TIDMBKY

RNS Number : 9488J

Berkeley Energia Limited

23 December 2015

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement,

application for quotation of additional securities

and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

 
Name of entity 
 Berkeley Energia Limited 
------------------------- 
 
 
ABN 
 40 052 468 569 
--------------- 
 

We (the entity) give ASX the following information.

Part 1 -- All issues

You must complete the relevant sections (attach sheets if there is not enough space).

 
 1      +Class of +securities                                       Ordinary shares 
         issued or to be 
         issued 
 
        Number of +securities 
         issued or to be 
         issued (if known) 
         or maximum number 
 2       which may be issued                                        1,450,000 
 
 3      Principal terms                                             Ordinary fully paid shares 
         of the +securities 
         (e.g. if options, 
         exercise price 
         and expiry date; 
         if partly paid 
         +securities, the 
         amount outstanding 
         and due dates 
         for payment; if 
         +convertible securities, 
         the conversion 
         price and dates 
         for conversion) 
                                                                   -------------------------------- 
 
 4      Do the +securities                                          Yes 
        rank equally in 
        all respects from 
        the +issue date 
        with an existing 
        +class of quoted 
        +securities? 
 
        If the additional 
        +securities do 
        not rank equally, 
        please state: 
         *    the date from which they do 
 
 
         *    the extent to which they participate for the next 
              dividend, (in the case of a trust, distribution) or 
              interest payment 
 
 
         *    the extent to which they do not rank equally, other 
              than in relation to the next dividend, distribution 
              or interest payment 
                                                                   -------------------------------- 
 
 5      Issue price or                                              a) 950,000 shares - Nil 
         consideration                                               - see below 
                                                                     b) 500,000 shares - $0.475 
                                                                   -------------------------------- 
 
        Purpose of the                                              a) Conversion of Performance 
         issue                                                       Share Rights upon satisfaction 
   6     (If issued as                                               of the Zona 7 feasibility 
         consideration                                               milestone and shares 
         for the acquisition                                         issued to a consultant 
         of assets, clearly                                          as part of their annual 
         identify those                                              fees to act on behalf 
         assets)                                                     of the Company. 
                                                                     b) Exercise of unlisted 
                                                                     options 
                                                                   --------------------------------------------------------- 
 
        Is the entity                                               Yes 
         an +eligible entity 
   6a    that has obtained 
         security holder 
         approval under 
         rule 7.1A? 
 
         If Yes, complete 
         sections 6b - 
         6h in relation 
         to the +securities 
         the subject of 
         this Appendix 
         3B, and comply 
         with section 6i 
                                                                   --------------------------------------------------------- 
 
        The date the security                                       27 November 2015 
         holder resolution 
   6b    under rule 7.1A 
         was passed 
                                                                   --------------------------------------------------------- 
 
        Number of +securities 
         issued without 
         security holder 
         approval under 
   6c    rule 7.1                                                        120,000 
                                                                   --------------------------------------------------------- 
 
        Number of +securities                                       Nil 
         issued with security 
   6d    holder approval 
         under rule 7.1A 
                                                                   --------------------------------------------------------- 
 
        Number of +securities                                       Nil 
         issued with security 
   6e    holder approval 
         under rule 7.3, 
         or another specific 
         security holder 
         approval (specify 
         date of meeting) 
                                                                   --------------------------------------------------------- 
 
        Number of +securities 
         issued under an 
         exception in rule 
   6f    7.2                                                        1,330,000 
                                                                   --------------------------------------------------------- 
 
        If +securities                                              Not applicable 
         issued under rule 
   6g    7.1A, was issue 
         price at least 
         75% of 15 day 
         VWAP as calculated 
         under rule 7.1A.3? 
         Include the +issue 
         date and both 
         values. Include 
         the source of 
         the VWAP calculation. 
                                                                   --------------------------------------------------------- 
 
        If +securities                                              Not applicable 
         were issued under 
   6h    rule 7.1A for 
         non-cash consideration, 
         state date on 
         which valuation 
         of consideration 
         was released to 
         ASX Market Announcements 
                                                                   --------------------------------------------------------- 
 
