include:
-- Column stacking tests performed on fresh feed and residues
from both Retortillo and Alameda confirmed that heap stacking
heights of six metres can be used in the PFS
Ø The results demonstrated that all Retortillo heads and
residues have a minimum porosity of 30%, giving a bulk density
below 1.85 at a stacking height of 10 metres. At a 10 metre
stacking height the saturated hydraulic conductivities were above
the target of 100 times the target application rate.
Ø Alameda material was shown to be substantially more competent
than the Retortillo material. Degradation and fines generation
during leaching was minimal, suggesting that little change to the
hydraulic properties will occur during the leach cycle. The residue
samples at -12mm crush size maintained saturated hydraulic
conductivities above the target at stacking heights of 10
metres.
-- Hydrodynamic column tests performed on Retortillo residues confirmed that the heap would be geotechnically stable at the assumed stack height and irrigation rate
Ø Heap saturation of less than 50% was recorded for Retortillo
residues at a bulk density equivalent to a six metre stack height
and at an irrigation rate of 10 L/m(2) /hr. This is well below the
threshold heap saturation for geotechnical stability of 75-85%. No
stability issues are envisaged for the Alameda heap given that the
ore is substantially more competent than the Retortillo ore.
-- Recovery data have shown optimal metallurgical recovery
performance at the crush sizes of 40mm and 12mm for Retortillo and
Alameda respectively. A direct relationship between recovery and
crush size has been observed in all tests at Alameda, whilst
recovery at Retortillo has been shown to be relatively insensitive
to crush size.
-- Uranium recovery of 85% is anticipated for both Retortillo
and Alameda based on the testwork results, which is consistent with
previous testwork campaigns. The 85% uranium recovery assumption
takes into account the results obtained from 24 column tests
carried out on three representative samples from each deposit and
tested under different leaching conditions.
-- Acid consumption reported during the testwork averaged 18
kilograms per tonne for both Retortillo and Alameda. An opportunity
to further improve the acid consumption by optimizing the pH in
which uranium can be dissolved (minimising the dissolution of other
elements, principally iron) will be evaluated in the next phase of
testwork.
A further metallurgical testwork program, designed to facilitate
the selection of the optimal backend of the process, was completed
at ANSTO. The testwork program compared the performance of direct
Solvent Extraction ('SX') and ammonium diuranate ('ADU')
precipitation with that of ion exchange ('IX') and UO(4)
precipitation, with the results confirming the Scoping Study
process flowsheet assumption that direct SX and ADU precipitation
is the best option.
Other PFS Testwork and Activities
Other key work programs completed to date include:
-- Waste characterisation testwork results have shown the
properties of the three types of mining waste to be consistent with
those of previous evaluations. Mining waste has been characterised
and classified as follows:
Ø Oxide waste ('inert waste') - an inert waste that can be
handled as a typical mining waste
Ø Acid Rock Drainage ('ARD') - potential acid generator due to a
marginal sulphide content
Ø Natural Occurring Radioactive Materials ('NORM') - rock
containing very low residual uranium below the mining cut-off
grade
-- Geotechnical testwork has been conducted on drill core from
the Retortillo deposit and from the proposed sites of key
infrastructure e.g. heap leach pads, waste dumps, at both
Retortillo and Alameda. The testwork results have been reviewed by
SRK Consulting and their recommendations incorporated into the open
pit designs (slope angles etc.). The testwork results have been
also been reviewed by SENET who have determined the proposed
infrastructure sites to be suitable.
-- Hydrogeological models have been updated with new information
relating to dewatering of the open pits. The operational water
balance has subsequently been updated and highlighted a net
reduction in the volume of water required to be sourced from local
water courses at Retortillo. The modelling confirmed that no water
is required to be sourced from local water courses at Alameda.
-- Engineering and design activities, including the project site
layout assessment have been completed. Taking into account the
column stacking testwork results and the requirements of the ripios
backfilling schedule, the final heap leach pad designs comprise
two, six metre lifts at both Retortillo and Alameda.
Capital and operating costs, to a level of accuracy of nominally
+/- 20%, are currently being estimated. The capital costs are based
on engineering designs and quoted prices from suppliers and local
construction companies. The operating costs are being developed in
conjunction with the project design criteria, process flow sheets,
mass balance, mechanical and electrical equipment lists and
in-country labour cost data. The operating cost estimates include
quoted unit rates based on proposals from local and international
suppliers for mining activities, consumables, energy, reagents and
other major items.
Scoping Study - Gambuta
The Gambuta deposit is located approximately 145 kilometres to
the southeast of Retortillo. During June 2012, an additional 16 RC
drill holes for approximately 1,200 metres and three DD holes for
270 metres were completed as part of an infill program focussed on
the north-western portion of the deposit.
Assay results returned from the drilling confirmed the
continuity of thick zones of high grade mineralisation at shallow
depths, slightly extended the mineralisation on the northern and
southern boundaries, and included thicker intersections than
recorded in the previous drilling. Select intercepts from the
drilling program included:
Hole No. Down Hole Intercept From Depth
(Down Hole)
---------- --------------------- -------------
8m @ 649 ppm U(3)
GMR-045 O(8) 50m
3m @ 3,083 ppm
U(3) O(8) 85m
-------------------------------- -------------
7m @ 666 ppm U(3)
GMR-048 O(8) 34m
---------- --------------------- -------------
7m @ 672 ppm U(3)
GMR-049 O(8) 36m
---------- --------------------- -------------
11m @ 1,428 ppm
GMR-056 U(3) O(8) 12m
22m @ 1,319 ppm
U(3) O(8) 32m
-------------------------------- -------------
5m @ 905 ppm U(3)
GMR-058 O(8) 23m
---------- --------------------- -------------
8m @ 835 ppm U(3)
GMR-059 O(8) 21m
---------- --------------------- -------------
4m @ 1,126 ppm
GMR-060 U(3) O(8) 43m
---------- --------------------- -------------
A revised Inferred MRE of 12.7 million tonnes at 394 ppm U(3)
O(8) for a total of 11.1 million pounds of U(3) O(8) at a 200 ppm
U(3) O(8) cut-off grade was subsequently reported in September 2012
(refer September 2012 Quarterly Report). This represented a 20%
increase in contained uranium compared to the prior MRE (9.2
million pounds U(3) O(8) ).
The Inferred MRE formed the basis of a Desktop Study completed
in late 2012 which showed the geometry, average thickness and depth
of the mineralisation make it amenable to shallow open pit mining
with a low ore to waste strip ratio.
Following the positive results of the Desktop Study, the Company
has advanced the evaluation of the deposit to the Scoping Study
stage. The conceptual approach is based on open pit mining, heap
leaching, and a remote IX operation, with the loaded resin being
trucked to the proposed centralised plant at Retortillo for final
extraction and purification.
The scope of work includes initial metallurgical testwork on a
330 kilogram representative sample, comprising bond crushability
and bond abrasion tests, diagnostic leach tests, mineralogy, and
column leach tests at various crush sizes. The testwork program is
being conducted at the Mintek laboratories in Johannesburg.
A geotechnical evaluation which includes relogging of drill
core, preliminary open pit optimisation and mine design,
preliminary heap leach pad design, and a site layout and
infrastructure assessment is also underway.
Permitting
The permitting processes for Retortillo, Alameda and Gambuta
were advanced during the year.
At Retortillo, a 30 day Public Information Period ('PIP') was
completed in September 2012. Core documents submitted as part of
the public information process included the Exploitation Plan,
Reclamation and Closure Plan, Environmental and Social Impact
Assessment ('EIA'), Initial Authorisation of the Process Plant as a
Radioactive Facility, and Exceptional Authorisation for Land Use
(application for reclassification from rural to mining use). The
Company prepared responses to public comments received and,
following review and evaluation by the relevant authorities,
additional mitigation measures were incorporated into the core
documents and the Project raised for mining and environmental
approval.
