TIDMBKY
RNS Number : 2128S
Berkeley Energia Limited
29 September 2017
BERKELEY ENERGIA LIMITED
2017
ANNUAL REPORT | INFORME ANUAL
ABN 40 052 468 569
Directors AIM/ASX Code
Mr Ian Middlemas Chairman BKY - Fully paid ordinary
Mr Paul Atherley Managing shares
Director Auditor
Mr Nigel Jones Non-Executive Spain
Director Ernst & Young Espana
Mr Adam Parker Non-Executive
Director Australia
Mr Robert Behets Non-Executive Ernst and Young - Perth
Director Solicitors
Company Secretary Spain
Mr Dylan Browne Herbert Smith Freehills
Other KMP Spain LLP
Mr Francisco Bellón
Chief Operations Officer Australia
Mr Javier Colilla Chief DLA Piper Australia
Administration Officer Bankers
Mr Paul Thomson Chief Financial Spain
Officer Santander Bank
Mr Hugo Schumann Chief
Commercial Officer Australia
Spanish Office Australia and New Zealand
Berkeley Minera Espana, Banking Group Ltd
S.L. Share Registry
Carretera SA-322, KM 30 United Kingdom
37495 Retortillo Computershare Investor
Salamanca, Spain Services PLC
Telephone: +34 923 193 The Pavilions, Bridgewater
903 Road
Main Office Bristol BS99 6ZZ
Unit 1B, Princes House Telephone: +44 370 702
38 Jermyn Street 0000
London SW1Y 6DN
United Kingdom Australia
Telephone: +44 203 903 Computershare Investor
1930 Services Pty Ltd
Registered Office Level 11
Level 9, 28 The Esplanade 172 St Georges Terrace
Perth WA 6000 Perth WA 6000
Australia Telephone: +61 8 9323
Telephone: +61 8 9322 6322 2000
Website Facsimile: +61 8 9323
www.berkeleyenergia.com 2033
Email Nominated Adviser and
info@berkeleyenergia.com Broker
Stock Exchange Listings WH Ireland Limited
United Kingdom Telephone: +44 207 220
London Stock Exchange - 1666
AIM
Australia
Australian Securities Exchange
Limited
CONTENTS | CONTENIDO
Directors' Report
Consolidated Statement of Profit or
Loss and Other Comprehensive Income
Consolidated Statement of Financial
Position
Consolidated Statement of Cash Flows
Consolidated Statement of Changes
in Equity
The following sections are available in the full
version of the 2017 Annual Report on the Company's
website at www.berkeleyenergia.com
Notes to and forming part of the Financial
Statements
Directors' Declaration
Auditor's Independence Declaration
Independent Auditor's Report
Corporate Governance
Mineral Resources and Ore Reserves
Statement
ASX Additional Information
The Company also advises that an Appendix 4G (Key to
Disclosures: Corporate Governance Council Principles and
Recommendations) and 2017 Corporate Governance Statement have been
released today and are also available on the Company's website.
The Directors of Berkeley Energia Limited submit their report on
the Consolidated Entity consisting of Berkeley Energia Limited
('Company' or 'Berkeley' or 'Parent') and the entities it
controlled at the end of, or during, the year ended 30 June 2017
('Consolidated Entity' or 'Group').
OPERATING AND FINANCIAL REVIEW
Operations
Highlights
Berkeley is a company focussed on developing Europe's largest
uranium project, the Salamanca mine, whilst delivering sustainable
jobs and fuelling Europe's clean energy future.
Subsequent to the end of the financial year, the Company entered
into an investment agreement with the sovereign wealth fund of the
Sultanate of Oman ('SGRF') agreeing to invest, subject to
shareholder approval, up to US$120 million to fully fund the
Salamanca mine into production.
The investment will position the fund as a long term strategic
investor in the Company as well as a potential offtake partner.
Infrastructure works on site are progressing well. The road
deviation programme is well advanced and land is now being cleared
to allow for the installation of the processing plant.
The primary crusher, delivered to site in July 2017, and the
secondary crusher, which is currently in Madrid, were fabricated by
Sandvik in Finland. Vibramech, based in South Africa, is on track
with the fabrication of the vibrating grizzly feeder and
screens.
The recent arrival on site of the primary crusher marks a
significant milestone for the Company as it evolves from the
development phase to the construction phase.
Equipment procurement for realignment of the electrical power
line has been completed and the line deviation will commence once
the road construction has been completed.
Employment levels are increasing with nearly seventy employees
and contractors now on site and this will rise to 450 when the mine
is in production. Over 120 locals have now completed the Company's
skills training programmes equipping them with the skills necessary
for positions with the Company.
These rising levels of employment are already having a positive
effect on a local community that has been badly affected by long
term unemployment, especially amongst its youth.
The Company remains committed to environmental excellence and as
part of the Environmental License and the Environmental Measures
Plan will plant 30,000 young oak trees, a six fold increase on the
number of older trees being cleared, greatly improving the
ecological and agricultural value of the area. The agreement will
come into force once the favourable report issued by the
Environmental Territorial Service of Salamanca has been approved by
the General Directorate of Natural Environment of the Castilla y
León Regional Government.
This reforestation programme commenced earlier this year with an
agreement with the highly supportive local municipality of
Vitigudino which details the arrangements for the planting of the
first 20,000 young oak trees over a 50 hectare plot.
The Company is currently evaluating quotes from a number of
experienced mining contractors and is encouraged by the competitive
bids received. A key focus is the management of cost escalation
over the term of these and all major contracts and suppliers to the
Company.
Capital and the main contractual operating costs were finalised
following the completion of the Front End Engineering and Design
('FEED') being undertaken by AMEC Foster Wheeler and came in 1%
below the Definitive Feasibility Study ('DFS') estimates,
reinforcing the Salamanca mine's position at the bottom of the cost
curve.
The next phase of the Company's exploration programme will focus
on discovering additional deposits with similar characteristics to
Zona 7. Following extensive structural mapping and the
interpretation of regional geological structures, two areas have
been selected for an intensive geochemical sampling programme
incorporating the latest uranium exploration techniques, in
addition to some others like radiometrics and radon emissions.