        Calculate the                                               7.1 - 27,133,698 
         entity's remaining 
         issue capacity 
         under rule 7.1 
         and rule 7.1A 
         - complete Annexure 
         1 and release 
         to ASX Market 
         Announcements 
                                                                     7.1A - 18,169,132 
  6i 
                                                                   --------------------------------------------------------- 
 
 7        +Issue dates                                              23 December 2015 
           Note: The issue 
           date may be prescribed 
           by ASX (refer 
           to the definition 
           of issue date 
           in rule 19.12). 
           For example, the 
           issue date for 
           a pro rata entitlement 
           issue must comply 
           with the applicable 
           timetable in Appendix 
           7A. 
           Cross reference: 
           item 33 of Appendix 
           3B. 
 
                                                                    Number                          +Class 
                                                                   ------------------------------  ------------------------- 
          Number and +class 
           of all +securities 
           quoted on ASX 
           (including the 
           +securities in 
 8         section 2 if applicable)                                 181,811,323                     Ordinary shares 
                                                                   ------------------------------  ------------------------- 
                                                                    Number                          +Class 
                                                                   ------------------------------  --------------------- 
          Number and +class 
           of all +securities 
           not quoted on 
           ASX (including 
           the +securities 
           in section 2 if                                                                          $0.45 Unlisted 
 9         applicable)                                              5,500,000                        Options 
                                                                                                     GBP0.15 Incentive 
                                                                     3,600,000                       Options 
                                                                                                     GBP0.20 Incentive 
                                                                     3,600,000                       Options 
                                                                                                     Performance Share 
                                                                     6,750,000                       Rights 
                                                                   ------------------------------  --------------------- 
 
 10       Dividend policy                                           Not applicable 
           (in the case of 

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December 23, 2015 02:00 ET (07:00 GMT)

           a trust, distribution 
           policy) on the 
           increased capital 
           (interests) 
                                                                   ----------------------------------------------------- 
 
 

Part 2 -- Pro rata issue

 
 11   Is security holder          Not applicable 
       approval required? 
                                 --------------- 
 
 12   Is the issue renounceable   Not applicable 
       or non-renounceable? 
                                 --------------- 
 
 13   Ratio in which              Not applicable 
       the +securities 
       will be offered 
 
 14   +Class of +securities       Not applicable 
       to which the offer 
       relates 
                                 --------------- 
 
 15   +Record date to             Not applicable 
       determine entitlements 
                                 --------------- 
 
 16   Will holdings               Not applicable 
       on different registers 
       (or subregisters) 
       be aggregated 
       for calculating 
       entitlements? 
                                 --------------- 
 
 17   Policy for deciding         Not applicable 
       entitlements in 
       relation to fractions 
                                 --------------- 
 
 18   Names of countries          Not applicable 
       in which the entity 
       has security holders 
       who will not be 
       sent new offer 
       documents 
       Note: Security 
       holders must be 
       told how their 
       entitlements are 
       to be dealt with. 
       Cross reference: 
       rule 7.7. 
                                 --------------- 
 
 19   Closing date for            Not applicable 
       receipt of acceptances 
       or renunciations 
                                 --------------- 
 
 20   Names of any underwriters   Not applicable 
                                 --------------- 
 
 21   Amount of any               Not applicable 
       underwriting fee 
       or commission 
                                 --------------- 
 
 22   Names of any brokers        Not applicable 
       to the issue 
                                 --------------- 
 
 23   Fee or commission           Not applicable 
       payable to the 
       broker to the 
       issue 
                                 --------------- 
 
 24   Amount of any               Not applicable 
       handling fee payable 
       to brokers who 
       lodge acceptances 
       or renunciations 
       on behalf of security 
       holders 
                                 --------------- 
 
 25   If the issue is             Not applicable 
       contingent on 
       security holders' 
       approval, the 
       date of the meeting 
                                 --------------- 
 