A favourable recommendation report has been provided by the
Environmental Technical and Executive Committees of the Regional
Government following their review of the Company's EIA and
associated documentation. The administrative process relating to
the Declaration of Environmental Impact (Environmental Licence) is
now in its final stages, with only the formal approval of the
Minister of Environment of the Regional Government and subsequent
release in the Official Gazette pending. The Declaration of
Environmental Impact, along with the compulsory recommendation
report from the Nuclear Safety Council ('NSC') and the approval of
Company's Exploitation and Reclamation and Closure Plans, are
prerequisites for the granting of the Exploitation Concession
(Mining Licence).
Following its review of the Company's plans for exploitation,
reclamation and closure, the NSC submitted a favourable
recommendation report regarding the granting of the Exploitation
Concession to the Ministry of Economy and Employment of the
Regional Government in August 2013.
Regarding the Initial Authorisation of the process plant as a
radioactive facility, the NSC has communicated that its
recommendation report will be will be issued to the Ministry of
Industry, Commerce and Tourism of the Central Government, once the
Exploitation Concession has been granted.
The Exceptional Authorisation for Land Use (application for
reclassification from rural to industrial use) of the affected
surface land area at Retortillo has been approved by the relevant
authorities at the Urban and Town Planning Department of Salamanca,
subject to the issuance of the Environmental Licence.
Ancillary permits, such as those associated with water capture
and discharge and road deviations, are also currently being
advanced. The applications have been submitted and discussions have
been held with the relevant authorities (including the Water
Authority and Roads Department).
The permitting process for Alameda commenced late in 2012 with
the submission to the regulatory authorities of the Environmental
Scoping Document and documentation associated with the Exceptional
Authorisation for Land Use.
The documents required for the next phase of permitting at
Alameda, including the Exploitation Plan, Reclamation and Closure
Plans, and the EIA will be submitted following completion of the
PFS.
The permitting process for Gambuta has recently commenced with
the submission to the regulatory authorities of the Environmental
Scoping Document.
Exploration
Zona 7
A comprehensive review of all available data for the tenements
surrounding the Company's existing resources, undertaken in early
2013, identified the potential extension of Zona 7 to the southwest
as a priority drill target.
Zona 7 is the largest of the Retortillo Satellite Deposits and
currently hosts an Inferred MRE of 3.9 million tonnes averaging 414
ppm U(3) O(8) for a contained 3.6 million pounds of U(3) O(8) at a
200 ppm U(3) O(8) cut-off grade (refer ASX June 2012 Quarterly
Report). It is located within 10 kilometres of the proposed
location of the centralised processing plant at Retortillo.
Assay results returned from 18 RC drill holes, totalling
approximately 1,130 metres, have confirmed that the Zona 7
mineralisation extends a further 1,200 metres to the southwest of
the current resource area. The drilling essentially doubled the
strike extent of the mineralised zone and it remains open.
Significant high grade intersections have been recorded at shallow
depths (from 9 metres to a maximum depth of 84 metres), with
thicknesses up to 29 metres. Select intercepts include:
Hole No. Down Hole Intercept From Depth
(Down Hole)
---------- --------------------- -------------
29m @ 3,391 ppm
Z7R-084 U(3) O(8) 9m
---------- --------------------- -------------
17m @ 1,260 ppm
Z7R-088 U(3) O(8) 37m
---------- --------------------- -------------
4m @ 2,365 ppm
U(3) O(8)
15m @ 1,392 ppm
U(3) O(8) 39m
2m @ 2,759 ppm 63m
Z7R-089 U(3) O(8) 82m
---------- --------------------- -------------
25m @ 683 ppm U(3)
Z7R-087 O(8) 27m
---------- --------------------- -------------
13m @ 1,161 ppm
Z7R-090 U(3) O(8) 17m
---------- --------------------- -------------
16m @ 764 ppm U(3)
Z7R-085 O(8) 33m
---------- --------------------- -------------
The delineation of this zone of shallow, high grade
mineralisation extending well beyond the current resource boundary
at Zona 7 is a clear demonstration of the exploration and resource
growth potential of the Salamanca Project.
The data from the drilling program will now form the basis for
an updated MRE for Zona 7 which is anticipated to be completed in
the coming months.
A summary of all resource and exploration drilling completed by
Berkeley during the year is presented in the following table.
Table 2: 2012/2013 Drilling Summary
Diamond RC Total
Holes Metres Holes Metres Holes Metres
------------ ------ ------- ------ ------- ------ -------
Retortillo 24 1,115 67 4,382 91 5,497
------------ ------ ------- ------ ------- ------ -------
Alameda 19 916 - - 19 916
Zona 7 - - 18 1,133 18 1,133
------------ ------ ------- ------ ------- ------ -------
Total 43 2,031 85 5,515 128 7,546
------------ ------ ------- ------ ------- ------ -------
Corporate
During the year, Mr Matthew Syme and Senor Jose Ramon Esteruelas
resigned as Non-Executive Directors of the Company, effective 2
August 2012 and 29 November 2012 respectively.
On 9 November 2012, the Company issued 750,000 $0.475 Incentive
Options to a key employee of the Company. The options expire 22
December 2015 and 375,000 vest on 12 December 2013 and 375,000 vest
on 12 December 2014.
In April 2013, Shareholders approved Berkeley's Performance
Rights Plan. The Plan is designed to reward superior performance
based on materially improved Company performance in terms of growth
in the value of the Company and resulting increases in Shareholder
value. The Plan is intended to replace the existing Employee Share
Option Plan which was most recently approved by Shareholders in
September 2011. Following approval of the Plan, 4.67 million
Performance Share Rights were issued on 3 May 2013.
On 15 May 2013, 11.89 million Listed Options expired
unexercised.
In July 2012, Berkeley reached agreement with Enusa Industrias
Avanzadas S.A. ('ENUSA') on terms which provide the Company with a
100% interest in select uranium resources within State Reserves
held by ENUSA.
Under the agreement, Berkeley holds a 100% interest in, and the
exploitation rights to, State Reserves 28 and 29 (which include the
substantial unmined Alameda deposit) whilst waiving its rights to
mine in State Reserves where ENUSA has undertaken rehabilitation.
Refer to ASX Announcement dated 24 July 2012 for further
details.
Results of Operations
The Consolidated Entity's net loss after tax for the year ended
30 June 2013 was $11,189,077 (2012: $13,487,535). This loss is
partly attributable to:
(i) Exploration and evaluation expenses of $11,999,142 (2012:
$14,531,985), which is attributable to the Group's accounting
policy of expensing exploration and evaluation expenditure incurred
subsequent to the acquisition of the rights to explore and up to
the successful completion of definitive feasibility studies for
each separate area of interest.
The reduction in exploration and evaluation expenditure in the
year ended 30 June 2013 is a reflection of the activities
undertaken during the year, including the internal management of
the initial assessment of the integrated development of Retortillo
and Alameda (with the results of the Scoping Study reported in
November 2012), and an ongoing focus on costs control across all
areas of the business.
(ii) Share based payments expense of $417,918 (2012: $497,111)
was recognised in respect of incentive securities granted to
directors, employees and key consultants. The Company expenses the
incentive securities over the vesting period.
The Consolidated Entity also recognised interest income of
$1,509,713 (2012: $2,448,221), and a rebate of $737,198 (2012:
$153, 635) was received in respect of R&D activities undertaken
in Australia.
Financial Position
At 30 June 2013, the Group had cash reserves of A$27.7 million,
with no debt. This puts the Group in a strong financial position as
it looks to complete the PFS and progress the development of the
Salamanca Project.
The Group had net assets of $42,136,600 at 30 June 2013 (2012:
51,590,772), a decrease of $9,454,172 or approximately 22% compared
with the previous year. This decrease is consistent with the
reduced cash balance and is largely attributable to the
comprehensive loss for the year, comprising: (i) the current year's
net loss after income tax, and (ii) the foreign exchange gain
arising on the translation of the Group's foreign operations.
The increase in the Exploration expenditure asset from
$13,011,723 at 30 June 2012 to $14,173,930 is attributed to the
devaluation of the Australian dollar (AUD) against the Euro, with
approximately $8.53 million (EUR6 million) of the Exploration asset
denominated in Euro and revalued in AUD at each balance date.