The Company has noted increased public tender activity by major
global utilities looking to enter into long term uranium supply
contracts in the medium to long term. The Company is actively
pursuing both public and private off-take opportunities with global
utilities in the ordinary course of business and will report
regularly on how this progresses.
The Company's view is that whilst uranium prices may remain flat
in the near term, from late 2018, when the Salamanca mine is
scheduled to come into production, the market is expected to be
dominated by US utilities looking to re-contract who will at the
same time be competing with Chinese new reactor demand, which may
lead to higher spot and term contract prices.
The Company currently has 2.75 million pounds of U(3) O(8)
concentrate under long term contracts over the first six years of
production. Potential exists to increase annual contracted volumes
further as well as extend the existing supply contracts by a total
of 1.25 million pounds.
Across the Company's portfolio, the average fixed price per
pound of contracted and optional volumes is above US$42 per pound.
This compares favourably with the current spot price of around
US$20 per pound. The Company will continue to build its sales book
as the market continues to improve.
US$120 million sovereign wealth fund strategic investment to
bring Salamanca into production
Subsequent to the end of the year, the Company announced that it
had entered into an investment agreement with SGRF agreeing to
invest up to US$120 million to fully fund the Salamanca mine into
production.
The investment will position SGRF as a long term strategic
investor in the Company as well as a potential offtake partner, and
is structured as:
-- an interest-free and unsecured convertible loan of US$65
million which can be converted into ordinary shares at 50 pence per
share resulting in the fund owning approximately 28% of the
Company; and
-- three tranches of options convertible at a weighted average
price of 85 pence per share contributing a further US$55 million
towards the later phases of the Company's development of the
Salamanca mine resulting in the fund holding a further 9% of the
Company.
SGRF will have the right to appoint a non-executive director to
the Board and has the right to match future uranium off-take
transactions on similar commercial terms subject to certain
limitations on volume.
At the time of announcing the transaction, Managing Director,
Paul Atherley, commented:
"We are delighted to welcome Oman's sovereign wealth fund as a
long-term strategic investor in the Company and look forward to
working closely with them to realise the full potential of the
exciting Salamanca mine.
The Salamanca mine is one of the only major uranium mines in
development in the world today at a time when spot uranium prices
are at a decade low.
The project benefits from a rare combination of low up front
capital cost and very low operating costs and due in part to its
location in the heart of the European Union we are able to contract
supply at prices well above the current spot price.
The fund's interest in matching our future off-take contracts
will further enhance our revenue stream."
Primary Crusher Delivered to Site
The delivery of the primary crusher to site in July 2017 marked
a key milestone in the construction of the mine.
The crusher is the first major piece of processing equipment to
be delivered to site and its arrival marks the Company's transition
from the development phase to the construction phase. The
construction and commissioning phases are estimated to be completed
during the second half of 2018.
The 400 tonne per hour crusher was manufactured by Sandvik Group
in Finland, who have also fabricated the secondary crusher, which
is currently in Madrid and will be delivered in the coming months.
Sandvik is one of the world's leading suppliers of mining equipment
and the crusher was one of the long lead items included in the use
of proceeds from the equity raise completed in the fourth quarter
of 2016.
Infrastructure development continues and major contracts being
evaluated
Initial infrastructure development commenced in August 2016 with
the re-routing of the existing electrical power line to service the
mine and a five kilometre realignment of an existing road.
The road deviation continues to proceed as planned and will be
completed in due course. The upgrade to the existing electrical
power line will commence shortly and is expected to be completed by
the end of the year. The deviation programme has been designed to
create pedestrian footpaths and secure cattle paths in order to
maximize the benefit to the local community.
The clearing of land where the processing plant, medium voltage
substation, reagent storage facilities and buildings will be built,
and the laydown area for mining and construction contractors, has
commenced. Many of the trees being cleared from these plots of land
are suffering from a fungal pest that prevents them from growing
and are being replaced with young, healthy oak trees that will
improve the ecological value of the area. The cleared trees have
been used for biomass.
Quotes from a number of experienced mining contractors are
currently being evaluated and the Company is encouraged by the
competitiveness of the bids received. A key focus is the management
of cost escalation over the term of these and all the major
contracts with and suppliers to the Company.
Committed to the highest environmental standards
The Salamanca mine is being developed to the highest
international standards and as such, the Company's commitment to
the environment remains a priority.
The mine has been designed according to the very latest thinking
on sustainable mining. The extraction and treatment areas will be
continuously rehabilitated as operations progress and with minimum
disturbance during operations. Once operations are complete, all
areas utilised by the Company will be fully restored to a condition
of increased agricultural value.
As part of the Environmental License and the Environmental
Measures Plan over 30,000 young oak trees will be planted over an
area of 75 to 100 hectares in the local area.
For every tree being cleared six will be planted in its place,
which will greatly improve the ecological value of the area. The
reforestation programme began earlier this year following an
agreement with the highly supportive municipality of Vitigudino, as
part of the Company's commitment to environmental excellence.
This agreement details the arrangements for the planting of
20,000 trees over a 50 hectare plot in the municipality of
Vitigudino. This plot forms part of an area of more than 500
hectares owned by the municipality that is currently used by cattle
farmers, despite its deteriorating ecological value.
The Company will make payments to the municipality of Vitigudino
for the next three years to cover the costs of planting and
maintaining the young trees and looks forward to entering into
similar agreements with the municipalities of Retortillo,
Villavieja and Villares de Yeltes.
Capital costs for Salamanca reduced by 1% to EUR82.3 million
The capital cost for the construction of the Salamanca mine has
reduced to EUR82.3 million (US$93.8 million), a 1% reduction over
previous estimates, confirming the project's status as one of the
lowest cost uranium mine developments in the world today.
The project benefits from well-established EU infrastructure and
a highly competitive cost environment combined with short lead
times for major equipment items.
The estimate for bringing the mine into production was prepared
as part of the FEED by the Amec Foster Wheeler Group, one of the
world's largest engineering groups.
The FEED is the execution phase of the project during which the
overall engineering and process design is translated into equipment
procurement packages and awards to specialist sub-contractors. A
number of Spain's most reputable engineering groups provided their
input into the Company's study work, including Madrid IBX-35 listed
companies Ferrovial and OHL.