 26   Date entitlement            Not applicable 
       and acceptance 
       form and offer 
       documents will 
       be sent to persons 
       entitled 
                                 --------------- 
 
 27   If the entity               Not applicable 
       has issued options, 
       and the terms 
       entitle option 
       holders to participate 
       on exercise, the 
       date on which 
       notices will be 
       sent to option 
       holders 
                                 --------------- 
 
 28   Date rights trading         Not applicable 
       will begin (if 
       applicable) 
                                 --------------- 
 
 29   Date rights trading         Not applicable 
       will end (if applicable) 
                                 --------------- 
 
 30   How do security             Not applicable 
       holders sell their 
       entitlements in 
       full through a 
       broker? 
                                 --------------- 
 
 31   How do security             Not applicable 
       holders sell part 
       of their entitlements 
       through a broker 
       and accept for 
       the balance? 
                                 --------------- 
 
 32   How do security             Not applicable 
       holders dispose 
       of their entitlements 
       (except by sale 
       through a broker)? 
                                 --------------- 
 
 33   +Issue date                 Not applicable 
                                 --------------- 
 

Part 3 -- Quotation of securities

You need only complete this section if you are applying for quotation of securities

 
 34    Type of +securities 
        (tick one) 
 (a)     +Securities described in Part 1 
 
 
 
 (b)     All other +securities 
          Example: restricted securities at the 
          end of the escrowed period, partly 
          paid securities that become fully paid, 
          employee incentive share securities 
          when restriction ends, securities issued 
          on expiry or conversion of convertible 
          securities 
 

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

 
 Tick to indicate you 
  are providing the information 
  or documents 
 
 
 35     If the +securities are +equity securities, 
         the names of the 20 largest holders 
         of the additional +securities, and 
         the number and percentage of additional 
         +securities held by those holders 
 
 36     If the +securities are +equity securities, 
         a distribution schedule of the additional 
         +securities setting out the number 
         of holders in the categories 
         1 - 1,000 
         1,001 - 5,000 
         5,001 - 10,000 
         10,001 - 100,000 
         100,001 and over 
 
 37     A copy of any trust deed for the additional 
         +securities 
 

Entities that have ticked box 34(b)

 
 38   Number of +securities                                        Not applicable 
       for which +quotation 
       is sought 
 
 39   +Class of +securities                                        Not applicable 
       for which quotation 
       is sought 
                                                                  ----------------- 
 
 40   Do the +securities                                           Not applicable 
       rank equally in 
       all respects from 
       the +issue date 
       with an existing 
       +class of quoted 
       +securities? 
 
       If the additional 
       +securities do 
       not rank equally, 
       please state: 
        *    the date from which they do 
 
 
        *    the extent to which they participate for the next 
             dividend, (in the case of a trust, distribution) or 
             interest payment 
 
 
        *    the extent to which they do not rank equally, other 
             than in relation to the next dividend, distribution 
             or interest payment 
 
 41   Reason for request                                           Not applicable 
       for quotation 
       now 
       Example: In the 
       case of restricted 
       securities, end 
       of restriction 
       period 
       (if issued upon 
       conversion of 
       another +security, 
       clearly identify 
       that other +security) 
                                                                  ----------------- 
 
                                                                   Number           +Class 
                                                                  ---------------  --------- 
 42   Number and +class 
       of all +securities 
       quoted on ASX 
       (including the 
       +securities in 
       clause 38) 
                                                                  ---------------  --------- 
 
 

Quotation agreement

1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX may quote the +securities on any conditions it decides.

   2          We warrant the following to ASX. 

-- The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.

   --           There is no reason why those +securities should not be granted +quotation. 

-- An offer of the (+) securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

-- Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.

-- If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.

3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: ............................................................ Date: 23 December 2015

(Director/Company secretary)

   Print name:            Dylan Browne 

== == == == ==

Appendix 3B - Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

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December 23, 2015 02:00 ET (07:00 GMT)

Berkeley Energia (LSE:BKY)
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