The increase in trade creditors from $987,812 at 30 June 2012 to
$2,172,953 is a reflection of the increased activity at the end of
2013 as the Company moved towards completion of the PFS.
Business Strategies and Prospects for Future Financial Years
Berkeley's strategic objective is to create long-term
shareholder value by becoming a uranium producer in the near to
medium term, through the ongoing exploration, appraisal and
development of its flagship Salamanca Project located in Spain.
The Company has a 100% interest in a total Mineral Resource
estimated at 61.0 million pounds of contained U(3) O(8) (64.4
million tonnes at 430 ppm U(3) O(8) at a cut-off grade of 200 ppm
U(3) O(8) ) but has not to date defined Ore Reserves in accordance
with the JORC Code (2004), nor has it commenced production. To
achieve its strategic objective, the Company currently has the
following business strategies and prospects over the medium
term:
-- Completion of a PFS for the Salamanca Project, scheduled for completion in September 2013;
-- Subject to the results of the PFS, conduct a Definitive
Feasibility Study ('DFS') for the Salamanca Project, scheduled for
completion by the end of 2014;
-- Commence evaluation of project finance options;
-- Continue the permitting process with a view to obtaining all
necessary permits and licences for construction and production in a
timely fashion;
-- Subject to the results of a positive DFS, obtaining all
necessary permits and licences and project financing, advance the
Salamanca Project through the development and construction phases
and into production;
-- Continue to explore its portfolio of tenements in Spain with
a view to growing the resource base and potentially providing
additional production sources to incorporate into the Salamanca
Project; and
-- Continue to assess new uranium and other business
opportunities which can enhance shareholder value.
As with any other mining project, all of these activities are
inherently risky and the Board is unable to provide certainty that
any or all of these activities will be able to be achieved. The
material business risks faced by the Company that are likely to
have an effect on the Company's future prospects, and how the
Company manages these risks, include:
-- The exploration for, and development of, mineral deposits
involves a high degree of risk. The ultimate development of the
Company's project into a producing mine is dependent on a number of
factors, including; successful studies, obtaining all necessary
permits and licences, and subsequently the required project
financing.
To mitigate this risk, the Company has undertaken systematic and
staged exploration and testing programs, and a number of technical
and economic studies with respect to the Salamanca Project. Further
studies, including a DFS, will also be completed prior to advancing
the Salamanca Project to the construction phase and into
production.
The construction phase of the Company's Project will require
substantial additional financing. Failure to obtain sufficient
financing may result in delaying or indefinite postponement of any
development of the Project. There can be no assurance that
additional capital or other types of financing will be available if
needed or that, if available, the terms of such financing will be
favourable to the Company.
The successful development of the Company's Project will also be
dependent on the granting of a mining licence and other permits
necessary for the construction and production phases. As with any
exploration and development project, there is no guarantee that the
Company will be successful in applying for and maintaining all
required permits and licences to commence construction and
subsequently enter into production.
-- The Company may be adversely affected by fluctuations in
commodity prices. The price of uranium fluctuates widely and is
affected by numerous factors beyond the control of the Company.
Future production from the Company's Project will be dependent upon
the price of uranium being adequate to make these properties
economic. The Company currently does not engage in any hedging or
derivative transactions to manage commodity price risk, but as the
Company's Project advances, this policy will be reviewed
periodically;
-- Global financial conditions may adversely affect the
Company's growth and profitability. Many industries, including the
mineral resource industry, are impacted by these market conditions.
Some of the key impacts of the current financial market turmoil
include contraction in credit markets resulting in a widening of
credit risk, devaluations and high volatility in global equity,
commodity, foreign exchange and energy markets, and a lack of
market liquidity. A slowdown in the financial markets or other
economic conditions may adversely affect the Company's growth and
ability to finance its activities.
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
Other than as disclosed below, there were no significant changes
in the state of affairs of the Consolidated Entity during the
year.
-- On 24 July 2012, the Company advised that it had reached
agreement with ENUSA on terms which provided the Company with a
100% interest in select uranium resources within State Reserves
held by ENUSA. The agreement successfully resolved long standing
difficulties for all parties involved, including termination of the
arbitration proceeding between the Company and ENUSA.
-- Mr Matthew Syme resigned as a Non-Executive Director of the Company on 2 August 2012.
-- On 9 November 2012, the Company issued 750,000 $0.475
Incentive Options to a key employee of the Company. The Options
expire on 22 December 2015 and 375,000 vest on 12 December 2013 and
375,000 vest on 12 December 2014.
-- On 29 November 2012, the Company released the results of a
Scoping Study for the integrated development of the Retortillo and
Alameda deposits, which demonstrated the potential of the Salamanca
Project to support the significant scale, long life uranium mining
operation.
-- Señor Jose Ramon Esteruelas resigned as a Non-Executive
Director of the Company on 29 November 2012.
-- In April 2013, Shareholders approved Berkeley's Performance
Rights Plan. Following the approval of the Plan, 4.67 million
Performance Rights were issued on 3 May 2013.
-- On 15 May 2013, 11.89 million Listed Options expired unexercised.
SIGNIFICANT POST BALANCE DATE EVENTS
As at the date of this report there are no matters or
circumstances, which have arisen since 30 June 2013 that have
significantly affected or may significantly affect:
-- the operations, in financial years subsequent to 30 June 2013, of the Consolidated Entity;
-- the results of those operations, in financial years
subsequent to 30 June 2013, of the Consolidated Entity; or
-- the state of affairs, in financial years subsequent to 30
June 2013, of the Consolidated Entity.
ENVIRONMENTAL REGULATION AND PERFORMANCE
The Consolidated Entity's operations are subject to various
environmental laws and regulations under the relevant government's
legislation. Full compliance with these laws and regulations is
regarded as a minimum standard for all operations to achieve.
Instances of environmental non-compliance by an operation are
identified either by external compliance audits or inspections by
relevant government authorities.
There have been no significant known breaches by the
Consolidated Entity during the financial year.
In September 2012, Berkeley qualified for certification in
accordance with ISO 14001 of Environmental Management, which sets
out the criteria for an environmental management system, and UNE
22480 of Sustainable Mining Management, which allows for the
systematic monitoring and tracking of sustainability indicators,
and is useful in the establishment of targets for constant
improvement.
INFORMATION ON DIRECTORS' INTERESTS IN SECURITIES OF
BERKELEY
Interest in Securities at the
Date of this Report
Ordinary $0.45 Unlisted Performance
Current Directors Shares(i) Options(ii) Rights(iii)
------------------- ----------- --------------- -------------
Ian Middlemas 5,300,000 4,000,000 -
------------------- ----------- --------------- -------------
James Ross 315,000 - 400,000
------------------- ----------- --------------- -------------
Robert Behets 1,000,000 1,000,000 960,000
------------------- ----------- --------------- -------------
Interest in Securities issued
during the year
Ordinary $0.45 Unlisted Performance
Current Directors Shares(i) Options(ii) Rights(iii)
------------------- ------------ ---------------- -------------
Ian Middlemas - - -
------------------- ------------ ---------------- -------------
James Ross - - 400,000
------------------- ------------ ---------------- -------------
Robert Behets - - 960,000
------------------- ------------ ---------------- -------------
Notes
(i) "Ordinary Shares" means fully paid ordinary shares in the capital of the Company.
(ii) "$0.45 Unlisted Options" means an option to subscribe for 1
Ordinary Share in the capital of the Company at an exercise price
of $0.45 each on or before 30 June 2016.
(iii) "Performance Rights" means the right to subscribe to 1
Ordinary Share in the capital of the Company upon the completion of
specific performance milestones by the Company.
SHARE OPTIONS AND PERFORMANCE RIGHTS
At the date of this report the following Options and Performance
Rights have been issued over unissued Ordinary Shares of the
Company:
-- 1,000,000 Unlisted Options at an exercise price of $1.25 each
that expire on 1 December 2013.
-- 1,861,666 Unlisted Options at an exercise price of $1.35 each that expire on 18 June 2014.