The final capital costs reflect all detailed design work carried
out during the FEED, and resulted in an update to the nature and
quantity of materials required to build the Salamanca mine, with
costs from contractors and suppliers being amended based on final
bidding packages.
The Company will continue to pursue cost optimisation
opportunities as it commences full construction this summer, which
includes the evaluation of the indirect costs.
Exploration programme expanded targeting Zona 7 style
deposits
The next phase of the Company's exploration campaign has
commenced and will focus on discovering additional deposits with
similar characteristics to Zona 7, which is located close to
surface and without a strong radiometric anomaly present.
The discovery of the high grade extensions at the Zona 7 deposit
in late 2014 transformed the economics of the mine and changed the
Company's geological model for the region.
In parallel with the ongoing development on site, the Company
continues to conduct further exploration programmes aimed at
increasing the project's production profile or mine life.
Following extensive structural mapping and the interpretation of
regional geological structures, two areas totalling 100 km(2) have
been selected for an intensive geochemical sampling programme,
which will include 2,500 samples on a 200m x 200m grid.
The programme will incorporate the latest uranium exploration
techniques with samples being tested for mobile metal ions using
the Ionic Leach(TM) technique. This highly sensitive technique can
detect extremely low levels of uranium and other critical elements
and is widely acknowledged to be the most adept at identifying
subtle anomalies.
To complement the soil sampling/Ionic Leach(TM) programme, the
Company will also undertake ground radiometric survey readings and
radon emissions tests at each of the sample collection points.
Two field crews will be focussed on carrying out the planned
exploration activities over the two priority areas during the
coming months, with the goal of identifying drill targets.
In addition to this new exploration programme, the Company will
continue with exploration below Zona 7, where previous high grade
intercepts were found beneath the current defined resource,
demonstrating continuity of mineralisation and potential for the
resource to increase at depth.
Off-Take programme update and notable increase in public tender
activity
The Company currently has 2.75 million pounds of U(3) O(8)
concentrate under long term contracts over the first six years of
production. Potential exists to increase annual contracted volumes
further as well as extend the contracts by a total of 1.25 million
pounds.
The Company has maintained its preference to combine fixed and
market related pricing across its contracts in order to secure
positive margins in the early years of production whilst ensuring
the Company remains exposed to potentially higher prices in the
future.
Across the portfolio, the average fixed price per pound of
contracted and optional volumes is above US$42 per pound. This
compares favourably with the current spot price of around US$20 per
pound.
The Company notes an increase in public tender activity by major
global utilities looking to enter into long term contracts in the
medium to long term time horizon. The Company is actively pursuing
both public and private off-take opportunities with global
utilities in the ordinary course of business and will report
regularly on progress.
The Company's view is that whilst uranium prices may remain flat
in the near term, from late 2018, when Salamanca is scheduled to
come into production, the market is expected to be dominated by US
utilities looking to re-contract who will at the same time be
competing with Chinese new reactor demand, which may lead to higher
spot and term contract prices.
Major land acquisitions completed ahead of commencement of
Salamanca mine construction
Following the US$30 million equity raise, the Company completed
some key land acquisitions which will accelerate the development of
its Salamanca mine.
The successful acquisition and lease of over five hundred
hectares of land will allow for the completion of the initial
infrastructure currently underway and the commencement of
construction of the processing plant together with construction of
a medium voltage substation, reagent storage facilities and
buildings.
Commitment to the community
The Company continues to be committed to the rejuvenation of the
local community and being a good neighbour and community business
partner and stakeholder. The Company has already invested over
EUR70 million in the area over the past decade and is planning to
invest an additional EUR250 million in the coming years as the mine
develops.
The Company has been by far the biggest investor in a rural
community suffering from decades of under investment and high
levels of unemployment, especially amongst its youth.
The Company has signed Cooperation Agreements with the highly
supportive local municipalities, demonstrating its commitment to
working collaboratively with the community.
To date, through these agreements, the Company has provided wifi
networks for local villages, built play areas for children,
repaired sewage water plants, upgraded sports facilities, and
sponsored various sporting events and local festivals.
Employment and training
The policy of preferentially hiring and training local residents
has been very well received with the training programmes continuing
to be heavily oversubscribed; to date, over 120 locals have
attended courses organised by the Company and 25% of residents from
the local area have applied for jobs.
The Company has received over 21,000 applications for the first
200 direct jobs it will create. The mine will create over 450 jobs
once in full production and the University of Salamanca has
estimated that for this type of business there will be a multiplier
factor of 5.1 indirect jobs for every direct job created, resulting
in over 2,500 direct and indirect jobs being created as a
consequence of the Company's investment in the area.
During the year, the Company added a further 20 employees to its
team at the Salamanca mine bringing the total number of employees
and contractors at site to close to 70.
The recently appointed candidates are carrying out activities
such as fencing the project, preparing for the next exploration
campaign, preparing the 50 hectare plot in Vitigudino for
reforestation activities and readying other areas of the site to
allow for imminent construction.
Training programmes will continue to run throughout the year to
ensure that sufficient people from the local communities are
qualified for jobs created during the construction and mining
phases.
Permitting update
There is strong support for the Salamanca mine throughout all
levels of government. To date, the Company has received more than
90 favourable reports and permits for the development of the
mine.
The Urbanism Commission of Salamanca gave an Express Resolution
for the granting of the Authorisation of Exceptional Land Use, with
the licence to be formally issued in due course.
With the Mining Licence, Environmental Licence and the
Authorisation of Exceptional Land Use already obtained, the
remaining approval is the Construction Authorisation by the
Ministry of Industry, Energy and Tourism for the treatment plant as
a radioactive facility, which is currently in process.
Corporate
Board strengthened with the appointment of two Non-Executive
Directors
Mr Nigel Jones and Mr Adam Parker were appointed as an
independent Non-Executive Directors of the Company on 7 June 2017
and 14 June 2017 respectively.
Mr Jones has thirty years' experience in the international
mining sector. He has considerable corporate development and
marketing expertise, including being responsible for the
negotiation of key uranium supply agreements for Rio Tinto.