-- 1,000,000 Unlisted Options at an exercise price $0.41 each that expire on 21 September 2015.
-- 1,750,000 Unlisted Options at an exercise price of $0.475
each that expire on 22 December 2015.
-- 5,500,000 Unlisted Options at an exercise price of $0.45 each that expire on 30 June 2016.
-- 968,000 Performance Rights at no exercise price that expire on 30 June 2014.
-- 968,000 Performance Rights at no exercise price that expire on 30 June 2015.
-- 1,318,000 Performance Rights at no exercise price that expire on 31 December 2016.
-- 1,418,000 Performance Rights at no exercise price that expire on 31 December 2017.
These Options do not entitle the holders to participate in any
share issue of the Company or any other body corporate. During the
financial year, there were 95,050 new shares issued as a result of
the exercise of Listed Options. There were 396,667 Unlisted Options
that lapsed (forfeited) and 11,894,378 Listed Options that expired
during the year. Since 30 June 2013, there have been no shares
issued as a result of the exercise of Listed Options and no new
shares issued as a result of the exercise of Unlisted Options on
issue.
MEETINGS OF DIRECTORS
The following table sets out the number of meetings of the
Company's Directors held during the year ended 30 June 2013, and
the number of meetings attended by each director.
Board Meetings Board Meetings
Number Eligible Number Attended
to Attend
----------------------- ----------------- -----------------
Current Directors
Ian Middlemas 4 4
----------------------- ----------------- -----------------
James Ross 4 2
----------------------- ----------------- -----------------
Robert Behets 4 4
----------------------- ----------------- -----------------
Former Directors
Matthew Syme - -
----------------------- ----------------- -----------------
Jose Ramon Esteruelas 2 2
----------------------- ----------------- -----------------
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 Non-Executive Chairman
Dr James Ross Non-Executive Deputy Chairman
Mr Robert Behets Non-Executive Director
Señor Jose Ramon Esteruelas Non-Executive Director (resigned 29 November 2012)
Mr Matthew Syme Non-Executive Director (resigned 2 August
2012)
Other KMP
Mr Francisco Bellón del Rosal General Manager Operations
Mr Javier Colilla Peletero Senior Vice President Corporate
Mr Clint McGhie Chief Financial Officer and Company Secretary
There were no other key management personnel of the Company or
the Group. Unless otherwise disclosed, the Key Management Personnel
held their position from 1 July 2012 until the date of this
report.
Remuneration Policy
The remuneration policy for the Group's KMP has been developed
by the Board taking into account the size of the Group, the size of
the management team for the Group, the nature and stage of
development of the Group's current operations and market conditions
and comparable salary levels for companies of a similar size and
operating in similar sectors.
In addition to considering the above general factors, the Board
has also placed emphasis on the following specific issues in
determining the remuneration policy for key management
personnel:
-- the Group is currently focused on undertaking exploration and
development activities with a view to expanding and developing its
resources. In line with the Group's accounting policy, all
exploration expenditure up to and including the preparation of a
definitive feasibility study is expensed. The Group continues to
examine new business opportunities in the energy and resources
sector;
-- risks associated with resource companies whilst exploring and developing projects; and
-- other than profit which may be generated from asset sales (if
any), the Group does not expect to be undertaking profitable
operations until sometime after the successful commercialisation,
production and sales of commodities from one or more of its current
projects, or the acquisition of a profitable mining operation.
Remuneration Policy for Executives
The Group's remuneration policy is to provide a fixed
remuneration component and a performance based component (options
and a cash bonus, see below). The Board believes that this
remuneration policy is appropriate given the considerations
discussed in the section above and is appropriate in aligning KMP
objectives with shareholder and business objectives.
Fixed Remuneration
Fixed remuneration consists of base salaries, as well as
employer contributions to superannuation funds and other non-cash
benefits. Non-cash benefits may include provision of motor
vehicles, housing and health care benefits.
Fixed remuneration is reviewed annually by Board. The process
consists of a review of Company and individual performance,
relevant comparative remuneration externally and internally and,
where appropriate, external advice on policies and practices.
Performance Based Remuneration - Short Term Incentive
Some KMP are entitled to an annual cash bonus upon achieving
various key performance indicators ("KPI's"), as set by the Board.
Having regard to the current size, nature and opportunities of the
Company, the Board has determined that these KPI's will include
measures such as successful completion of exploration activities
(e.g. completion of exploration programs within budgeted timeframes
and costs), development activities (e.g. completion of feasibility
studies), corporate activities (e.g. recruitment of key personnel)
and business development activities (e.g. project acquisitions and
capital raisings). On an annual basis, after consideration of
performance against key performance indicators, the Board
determines the amount, if any, of the annual cash bonus to be paid
to each KMP.
During the 2013 financial year, a total bonus sum of $50,326 was
paid to KMP.
Performance Based Remuneration - Long Term Incentive
The Group has adopted a long-term incentive plan ("LTIP")
comprising the "Berkeley Performance Rights Plan" (the "Plan") to
reward KMP and key employees for long-term performance.
Shareholders approved the Plan in April 2013 at a General Meeting
of Shareholders and Performance Rights were issued under the Plan
in May 2013.
The Plan provides for the issuance of unlisted performance share
rights ("Performance Rights") which, upon satisfaction of the
relevant performance conditions attached to the Performance Rights,
will result in the issue of an Ordinary Share for each Performance
Right. Performance Rights are issued for no consideration and no
amount is payable upon conversion thereof.
To achieve its corporate objectives, the Company needs to
attract and retain its key staff, whether employees or contractors.
The Board believes that grants made to eligible participants under
the Plan will provide a powerful tool to underpin the Company's
employment and engagement strategy, and that the implementation of
the Plan will:
(a) enable the Company to incentivise and retain existing key
management personnel and other eligible employees and contractors
needed to achieve the Company's business objectives;
(b) enable the Company to recruit, incentivise and retain
additional key management personnel and other eligible employees
and contractors needed to achieve the Company's business
objectives;
(c) link the reward of key staff with the achievements of
strategic goals and the long term performance of the Company;
(d) align the financial interest of participants of the Plan with those of Shareholders; and
(e) provide incentives to participants of the Plan to focus on
superior performance that creates Shareholder value.
Performance Rights granted under the Plan to eligible
participants will be linked to the achievement by the Company of
certain performance conditions as determined by the Board from time
to time. These performance conditions must be satisfied in order
for the Performance Rights to vest. Upon Performance Rights
vesting, Ordinary Shares are automatically issued for no
consideration. If a performance condition of a Performance Right is
not achieved by the expiry date then the Performance Right will
lapse.
During the financial year, Performance Rights with various
expiry dates ranging from 30 June 2014 to 31 December 2017 were
granted to certain KMP and other employees that vest upon various
performance conditions set by the Company.
Prior to the adoption of the Plan, the Board had chosen to issue
incentive options to KMP as a key component of the incentive
portion of their remuneration, in order to attract and retain the
services of the KMP and to provide an incentive linked to the
performance of the Company.
The Board had a policy of granting options to KMP with exercise
prices at and/or above market share price (at time of agreement).
As such, incentive options granted to KMP would generally only be
of benefit if the KMP performed to the level whereby the value of
the Company increases sufficiently to warrant exercising the
incentive options granted.
Other than service-based vesting conditions, there were no
additional performance criteria on the incentive options granted to
KMP, as given the speculative nature of the Group's activities and
the small management team responsible for its running, it is
considered the performance of the KMP and the performance and value
of the Company are closely related.
Impact of Shareholder Wealth on Key Management Personnel
Remuneration
During the Group's exploration and development phases of its
business, the Board anticipates that the Company will retain future
earnings (if any) and other cash resources for the operation and
development of its business. Accordingly the Company does not
currently have a policy with respect to the payment of dividends
and returns of capital. Therefore there was no relationship between
the Board's policy for determining, or in relation to, the nature
and amount of remuneration of KMP and dividends paid and returns of
capital by the Company during the current and previous four
financial years.