Mr Jones spent two decades at Rio Tinto, where ultimately he
held the position of Global Head of Business Development and prior
to that Managing Director of Rio Tinto Marine, Head of Investor
Relations and Marketing Director, Uranium.
Mr Parker joins the Company after a long and successful career
in institutional fund management in the City of London spanning
almost three decades, including being a co-founder of Majedie Asset
Management, which today manages assets of approximately GBP14
billion.
He was instrumental in building Majedie Asset Management into
the successful investment boutique that it is today. He managed
funds including the Majedie UK Opportunities Fund, the Majedie UK
Smaller Companies Fund and a quarter of the Majedie UK Focus Fund,
which all outperformed their benchmarks during his tenure.
Mr Parker retired from Majedie Asset Management in 2015 and has
no ongoing input or influence in the management of its investments,
including the firm's current ownership of approximately 5.30% of
the Company.
On 7 June 2017, Dr Jim Ross retired from the Board after over
twelve years of excellent service.
Appointment of Chief Financial Officer
During the year, Mr Paul Thomson was appointed as CFO of the
Company. Mr Thomson joined Berkeley having had many years of
experience in the mining industry.
Mr Thomson was CFO of Aureus Mining Inc., a gold producer in
West Africa, from 2011 to 2016 during which time the company
evolved from an explorer, to a developer and then a gold producer.
Prior to Aureus, he was in Business Development at Kazakhmys Plc.
Mr Thomson is a chartered accountant who previously worked with
Ernst & Young.
Mr Thomson's appointment has bolstered the finance department of
the Company and his experience in his previous roles will be highly
relevant as the Company prepares for construction.
US$30 million raised from London institutions in oversubscribed
fundraise
During the year, the Company successfully raised US$30 million
from London's generalist blue chip institutions who now constitute
a significant portion of the share register. The placing was
completed at a price of 45 pence per share, a slight discount to
the share price at the time.
Proceeds from the raise are being used to accelerate the
development of the Salamanca mine, including construction of the
crushing circuit, the centralised processing facility and land
acquisition. In addition, the funding allowed for the completion of
the FEED activities, the commencement of construction and provide
working capital.
This strong institutional support for this successful financing
was a positive endorsement of the Salamanca mine.
Results of Operations
The Consolidated Entity's net loss after tax for the year ended
30 June 2017 was $16,049,740 (2016: $13,641,054). This loss is
partly attributable to:
(i) Exploration and evaluation expenses of $11,045,135 (2016:
$9,213,493), 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 and
permitting for each separate area of interest. The increased
exploration and evaluation expenditure for the year ended 30 June
2017 is a reflection of additional activities undertaken in the
year.
(ii) Business development expenses of $2,697,276 (2016:
$1,614,099) which includes the Groups investor relations activities
including but not limited to public relations costs, marketing and
digital marking, conference fees, travel costs, consultant fees,
broker fees and stock exchange admission costs.
(iii) Non-cash share-based payments expense of $1,020,106 (2016:
$1,713,364) was recognised in respect of incentive securities
granted to directors, employees and key consultants. The Company's
policy is to expense the incentive securities over vesting period
(which for Performance Rights is generally the life of the
security). The decrease in this expense is a direct result of less
incentive securities on issue.
(iv) Recognition of interest income of $463,639 (2016:
$237,065). The increase in interest income reflects the higher
average cash position from 2016 to 2017.
Financial Position
At 30 June 2017, the Group had cash reserves of $34,814,971 and
no debt. This puts the Group in an excellent financial position as
the Company moves towards the development and construction of the
Salamanca mine.
The Group had net assets of $48,466,610 at 30 June 2017 (2016:
$26,301,977), an increase of 84% compared with the previous year.
This increase is consistent with the higher cash balance and
increased property plant and equipment. The increase is offset
somewhat by the loss for the year, comprising: (i) the current
year's net loss after income tax, and (ii) movement in
reserves.
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 term,
through the ongoing development and construction of the Salamanca
mine.
To achieve its strategic objective, the Company currently has
the following business strategies and prospects:
-- Progress with seeking further offtake partners. The Company
has maintained its preference to combine fixed and market related
pricing across its contracts in order to secure positive margins in
the early years of production whilst ensuring the Company remains
exposed to potentially higher prices in the future;
-- Advance the Salamanca mine through the development phase into
the main construction phase and then into production;
-- Complete permitting so that construction of the radioactive facilities can commence;
-- Continue to explore the Company's portfolio of tenements in
Spain targeting further Zona 7 style deposits aimed at making new
discoveries and converting some of the 29.6 million pounds of
Inferred resources into the mine schedule with the objective of
maintaining annual production at over 4 million pounds a year on an
ongoing basis; and
-- Assess other mine development opportunities at the Salamanca mine.
As with any other mining projects, all of these activities are
inherently risky and the Board is unable to provide certainty that
any or all of these activities will be able to be achieved. The
material business risks faced by the Company that are likely to
have an effect on the Company's future prospects, and how the
Company manages these risks, include but are not limited to the
following:
The Group's projects are not yet in production - As a result of
the substantial expenditures involved in mine development projects,
mine developments are prone to material cost overruns versus
budget. The capital expenditures and time required to develop new
mines are considerable and changes in cost or construction
schedules can significantly increase both the time and capital
required to build the mine;
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, if any, from the Salamanca mine 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;
The Company's activities are subject to Government regulations
and approvals - Any material adverse changes in government policies
or legislation of Spain that affect uranium mining, processing,
development and mineral exploration activities, income tax laws,
royalty regulations, government subsidies and environmental issues
may affect the viability and profitability of the Salamanca mine.
No assurance can be given that new rules and regulations will not
be enacted or that existing rules and regulations will not be
applied in a manner which could adversely impact the Group's
mineral properties; and
Global financial conditions may adversely affect the Company's
growth and profitability - Many industries, including the mineral
resource industry, are impacted by these market conditions. Some of
the key impacts of the current financial market turmoil include
contraction in credit markets resulting in a widening of credit
risk, devaluations and high volatility in global equity, commodity,
foreign exchange and energy markets, and a lack of market
liquidity. A slowdown in the financial markets or other economic
conditions may adversely affect the Company's growth and ability to
finance its activities.