The Board does not directly base remuneration levels on the
Company's share price or movement in the share price over the
financial year and the previous four financial years. Discretionary
annual cash bonuses are based upon achieving various non-financial
KPI as detailed under 'Performance Based Remuneration - Short Term
Incentive' and are not based on share price or earnings. As noted
above, a number of Key Management Personnel have also been granted
Performance Rights and options, which generally will be of greater
value should the value of the Company's shares increase (subject to
vesting conditions being met), and in the case of options, increase
sufficiently to warrant exercising the incentive options
granted.
Impact of Earnings on Key Management Personnel Remuneration
As discussed above, the Group is currently undertaking
exploration and development activities, and does not expect to be
undertaking profitable operations until sometime after the
successful commercialisation, production and sales of commodities
from one or more of its current projects.
Accordingly the Board does not consider earnings during the
current and previous four financial years when determining, and in
relation to, the nature and amount of remuneration of KMP.
Remuneration Policy for Non-Executive Directors
The Board policy is to remunerate Non-Executive Directors at
market rates for comparable companies for time, commitment and
responsibilities. Given the current size, nature and risks of the
Company, incentive options have been used to attract and retain
Non-Executive Directors. The Board determines payments to the
Non-Executive Directors and reviews their remuneration annually,
based on market practice, duties and accountability. Independent
external advice is sought when required.
The maximum aggregate amount of fees that can be paid to
Non-Executive Directors is subject to approval by shareholders at a
General Meeting. Fees for Non-Executive Directors are not linked to
the performance of the economic entity. However, to align
Directors' interests with shareholder interests, the Directors are
encouraged to hold shares in the Company and Non-Executive
Directors have received Performance Rights and incentive options in
order to secure their services and as a key component of their
remuneration.
General
Where required, KMP receive superannuation contributions (or
foreign equivalent), currently equal to 9% of their salary
(increased to 9.25% from 1 July 2013), and do not receive any other
retirement benefit. From time to time, some individuals have chosen
to sacrifice part of their salary to increase payments towards
superannuation.
All remuneration paid to KMP is valued at cost to the company
and expensed. Incentive options are valued using the Binomial
option valuation methodology and validated by the Black Scholes
option pricing model. The value of these incentive options is
expensed over the vesting period. The fair value of the Performance
Rights granted is estimated as at the date of grant using the seven
day volume weighted average share price prior to issuance. The
value of the Performance Right is expensed over the vesting
period.
Key Management Personnel Remuneration
Details of the nature and amount of each element of the
remuneration of each Director and executive of the Company or Group
for the financial year are as follows:
Percentage
of Total
Remunerat-ion
Post Other that Consists Percent-age
Salary Employ-ment Share-Based Non-Cash of Options/ Performance
& Fees Benefits Payments Benefits(5) Total Rights Related
2013 $ $ $ $ $ % %
-------------------- -------- ------------- ------------ ------------- ---------- --------------- -------------
Directors
Ian Middlemas 100,000 - - - 100,000 - -
-------------------- -------- ------------- ------------ ------------- ---------- --------------- -------------
James Ross 50,000 - 17,423 - 67,423 25.84 25.84
-------------------- -------- ------------- ------------ ------------- ---------- --------------- -------------
Robert Behets(1) 206,600 - 41,816 - 248,416 16.86 16.86
-------------------- -------- ------------- ------------ ------------- ---------- --------------- -------------
Jose Ramon
Esteruelas(2) 24,726 - - - 24,726 - -
-------------------- -------- ------------- ------------ ------------- ---------- --------------- -------------
Matthew Syme(3) 4,484 - - - 4,484 - -
-------------------- -------- ------------- ------------ ------------- ---------- --------------- -------------
Other KMP
Francisco
Bellón
del Rosal 275,421 15,601 94,877 21,710 407,609 23.28 23.28
-------------------- -------- ------------- ------------ ------------- ---------- --------------- -------------
Javier Colilla
Peletero 259,713 13,851 113,991 10,404 397,959 28.64 28.64
-------------------- -------- ------------- ------------ ------------- ---------- --------------- -------------
Clint McGhie(4) - - 31,362 - 31,362 100.00 100.00
-------------------- -------- ------------- ------------ ------------- ---------- --------------- -------------
Total 920,944 29,452 299,469 32,114 1,281,979
-------------------- -------- ------------- ------------ ------------- ---------- --------------- -------------
Notes
(1) Mr Behets received Directors fees of $50,000 and consulting
fees of $156,600 for additional services provided to the
company;
(2) Mr Esteruelas resigned as a Non-Executive Director of the
Company on 29 November 2012;
(3) Mr Syme resigned as a Non-Executive Director of the Company on 2 August 2012;
(4) Mr McGhie provides services as the Company Secretary and
Chief Financial Officer through a services agreement between
Berkeley and Apollo Group Pty Ltd. Under the agreement, Apollo
Group Pty Ltd provides administrative, company secretarial and
accounting services, and the provision of a fully serviced office
to the Company for a monthly retainer of $24,000 (2012: $24,000);
and
(5) Other Non-Cash Benefits includes payments made for housing,
car-parking and insurance premiums on behalf of the KMP, including
Directors & Officers insurance.
Percentage
of Total
Remunerat-ion
Post Other that Consists Percentage
Salary Employ-ment Share-Based Non-Cash of Options/ Performance
& Fees Benefits Payments Benefits(11) Total Rights Related
2012 $ $ $ $ $ % %
----------------- ---------- ------------- ------------ -------------- ---------- --------------- -------------
Directors
Ian Middlemas(1) 17,857 - - - 17,857 - -
----------------- ---------- ------------- ------------ -------------- ---------- --------------- -------------
James Ross 134,267 - - - 134,267 - -
----------------- ---------- ------------- ------------ -------------- ---------- --------------- -------------
Robert Behets(2) 29,329 - - - 29,329 - -
----------------- ---------- ------------- ------------ -------------- ---------- --------------- -------------
Jose Ramon
Esteruelas 70,002 - - - 70,002 - -
----------------- ---------- ------------- ------------ -------------- ---------- --------------- -------------
Matthew Syme(3) 50,000 - - - 50,000 - -
----------------- ---------- ------------- ------------ -------------- ---------- --------------- -------------
Laurence
Marsland(4) 38,402 - - - 38,402 - -
----------------- ---------- ------------- ------------ -------------- ---------- --------------- -------------
Brendan James(5) 267,320 7,851 - 63,719 338,890 - -
----------------- ---------- ------------- ------------ -------------- ---------- --------------- -------------
Henry Horne(6) 25,000 - - - 25,000 - -
----------------- ---------- ------------- ------------ -------------- ---------- --------------- -------------
Ian Stalker(7) 24,625 - - - 24,625 - -
----------------- ---------- ------------- ------------ -------------- ---------- --------------- -------------
Other KMP
Francisco
Bellón
del Rosal 245,751 15,638 95,166 15,160 371,715 25.60 -
----------------- ---------- ------------- ------------ -------------- ---------- --------------- -------------
Javier Colilla
Peletero 246,611 15,402 150,377 - 412,390 36.46 -
----------------- ---------- ------------- ------------ -------------- ---------- --------------- -------------
Clint McGhie(8) - - - - - - -
----------------- ---------- ------------- ------------ -------------- ---------- --------------- -------------
Sam Middlemas(9) 176,200 - - - 176,200 - -
----------------- ---------- ------------- ------------ -------------- ---------- --------------- -------------
Steven
Turner(10) 184,410 16,521 101,000 - 301,931 33.45
----------------- ---------- ------------- ------------ -------------- ---------- --------------- -------------
Total 1,509,774 55,412 346,543 78,879 1,990,608 17.41 -
----------------- ---------- ------------- ------------ -------------- ---------- --------------- -------------
Notes
(1) Mr Ian Middlemas was appointed a Non-Executive Director and
Chairman of the Company on 27 April 2012;
(2) Mr Behets was appointed a Non-Executive Director of the Company on 27 April 2012;
(3) Mr Syme resigned as a Non-Executive Director of the Company on 2 August 2012;
(4) Mr Marsland was appointed as a Non-Executive Director on 25
August 2011 and resigned on 9 May 2012;
(5) Mr James resigned as Managing Director of the Company on 27
April 2012 (2,000,000 incentive options issued on 23 September 2011
were cancelled at this time as they had not vested);
(6) Mr Horne resigned as a Non-Executive Director of the Company on 1 January 2012;
(7) Mr Stalker resigned as a Non-Executive Director of the Company on 29 November 2011;
(8) Mr McGhie was appointed Company Secretary and Chief
Financial Officer of the Company on 18 May 2012. Mr McGhie provides
services as the Company Secretary and Chief Financial Officer
through a services agreement between Berkeley and Apollo Group Pty
Ltd. Under the agreement, Apollo Group Pty Ltd provides
administrative, company secretarial and accounting services, and
the provision of a fully serviced office to the Company for a
monthly retainer of $24,000;
(9) Mr Sam Middlemas resigned as Company Secretary on 18 May 2012;
(10) Mr Turner was appointed Chief Financial Officer of the
Company on 12 December 2012 and resigned on 27 April 2012
(1,500,000 incentive options were issued on 11 April 2012, of which
1,000,000 were forfeited on resignation; and
(11) Other Non-Cash Benefits includes payments made for housing,
car-parking and insurance premiums on behalf of the KMP, including
Directors & Officers insurance, and in some instances, working
directors insurance.
Options and Performance Rights Granted to KMP
Details of Unlisted Options and Performance Rights granted by
the Company to each Key Management Personnel of the Group during
the financial year are as follows:
Total
Grant Value
Date of Options/
Exercise Fair Rights
Options/ Grant Expiry Price Value No. Granted No.
2013 Rights(1) Date Date $ $ Granted $ Vested
---------------------- ------------ ----------- ----------- --------- ------- --------- ------------- --------
Directors
James Ross Rights 12-Apr-13 30-Jun-14 - 0.309 100,000 30,900 -
James Ross Rights 12-Apr-13 30-Jun-15 - 0.309 100,000 30,900 -
James Ross Rights 12-Apr-13 31-Dec-16 - 0.309 100,000 30,900 -
James Ross Rights 12-Apr-13 31-Dec-17 - 0.309 100,000 30,900 -
Robert Behets Rights 12-Apr-13 30-Jun-14 - 0.309 240,000 74,160 -
Robert Behets Rights 12-Apr-13 30-Jun-15 - 0.309 240,000 74,160 -
Robert Behets Rights 12-Apr-13 31-Dec-16 - 0.309 240,000 74,160 -
Robert Behets Rights 12-Apr-13 31-Dec-17 - 0.309 240,000 74,160 -
---------------------- ------------ ----------- ----------- --------- ------- --------- ------------- --------
Other KMP
Francisco Bellón
del Rosal Rights 12-Apr-13 30-Jun-14 - 0.309 100,000 30,900 -
Francisco Bellón
del Rosal Rights 12-Apr-13 30-Jun-15 - 0.309 100,000 30,900 -
Francisco Bellón
del Rosal Rights 12-Apr-13 31-Dec-16 - 0.309 200,000 61,800 -
Francisco Bellón
del Rosal Rights 12-Apr-13 31-Dec-17 - 0.309 250,000 77,250 -
Javier Colilla
Peletero Options 9-Nov-12 22-Dec-15 0.475 0.210 750,000 157,500 -
Javier Colilla
Peletero Rights 12-Apr-13 30-Jun-14 - 0.309 100,000 30,900 -
Javier Colilla
Peletero Rights 12-Apr-13 30-Jun-15 - 0.309 100,000 30,900 -
Javier Colilla
Peletero Rights 12-Apr-13 31-Dec-16 - 0.309 200,000 61,800 -
Javier Colilla
Peletero Rights 12-Apr-13 31-Dec-17 - 0.309 250,000 77,250 -
Clint McGhie Rights 12-Apr-13 30-Jun-14 - 0.309 180,000 55,620 -
Clint McGhie Rights 12-Apr-13 30-Jun-15 - 0.309 180,000 55,620 -
Clint McGhie Rights 12-Apr-13 31-Dec-16 - 0.309 180,000 55,620 -
Clint McGhie Rights 12-Apr-13 31-Dec-17 - 0.309 180,000 55,620 -
---------------------- ------------ ----------- ----------- --------- ------- --------- ------------- --------
Notes
(1) For details on the valuation of the Unlisted Options and
Performance Rights, including models and assumptions used, please
refer to Note 18 to the financial statements.
Grant Total
Date Value
Exercise Fair of Options
Options/ Grant Expiry Price Value Granted No.
2012 Rights(1) Date Date $ $ No. Granted(2) $ Vested
--------------- ------------ ----------- ----------- --------- ------- --------------- ------------ --------
Directors
Brendan
James Options 23-Sep-11 1-May-16 0.41 0.216 2,000,000(3) 432,000 -
--------------- ------------ ----------- ----------- --------- ------- --------------- ------------ --------
Other KMP
Francisco
Bellón
del Rosal Options 23-Sep-11 21-Sep-15 0.41 0.203 1,000,000 203,000 333,333
--------------- ------------ ----------- ----------- --------- ------- --------------- ------------ --------
Steven Turner Options 12-Mar-12 22-Dec-15 0.475 0.202 1,500,000(4) 303,000 500,000
--------------- ------------ ----------- ----------- --------- ------- --------------- ------------ --------
Notes
(1) For details on the valuation of the options, including
models and assumptions used, please refer to Note 18 to the
financial statements;
(2) Each unlisted option converts into one Ordinary Share of Berkeley Resources Limited;
(3) All of the options granted to Mr James were forfeited upon his resignation; and
(4) 1,000,000 of the options granted to Mr Turner were forfeited
upon his resignation. The Board agreed to allow Mr Turner to retain
500,000 options.
Details of the value of options and rights granted, exercised or
lapsed for each Key Management Person of the Company or Group
during the financial year are as follows:
Value of Value of Value of Value of Percentage
options/ options/ options/ options/ of remuneration
rights granted rights exercised rights lapsed rights included that consists
during the during the during the in remuneration of options/
year(1) year year for the year rights
2013 $ $ $ $ %
Directors
James Ross 123,600 - -(2) 17,423 25.84
----------------- ---------------- ------------------ --------------- ----------------- -----------------
Robert Behets 296,640 - - 41,816 16.86
----------------- ---------------- ------------------ --------------- ----------------- -----------------
Jose Ramon
Esteruelas(3) - - -(2) - -
----------------- ---------------- ------------------ --------------- ----------------- -----------------
Matthew Syme(4) - - -(5) - -
----------------- ---------------- ------------------ --------------- ----------------- -----------------
Other KMP
Francisco
Bellón
del Rosal 200,850 - - 94,877 23.28
----------------- ---------------- ------------------ --------------- ----------------- -----------------
Javier Colilla
Peletero 358,350 - - 113,991 28.64
----------------- ---------------- ------------------ --------------- ----------------- -----------------
Clint McGhie 222,480 - - 31,362 100.00
----------------- ---------------- ------------------ --------------- ----------------- -----------------
Notes
(1) For details on the valuation of the options and rights,
including models and assumptions used, please refer to Note 18 to
the financial statements;
(2) 250,000 Listed Options exercisable at $0.75 expired on 15 May 2013;
(3) Señor Esteruelas resigned as a Non-Executive Director of the
Company on 29 November 2012;
(4) Mr Syme resigned as a Non-Executive Director of the Company on 2 August 2012; and
(5) 1,000,000 Listed Options exercised at $0.75 expired on 15 May 2013.