With the Mining Licence, Environmental Licence and the
Authorisation of Exceptional Land Use already obtained, the
remaining approval is the Construction Authorisation by the
Ministry of Industry, Energy and Tourism for the treatment plant as
a radioactive facility, which is currently in process. Various
appeals have been made against these permits and approvals, as
allowed for under Spanish law, and the Company expects that further
appeals will be made against these and future authorisations and
approvals in the ordinary course of events. All appeals to date
have been unsuccessful. The Company will continue to comply with
its continuous disclosure obligations in relation to any such
appeals.
The construction phase of the Salamanca mine will require
substantial financing - Failure to complete and settle the SGRF
transaction may result in delaying or the indefinite postponement
of any development of the mine. There can be no assurance that
additional capital or other types of financing will be available if
needed or that, if available, the terms of such financing will be
favourable to the Company.
The successful development of the Company's project will also be
dependent on the granting of all permits necessary for the
construction and production phases. As with any development
project, there is no guarantee that the Company will be successful
in applying for and maintaining all required permits and licences
to complete construction and subsequently enter into production.
All appeals to date have been unsuccessful and the Company has no
reason to believe that future appeals will not also be
unsuccessful. Should an appeal be made and advice is received that
the appeal has some chance of success the Company will advise in
the normal course of events.
DIRECTORS
The names of Directors in office at any time during the
financial year or since the end of the financial year are:
Mr Ian Middlemas Chairman
Mr Paul Atherley Managing Director
Mr Nigel Jones Non-Executive Director (appointed 7 June 2017)
Mr Adam Parker Non-Executive Director (appointed 14 June 2017)
Mr Robert Behets Non-Executive Director
Dr James Ross Non-Executive Director (retired 7 June 2017)
Unless otherwise disclosed, Directors held their office from 1
July 2016 until the date of this report.
CURRENT DIRECTORS AND OFFICERS
Ian Middlemas
Chairman
Qualifications - B.Com, CA
Mr Middlemas is a Chartered Accountant, a member of the
Financial Services Institute of Australasia and holds a Bachelor of
Commerce degree. He worked for a large international Chartered
Accounting firm before joining the Normandy Mining Group where he
was a senior group executive for approximately 10 years. He has had
extensive corporate and management experience, and is currently a
director with a number of publicly listed companies in the
resources sector.
Mr Middlemas was appointed a Director and Chairman of Berkeley
Energia Limited on 27 April 2012. During the three year period to
the end of the financial year, Mr Middlemas has held directorships
in Apollo Minerals Limited (July 2016 - present), Cradle Resources
Limited (May 2016 - present), Paringa Resources Limited (October
2013 - present), Prairie Mining Limited (August 2011 - present),
Salt Lake Potash Limited (January 2010 - present), Equatorial
Resources Limited (November 2009 - present), Piedmont Lithium
Limited (September 2009 - present), Sovereign Metals Limited (July
2006 - present), Odyssey Energy Limited (September 2005 - present),
Syntonic Limited (April 2010 - June 2017) and Papillon Resources
Limited (May 2011 - October 2014).
Paul Atherley
Managing Director
Qualifications - B.Sc, MAppSc, MBA, ARSM
Mr Atherley is a Mining Engineer from Imperial College London
and has held numerous senior executive and board positions during
his career. He served as Executive Director of the investment
banking arm of HSBC Australia where he undertook a range of
advisory roles in the resources sector. He has completed a number
of acquisitions and financings of resource projects in Australia,
South East Asia, Africa and Western Europe, and has
well-established relationships with European and Australian capital
markets. As the Managing Director of ASX/AIM listed Leyshon
Resources Limited, Mr Atherley was responsible for the exploration,
development and successful sale of the Zheng Guang Gold-Zinc
Project in Northern China.
Mr Atherley has developed strong connections within Chinese
business, industry bodies and senior government officials,
including the most senior levels of the state owned energy
companies. Until recently he was the Chairman of the British
Chamber of Commerce in China, Vice Chairman of the China Britain
Business Council in London and served on the European Union Energy
Working Group in Beijing. He has been a regular business
commentator on China, hosting events in Beijing and appearing on
CCTVNews and China Radio International.
Mr Atherley was appointed a director of Berkeley Energia Limited
on 1 July 2015. During the three year period to the end of the
financial year, Mr Atherley has also held directorships in Leyshon
Resources Limited (May 2004 - present) and Leyshon Energy Limited
(January 2014 - present).
Nigel Jones
Non-Executive Director
Qualifications - MA OXON (Alumnus of London Business School
where Mr Jones completed a Corporate Finance Programme)
Mr Jones has thirty years' experience in the international
mining sector. He has considerable corporate development and
marketing expertise, including being responsible for the
negotiation of key uranium supply agreements for Rio Tinto.
Mr Jones spent two decades at Rio Tinto, where ultimately he
held the position of Global Head of Business Development and prior
to that Managing Director of Rio Tinto Marine, Head of Investor
Relations and Marketing Director, Uranium.
Mr Jones was recently appointed as Head of Private Side Capital
Markets at ICBC Standard Bank, the global markets subsidiary of
ICBC Bank, which is the world's largest bank by assets.
He was appointed a Director of Berkeley Energia Limited on 7
June 2017. He has not been a Director of another listed company in
the three years prior to the end of the financial year.
Adam Parker
Non-Executive Director
Qualifications - MA.Chem (Hons), ASIP
Mr Parker joined the Company after a long and successful career
in institutional fund management in the City of London spanning
almost three decades, including being a co-founder of Majedie Asset
Management, which today manages assets of approximately GBP14
billion.
Mr Parker began his career in 1987 at Mercury Asset Management
(subsequently acquired by Merrill Lynch and now part of BlackRock)
and left in 2002 when he co-founded Majedie Asset Management.
He was instrumental in building Majedie Asset Management into
the successful investment boutique that it is today. He managed
funds including the Majedie UK Opportunities Fund, the Majedie UK
Smaller Companies Fund and a quarter of the Majedie UK Focus Fund,
which all outperformed their benchmarks during his tenure.
He was appointed a Director of Berkeley Energia Limited on 14
June 2017. He has not been a Director of another listed company in
the three years prior to the end of the financial year.
Robert Behets
Non-Executive Director
Qualifications - B.Sc (Hons), FAusIMM, MAIG
Mr Behets is a geologist with over 25 years' experience in the
mineral exploration and mining industry in Australia and
internationally. He was instrumental in the founding, growth and
development of Mantra Resources Limited, an African focused uranium
company, through to its acquisition by ARMZ for approximately A$1
billion in 2011. Prior to Mantra, Mr Behets held various senior
management positions during a long career with WMC Resources
Limited.
Mr Behets has a strong combination of technical, commercial and
managerial skills and extensive experience in exploration, mineral
resource and ore reserve estimation, feasibility studies and
operations across a range of commodities, including uranium, gold
and base metals. He is a Fellow of The Australasian Institute of
Mining and Metallurgy, a Member of the Australian Institute of
Geoscientists and was also previously a member of the Australasian
Joint Ore Reserve Committee ('JORC').
Mr Behets was appointed a Director of the Company on 27 April
2012. During the three year period to the end of the financial
year, Mr Behets has held directorships in Apollo Minerals Limited
(October 2016 - present), Cradle Resources Limited (May 2016 to
present), Equatorial Resources Limited (February 2016 to present),
Piedmont Lithium Limited (February 2016 to present) and Papillon
Resources Limited (May 2012 - October 2014).
Mr Dylan Browne
Company Secretary
Qualifications - B.Com, CA, AGIA
Mr Browne is a Chartered Accountant and Associate Member of the
Governance Institute of Australia who is currently Company
Secretary for a number of ASX and European listed companies that
operate in the resources sector. He commenced his career at a large
international accounting firm and has since been involved with a
number of exploration and development companies operating in the
resources sector including Papillon Resources Limited and Prairie
Mining Limited. Mr Browne was appointed Company Secretary and Chief
Financial Officer of the Company on 29 October 2015.
OTHER KMP
Mr Francisco Bellón del Rosal
Chief Operations Officer
Qualifications - M.Sc, MAusIMM
Mr Bellón is a Mining Engineer specialising in mineral
processing and metallurgy with over 20 years' experience in
operational and project management roles in Europe, South America
and West Africa. He held various senior management roles with TSX
listed Rio Narcea Gold Mines during a 10 year career with the
company, including Plant Manager for El Valle/Carles process
facility and Operations Manager prior to its acquisition by Lundin
Mining in 2007. During this period, Mr Bellón was involved in the
development, construction, commissioning and production phases of a
number of mining operations in Spain and Mauritania including El
Valle-Boinás / Carlés (open pit and underground gold-copper mines
in northern Spain), Aguablanca (open pit nickel-copper mine in
southern Spain) and Tasiast (currently Kinross' world class open
pit gold mine in Mauritania). He subsequently joined Duro Felguera,
a large Spanish engineering house, where as Manager of the Mining
Business, he managed the peer review, construction and
commissioning of a number of large scale mining operations in West
Africa and South America in excess of US$1B. Mr Bellón joined
Berkeley Energia Limited in May 2011.
Mr Javier Colilla Peletero
Chief Administration Officer
Qualifications - Econ (Hons), LLB (Hons), MBA
Mr Colilla is a Mineral Economist and Lawyer. With prior
experience in auditing and insurance sectors, he has over 25 years'
experience in the mining sector commencing as the Managing Director
of an international drilling company in the early 1980's. He
subsequently worked for Anglo American as General Manager of their
Spanish subsidiaries, whilst also contributing as international
staff member to several projects in Europe and South America. Mr
Colilla held various executive management roles during a long
career with the TSX listed Rio Narcea Gold Mines, including Vice
President Business Development, Chief Financial Officer, Senior
Vice President Corporate, as well as Administrator/Director of its
subsidiaries. During this period, he was involved in all aspects of
commercial, legal and joint venture management, permitting,
stakeholder engagement, government liaison and project financing
for a number of mining operations in Spain and internationally
including El Valle-Boinás / Carlés, Aguablanca and Tasiast.
Following the acquisition of Rio Narcea Gold Mines by Lundin Mining
in 2007, Mr Colilla consulted on renewable energies projects and
advised several international leading legal firms in the areas of
public aid financing (domestic and international) and due diligence
exercises in relation to Spanish mining companies being acquired by
multinational mining groups. Mr Colilla joined Berkeley Energia
Limited in April 2010.
Mr Paul Thomson
Chief Financial Officer
Qualifications - BA (Hons), CA
Mr Thomson is a chartered accountant with over two decades of
experience in both the finance and the mining industries. Prior to
joining the Company, he was CFO of Aureus Mining Inc., a gold
producer in West Africa, from 2011 to 2016 during which time the
company evolved from an explorer, to a developer and then to a gold
producer. Before this he worked in Business Development at
Kazakhmys Plc and for Ernst & Young in the energy corporate
finance team. Mr Thomson is a member of the Institute of Chartered
Accountants of Scotland ("ICAS") and holds a Corporate Finance
Advanced Diploma ("ICAEW"). Mr Thomson joined Berkeley Energia in
January 2017.
Mr Hugo Schumann
Chief Commercial Officer
Qualifications - MBA, CFA, B.Bus.Sci (Hons)
Mr Schumann commenced his career as a management consultant
before moving into the natural resources sector, initially as part
of an investing team in London focused on early stage mining
projects and then working in corporate development functions for a
number of listed mining and energy companies. He has a decade of
experience in the financing and development of mining and energy
projects globally across a range of commodities. He holds an MBA
from INSEAD, is a CFA Charterholder and holds a Bachelor of
Business Science (Finance CA) from the University of Cape Town. Mr
Schumann joined Berkeley Energia Limited in July 2015.
PRINCIPAL ACTIVITIES
The principal activities of the Consolidated Entity during the
year consisted of mineral exploration and development. There was no
significant change in the nature of those activities.
DIVIDS
No dividends have been declared, provided for or paid in respect
of the financial year ended 30 June 2017 (2016: nil).
EARNINGS PER SHARE
2017 2016
Cents Cents
---------------------------------- ------- -------
Basic and diluted loss per share (6.88) (7.47)
---------------------------------- ------- -------
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.