Value of
options Value of Value of Value of Percentage
granted options exercised options lapsed options included of remuneration
during the during the during the in remuneration that consists
year year year for the year of options
2012 $ $ $ $ %
Directors
Brendan James 432,000 - (517,340) - -
--------------- ------------ ------------------- ---------------- ------------------ -----------------
Other KMP
Francisco
Bellón
del Rosal 203,000 - - 95,166 25.60
--------------- ------------ ------------------- ---------------- ------------------ -----------------
Steven Turner 303,000 - (237,120) 101,000 33.45
--------------- ------------ ------------------- ---------------- ------------------ -----------------
Employment Contracts with Directors and Executive Officers
Current Directors
Dr James Ross, Non Executive Director has a letter of engagement
with Berkeley Resources Limited that was last updated on 15 January
2011 when he was appointed Chairman. Following the appointment of
Mr Ian Middlemas as Chairman on 27 April 2012, Dr Ross became the
Deputy Chairman of the Company. From 27 April 2012, Dr Ross
receives a fixed remuneration component of $50,000 per annum
inclusive of superannuation which is the standard fixed
remuneration previously set by the Board for Non-Executive
Directors.
For the period that Dr Ross was Chairman, he received a fixed
remuneration component of $100,000 per annum inclusive of
superannuation. The letter of engagement also includes a
consultancy arrangement which provides for a consultancy fee at the
rate of $1,200 per day for technical geological work done. The
consultancy arrangement has a rolling term and may be terminated by
the Company by giving 1 months notice.
From the date of his appointment, Mr Ian Middlemas received a
fixed remuneration component of $100,000 per annum inclusive of
superannuation which is the amount previously set by the Board for
the position of Chairman. Effective from 1 July 2013, the fee for
the Chairman has been reduced to $50,000 per annum inclusive of
superannuation.
Mr Robert Behets has a services agreement with the Company dated
18 June 2012, which provides for a consultancy fee at the rate of
$1,200 per day for management and technical services provided by Mr
Behets. Either party may terminate the agreement without penalty or
payment by giving 2 months notice. In addition, Mr Behets also
receives the fixed remuneration component of $50,000 per annum
inclusive of superannuation as previously set by the Board for
Non-Executive Directors.
Former Directors
Mr Matthew Syme had a letter engagement dated 1 February 2010
relating to his appointment as a Non Executive Director. Mr Syme
resigned as a Non Executive Director effective 2 August 2012. The
letter specified the duties and obligations to be fulfilled as a
Non Executive Director, and the remuneration was fixed at $50,000
per annum. The letter also included a consultancy arrangement which
provided for a consultancy fee at the rate of $1,200 per day, on an
as required basis. The consultancy arrangement had a rolling term
and could be terminated by the Company by giving 1 months
notice.
Señor Jose Ramon Esteruelas, Non Executive Director, was
appointed a Director of the Company on 1 November 2006. Señor
Esteruelas had a letter of employment with Berkeley Resources
Limited dated 16 November 2006. Señor Esteruelas received a fixed
remuneration component of EUR48,000 per annum. The letter also
included a consultancy agreement which provided for a consultancy
fee of EUR1,000 per day. The consultancy agreement had a rolling
term and could be terminated by Señor Esteruelas or by the Company
by giving 1 months notice. Señor Esteruelas resigned on 29 November
2012.
Current Executive
Mr Francisco Bellón, has a contract of employment dated 14 April
2011 and amended on 1 July 2011. The contract specifies the duties
and obligations to be fulfilled by the General Manager Operations.
The contract has a rolling term and may be terminated by the
Company giving 6 months notice, or 12 months in the event of a
change of control of the Company. No amount is payable in the event
of termination for neglect of duty or gross misconduct. Mr Bellón
receives a fixed remuneration component of EUR190,000 (increased
from EUR140,000 effective 1 November 2011) per annum plus
compulsory social security contributions regulated by Spanish law,
as well as the provision of accommodation in Salamanca and a motor
vehicle.
The Board granted Mr Bellón 1,000,000 Unlisted Options
exercisable at $0.41 each on or before 21 September 2015 under the
employee share option scheme. These Options vest in three equal
tranches on 21 September 2012, 21 September 2013 and 21 September
2014.
Mr Bellón was also granted the following Performance Rights:
-- 100,000 Performance Rights exercisable for Nil consideration each on or before 30 June 2014;
-- 100,000 Performance Rights exercisable for Nil consideration each on or before 30 June 2015;
-- 200,000 Performance Rights exercisable for Nil consideration
each on or before 31 December 2016; and
-- 250,000 Performance Rights exercisable for Nil consideration
each on or before 31 December 2017.
All performance rights vest after the achievement of various
milestones as approved in the Berkeley Resources Limited Employee
Performance Rights Plan.
Mr Javier Colilla Peletero, has a contract of employment dated 1
July 2010. The contract specifies the duties and obligations to be
fulfilled by the Senior Vice President Corporate. The contract has
a rolling term and may be terminated by the Company giving 3 months
notice, or 12 months in the event of a change of control of the
Company or if the appointment becomes redundant. No amount is
payable in the event of termination for neglect of duty or gross
misconduct. Mr Colilla receives a fixed remuneration component of
EUR190,000 (increased from EUR142,000 effective 1 November 2011)
per annum plus compulsory social security contributions regulated
by Spanish law, as well as an allowance for the use of his private
motor vehicle.
The Board granted Mr Colilla 1,000,000 Unlisted Options
exercisable at $1.35 each on or before 18 June 2014 under the
employee share option scheme. These Options vest in three equal
tranches on 18 June 2011, 18 June 2012 and 18 June 2013.
Additionally, the Board granted Mr Colilla 750,000 Incentive
Options exercisable at $0.475 each. These Options vest in two equal
tranches on 12 December 2013 and 12 December 2014 and expire on 22
December 2015.
Mr Colilla was also granted the following Performance
Rights:
-- 100,000 Performance Rights exercisable for Nil consideration each on or before 30 June 2014;
-- 100,000 Performance Rights exercisable for Nil consideration each on or before 30 June 2015;
-- 200,000 Performance Rights exercisable for Nil consideration
each on or before 31 December 2016; and
-- 250,000 Performance Rights exercisable for Nil consideration
each on or before 31 December 2017.
All Performance Rights vest after the achievement of various
milestones as approved in the Berkeley Resources Limited Employee
Performance Rights Plan.
Exercise of Options Granted as Remuneration
During the financial year ended 30 June 2013, there were no
Options that were exercised by Key Management Personnel (2012:
Nil).
End of Remuneration Report.
AUDITOR'S AND OFFICERS' INDEMNITIES AND INSURANCE
Under the Constitution the Company is obliged, to the extent
permitted by law, to indemnify an officer (including Directors) of
the Company against liabilities incurred by the officer in that
capacity, against costs and expenses incurred by the officer in
successfully defending civil or criminal proceedings, and against
any liability which arises out of conduct not involving a lack of
good faith.
During the financial year, the Company has paid an insurance
premium to insure Directors and officers of the Company against
certain liabilities arising out of their conduct while acting as a
Director or Officer of the Company. The net premium paid was
$18,098 (2012: $18,112). Under the terms and conditions of the
insurance contract, the nature of liabilities insured against
cannot be disclosed.
The Company has not, during or since the end of the financial
year, indemnified or agreed to indemnify an auditor of the Company
or of any related body corporate against any liability
incurred.
NON-AUDIT SERVICES
There were no non-audit services provided by the auditor (or by
another person or firm on the auditor's behalf) during the
financial year.
AUDITOR'S INDEPENDENCE DECLARATION
The auditor's independence declaration is on page 73 of the
Annual Financial Report.
This report is made in accordance with a resolution of the
Directors made pursuant to section 298(2) of the Corporations Act
2001.
For and on behalf of the Directors
ROBERT BEHETS
Non-Executive Director
20 September 2013
Competent Person Statement:
The information in this report that relates to Exploration
Results and Mineral Resources is based on information compiled by
Mr Craig Gwatkin, who is a Member of The Australian Institute of
Mining and Metallurgy and is a full-time employee of Berkeley
Resources Limited. Mr Gwatkin has sufficient experience which is
relevant to the style of mineralisation and type of deposit under
consideration and to the activity which he is undertaking to
qualify as a Competent Person as defined in the 2004 Edition of the
Australasian Code for Reporting of Exploration Results, Mineral
Resources and Ore Reserves ('The JORC Code'). Mr. Gwatkin consents
to the inclusion in the announcement of the matters based on his
information in the form and context in which it appears.