(i) On 14 July 2016, the Company announced the results of the
completed DFS which confirmed the Salamanca mine as one of the
lowest cost producers capable of generating strong after tax cash
flow through the current low in the uranium price cycle;
(ii) On 28 November 2016, the Company announced that it had
signed a binding off-take agreement with Interalloys Trading
Limited ('Interalloys') for the sale of the first production from
the Salamanca mine. An average fixed price of US$43.78 per pound of
contracted and optional volumes was agreed between the parties;
(iii) On 6 December 2016, the Company completed major land
acquisitions at the Salamanca mine in order to accelerate the
initial development infrastructure at the mine;
(iv) On 16 December 2016, the Company completed a placement of
53.6 million shares at an issue price of 45 pence per share to
London's generalist blue chip institutions to raise gross proceeds
of US$30 million;
(v) On 20 December 2016, the Company announced that the order of
the first major items for the crushing circuit which came in more
than 20% below estimates from the DFS; and
(vi) On 17 March 2017, the Company announced additional high
grade intersections below the Zona 7 deposit at the Salamanca mine
which reported grades consistent with, or higher than, the average
grade of the Zona 7 resource.
SIGNIFICANT EVENTS AFTER THE BALANCE DATE
(i) On 6 July 2017, the Company announced that the capital cost
for the construction of the Salamanca mine has reduced to EUR82.3
million (US$93.8 million), a 1% reduction over previous estimates,
confirming the project's status as one of the lowest cost uranium
mine developments in the world today;
(ii) On 12 July 2017, the Company announced that the primary
crusher for the Salamanca mine had been delivered to site, marking
a key milestone in the construction of the Salamanca mine; and
(iii) On 31 August 2017, the Company signed an investment
agreement with SGRF agreeing to invest up to US$120 million to
fully fund the Salamanca mine into production.
Other than as outlined above, as at the date of this report
there are no matters or circumstances, which have arisen since 30
June 2017 that have significantly affected or may significantly
affect:
-- the operations, in financial years subsequent to 30 June 2017, of the Consolidated Entity;
-- the results of those operations, in financial years
subsequent to 30 June 2017, of the Consolidated Entity; or
-- the state of affairs, in financial years subsequent to 30
June 2017, 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. These certificates are renewed following annual audits
established by the regulations, with the most recent audit
successfully completed in July 2015.
INFORMATION ON DIRECTORS' INTERESTS IN SECURITIES OF
BERKELEY
Interest in Securities at the Date
of this Report
Ordinary Shares(i) Incentive Performance
Current Directors Options(ii) Rights(iii)
------------------- ------------------- ------------- -------------
Ian Middlemas 9,300,000 - -
Paul Atherley 1,369,000 4,000,000 1,850,000
Nigel Jones - - -
Adam Parker - - -
Robert Behets 2,490,000 - 480,000
------------------- ------------------- ------------- -------------
Notes
(i) "Ordinary Shares" means fully paid ordinary shares in the capital of the Company.
(ii) "Incentive Options" means an unlisted option to subscribe
for 1 Ordinary Share in the capital of the Company
(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 Incentive Options and
Performance Rights have been issued over unissued Ordinary Shares
of the Company:
-- 3,500,000 Incentive Options exercisable at GBP0.15 on or before 30 June 2018;
-- 150,000 Incentive Options exercisable at GBP0.25 on or before 30 June 2018;
-- 150,000 Incentive Options exercisable at GBP0.30 on or before 30 June 2018;
-- 200,000 Incentive Options exercisable at GBP0.40 on or before 30 June 2018.
-- 3,500,000 Incentive Options exercisable at GBP0.20 on or before 30 June 2019;
-- 3,585,000 Performance Rights expiring on 31 December 2018;
-- 100,000 Performance Rights expiring on 31 March 20019; and
-- 4,925,000 Performance Rights expiring on 31 December 2019.
These Incentive Options and Performance Rights do not entitle
the holders to participate in any share issue of the Company or any
other body corporate. During the year ended 30 June 2017, 200,000
Ordinary Shares were issued as a result of the exercise of 200,000
Incentive Options and no Ordinary Shares were issued as a result of
the conversion of Performance Rights. Subsequent to the end of the
financial year and up and until the date of this report, no
Ordinary shares have been issued as a result of the exercise of
Incentive Options or conversion of Performance Rights.
MEETINGS OF DIRECTORS
The following table sets out the number of meetings of the
Company's Directors and the board committees held during the year
ended 30 June 2017, and the number of meetings attended by each
director. Subsequent to the end of the year the Board resolved to
establish a Remuneration and Nomination Committee.
The Board as a whole currently performs the functions of an
Audit Committee and Risk Committee, however this will be reviewed
should the size and nature of the Company's activities change.
Board Meetings Remuneration and Nomination Committee(i)
-------------------------------------------- --------------------------------------------
Current Directors Number Eligible to Attend Number Attended Number Eligible to Attend Number Attended
------------------- -------------------------- ---------------- -------------------------- ----------------
Ian Middlemas 3 3 - -
Paul Atherley 3 3 - -
Nigel Jones - - - -
Adam Parker - - - -
Robert Behets 3 3 - -
------------------- -------------------------- ---------------- -------------------------- ----------------
Notes
(i) Subsequent to the end of the year, the Company formally
established a Remuneration and Nomination Committee.
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 Chairman
Mr Paul Atherley Managing Director
Mr Nigel Jones Non-Executive Director (appointed 7 June 2017)
Mr Adam Parker Non-Executive Director (appointed 14 June 2017)
Mr Robert Behets Non-Executive Director
Dr James Ross Non-Executive Director (retired 7 June 2017)
Other KMP
Mr Francisco Bellón del Rosal Chief Operations Officer
Mr Javier Colilla Peletero Chief Administrations Officer
Mr Hugo Schumann Chief Commercial Officer
Mr Paul Thomson Chief Financial Officer (appointed 12 January 2017)
Mr Dylan Browne 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 2016 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 development and construction activities;
-- risks associated with resource companies whilst exploring and developing projects; and
-- other than profit which may be generated from asset sales (if
any), the Group does not expect to be undertaking profitable
operations until sometime after the successful commercialisation,
production and sales of commodities from one or more of its current
projects, or the acquisition of a profitable mining operation.