Forward Looking Statement:
Statements regarding plans with respect to the Company's mineral
properties are forward-looking statements. There can be no
assurance that the Company's plans for development of its mineral
properties will proceed as currently expected. There can also be no
assurance that the Company will be able to confirm the presence of
additional mineral deposits, that any mineralisation will prove to
be economic or that a mine will successfully be developed on any of
the Company's mineral properties.
Note 2013 2012
$ $
Revenue from continuing operations 2 2,246,911 2,610,300
Administration costs (975,298) (1,000,845)
Exploration costs (11,999,142) (14,531,985)
Business development costs - (40,254)
Other share based payments
expense 3 (417,918) (497,111)
Loss on disposal of assets - (27,640)
-------------------------------------- ---- ---------------------------- ------------
Loss before income tax expense (11,145,447) (13,487,535)
Income tax expense 4 (43,630) -
-------------------------------------- ---- ---------------------------- ------------
Loss after income tax expense (11,189,077) (13,487,535)
-------------------------------------- ---- ---------------------------- ------------
Other Comprehensive Income,
net of income tax
Items that will not be reclassified
subsequently to profit or loss - -
Items that may be classified
subsequently to profit or loss
Exchange differences arising
on translation of foreign operations 1,185,200 (1,055,300)
-------------------------------------- ---- ---------------------------- ------------
Other Comprehensive Income/
(loss), net of income tax 1,185,200 (1,055,300)
-------------------------------------- ---- ---------------------------- ------------
Total Comprehensive Loss for
the year (10,038,877) (14,542,835)
-------------------------------------- ---- ---------------------------- ------------
Loss attributable to Members
of Berkeley Resources Limited (11,189,077) (13,487,535)
Total comprehensive loss attributable
to Members of Berkeley Resources
Limited (10,038,877) (14,542,835)
-------------------------------------- ---- ---------------------------- ------------
Earnings per share
Basic loss per share from continuing
operations
(cents per share) (6.21) (7.70)
Diluted loss per share from
continuing operations (cents
per share) (6.21) (7.70)
-------------------------------------- ---- ---------------------------- ------------
The above Consolidated Statement of Profit or Loss and Other
Comprehensive Income should be read in conjunction with the
accompanying notes.
Note 2013 2012
$ $
------------------------------ ----- ------------ ------------
ASSETS
Current Assets
Cash and cash equivalents 23(b) 27,736,790 37,716,585
Trade and other receivables 5 796,168 621,269
Prepaid expenditure 6 - 85,256
Total Current Assets 28,532,958 38,423,110
------------------------------ ----- ------------ ------------
Non-current Assets
Exploration expenditure 7 14,173,930 13,011,723
Property, plant and equipment 8 1,881,538 1,209,771
Other financial assets 9 70,450 100,504
------------------------------ ----- ------------ ------------
Total Non-current Assets 16,125,918 14,321,998
------------------------------ ----- ------------ ------------
TOTAL ASSETS 44,658,876 52,745,108
------------------------------ ----- ------------ ------------
LIABILITIES
Current Liabilities
Trade and other payables 10 2,215,203 1,049,812
Income tax payable 4 43,630 -
Other financial liabilities 11 263,443 104,524
------------------------------ ----- ------------ ------------
Total Current Liabilities 2,522,276 1,154,336
------------------------------ ----- ------------ ------------
TOTAL LIABILITIES 2,522,276 1,154,336
------------------------------ ----- ------------ ------------
NET ASSETS 42,136,600 51,590,772
------------------------------ ----- ------------ ------------
EQUITY
Equity attributable to equity
holders of the Company
Issued capital 12 119,061,813 118,930,526
Reserves 13 30,673 585,382
Accumulated losses 14 (76,955,886) (67,925,136)
------------------------------ ----- ------------ ------------
TOTAL EQUITY 42,136,600 51,590,772
------------------------------ ----- ------------ ------------
The above Statement of Financial Position should be read in
conjunction with the accompanying Notes
Note 2013 2012
$ $
-------------------------------- ---- --------------------------------------- ------------
Cash flows from operating
activities
Payments to suppliers and
employees (11,492,269) (15,836,784)
Interest received 1,476,989 2,439,166
Rebates received 737,198 153,635
-------------------------------- ---- --------------------------------------- ------------
Net cash inflow/(outflow)
from operating activities 23 (9,278,083) (13,243,983)
-------------------------------- ---- --------------------------------------- ------------
Cash flows from investing
activities
Exploration acquisition
costs (36,489) (92,797)
Security bond deposit - 3,000
Proceeds from sale of property,
plant and equipment - 2,422
Payments for property,
plant and equipment (798,644) (1,021,888)
-------------------------------- ---- --------------------------------------- ------------
Net cash inflow/(outflow)
from investing activities (835,133) (1,109,263)
-------------------------------- ---- --------------------------------------- ------------
Cash flows from financing
activities
Proceeds from issue of
shares and options 71,786 1,500,000
Transaction costs from
issue of shares and options - (6,270)
-------------------------------- ---- --------------------------------------- ------------
Net cash inflow from financing
activities 71,786 1,493,730
-------------------------------- ---- --------------------------------------- ------------
Net increase/(decrease)
in cash and cash equivalents
held (10,041,430) (12,859,516)
Cash and cash equivalents
at the beginning of the
financial year 37,716,585 50,599,785
Effects of exchange rate
changes on cash and cash
equivalents 61,635 (23,684)
-------------------------------- ---- --------------------------------------- ------------
Cash and cash equivalents
at the end of the financial
year 23 27,736,790 37,716,585
-------------------------------- ---- --------------------------------------- ------------
The above Statement of Cash Flows should be read in conjunction
with the accompanying Notes
Issued Share Based Foreign Accumulated Total Equity
Capital Payments Currency Losses
Reserve Translation
Reserve $ $
$ $ $
As at 1 July 2012 118,930,526 4,363,630 (3,778,248) (67,925,136) 51,590,772
Net loss for the
year (11,189,077) (11,189,007)
Other Comprehensive
Income:
Exchange differences
arising on translation
of foreign operations - - 1,185,200 - 1,185,200
Total comprehensive
loss - - 1,185,200 (11,189,077) (10,003,877)
Transactions with
owners, recorded
directly in equity:
Exercise of listed
options 71,287 - - - 71,287
Reversal of share
issue costs 60,000 - - - 60,000
Issue of options - 500 - - 500
Adjustment for expired
options - (2,158,327) - 2,158,327 -
Cost of share based
payments - 417,918 - - 417,918
As at 30 June 2013 119,061,813 2,623,721 (2,593,048) (76,955,886) 42,136,600
------------------------- ------------- ------------- ------------- ------------- -------------
Issued Share Based Foreign Accumulated Total Equity
Capital Payments Currency Losses
Reserve Translation
Reserve $ $
$ $ $
------------------------- ------------ ------------ ------------- ------------- -------------
As at 1 July 2011 117,624,295 6,194,728 (2,722,948) (56,893,310) 64,202,765
Net loss for the
year - - - (13,487,535) (13,487,535)
Other Comprehensive
Income:
Exchange differences
arising on translation
of foreign operations - - (1,055,300) - (1,055,300)
Total comprehensive
loss - - (1,055,300) (13,487,535) (14,542,835)
Transactions with
owners, recorded
directly in equity:
Issue of shares 1,500,000 - - - 1,500,000
Share issue costs (193,769) 127,500 - - (66,269)
Adjustment for expired
options - (2,455,709) - 2,455,709 -
Cost of share based
payments - 497,111 - - 497,111
As at 30 June 2012 118,930,526 4,363,630 (3,778,248) (67,925,136) 51,590,772
------------------------- ------------ ------------ ------------- ------------- -------------
The above Statement of Changes in Equity should be read in
conjunction with the accompanying Notes
The following sections are available in the full version of
the Annual Financial Report on Berkeley Resources Limited's
website:
www.berkeleyresources.com.au
Notes to the Financial Statements
Directors' Declaration
Auditor's Independence Declaration
Independent Auditor's Report
This information is provided by RNS
The company news service from the London Stock Exchange
END
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