Remuneration and Nomination Committee
Subsequent to the end of the year and in response to the Company
receiving at least 25% of votes cast against the Remuneration
Report at the 2016 AGM, the Board resolved to establish an
independent Remuneration and Nomination Committee ('Remcom') to
oversee the Group's remuneration and nomination responsibilities
and governance. The remuneration committee members consist of three
independent non-executive directors being Mr Parker (as Chair), Mr
Jones and Mr Behets.
The Remcom's role will be to determine the remuneration of the
Company's Executives, oversee the remuneration of KMP, and approve
awards under the Company's long-term incentive plan ('LTIP').
The Remcom will review the performance of Executives and KMP and
set the scale and structure of their remuneration and the basis of
their service/consulting agreements. In doing so, the Remcom will
have due regard to the interests of shareholders.
In determining the remuneration of Executives and KMP, the
Remcom will seek to enable the Company to attract and retain
executives of the highest calibre. In addition, the Remcom will
decides whether to grant incentives securities in the Company and,
if these are to be granted, who the recipients should be.
Remuneration Policy for Executives
The Group's remuneration policy is to provide a fixed
remuneration component and a performance based component (Incentive
Options, Performance Rights and a cash bonuses, see below). The
Board believes that this remuneration policy is appropriate given
the considerations discussed in the section above and is
appropriate in aligning KMP objectives with shareholder and
business objectives.
Fixed Remuneration
Fixed remuneration consists of base salaries, as well as
employer contributions to superannuation funds and other non-cash
benefits. Non-cash benefits may include provision of motor
vehicles, housing and health care benefits.
Fixed remuneration will be reviewed annually by the Remcom. The
process consists of a review of Company and individual performance,
relevant comparative remuneration externally and internally and,
where appropriate, external advice on policies and practices.
Performance Based Remuneration - Short Term Incentive
Some KMP are entitled to an annual cash bonus upon achieving
various key performance indicators ('KPI's'), as set by the Board.
Having regard to the current size, nature and opportunities of the
Company, the Board has determined that these KPI's will include
measures such as successful completion of exploration activities
(e.g. completion of exploration programmes within budgeted
timeframes and costs), development activities (e.g. completion of
feasibility studies and initial infrastructure), corporate
activities (e.g. recruitment of key personnel and project
financing) and business development activities (e.g. project
acquisitions and capital raisings). On an annual basis, after
consideration of performance against key performance indicators,
the Board determines the amount, if any, of the annual cash bonus
to be paid to each KMP. During the financial year, a total bonus
sum of $680,465 (2016: $484,698) was paid, or is payable to KMP on
achievement of KPIs as set by the Board (in future to be set by the
Remcom) which included: (i) Completion of the investment agreement
with SGRF; (ii) Completion of a positive DFS for the Salamanca
mine; (iii) Completed the FEED for the Salamanca mine which reduced
capital costs of the project by 1%; (iv) Conclusion of a number of
off-take contracts for the sale of uranium production during the
financial year; (v) Announcement of a key milestone in the
construction of the Salamanca mine following the delivery of the
primary crusher to site; (vi) Announcement of early stage
construction activities at the Salamanca mine including land
acquisition, the road deviation advancing, equipment procurement of
the electrical power line and preliminary reagent supply agreement
having been entered into; (vii) Announcement of further high grade
intercepts below Zona 7 identified; and (viii) Completion of an
oversubscribed placement of 53.6 million shares at an issue price
of GBP0.45 per share to London blue chip institutions to raise
US$30 million (GBP24 million).
Performance Based Remuneration - Long Term Incentive
The Group has adopted a LTIP comprising the 'Berkeley
Performance Rights Plan' (the 'Plan') to reward KMP and key
employees for long-term performance. Shareholders approved the Plan
in April 2013 at a General Meeting of Shareholders and Performance
Rights were issued under the Plan in May 2013 and March 2014.
Shareholders approved the renewal of the Plan in July 2015.
The Plan provides for the issuance of unlisted performance share
rights ('Performance Rights') which, upon satisfaction of the
relevant performance conditions attached to the Performance Rights,
will result in the issue of an Ordinary Share for each Performance
Right. Performance Rights are issued for no consideration and no
amount is payable upon conversion thereof.
To achieve its corporate objectives, the Company needs to
attract and retain its key staff, whether employees or contractors.
The Board believes that grants made to eligible participants under
the Plan provides 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 recruit, incentivise and retain KMP
and other eligible employees and contractors needed to achieve the
Company's strategic objectives;
(b) link the reward of eligible employees and contractors with
the achievements of strategic goals and the long term performance
of the Company;
(c) align the financial interest of participants of the Plan with those of Shareholders; and
(d) provide incentives to participants of the Plan to focus on
superior performance that creates Shareholder value.
Performance Rights granted under the Plan to eligible
participants will be linked to the achievement by the 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 had been on issue
or granted to certain KMP and other employees and consultants with
the following performance conditions:
(a) Expanded Definitive Feasibility Study Milestone means
delivery of a positive Definitive Feasibility Study incorporating
Zona 7, and the Company making a decision to proceed to development
of operation evidenced by the Board resolving to continue to
develop the Project before 30 June 2017 (milestone was achieved on
14 July 2017 with the Performance Rights converting on 29 July
2017);
(b) Project Construction Milestone means completion of
approximately 25% of the project development phase, as per the
project development schedule and budget approved by the Board in
accordance with the Definitive Feasibility Study before 31 December
2018;
(c) Finance Review Milestone means demonstrating the reduction
in capital and operating costs of the Salamanca mine and a
reduction to the overall financing requirement and cost of capital
of the Company as approved by the board before 31 March 2019;
and
(d) Production Milestone means achievement of first uranium
production before 31 December 2019.
In addition, may provide unlisted Incentive Options to some KMP
as part of their remuneration and incentive arrangements in order
to attract and retain their services and to provide an incentive
linked to the performance of the Group. The Board's policy is to
grant Incentive Options to KMP with exercise prices at or above
market share price (at time of agreement). As such, Incentive
Options granted to KMP are generally only of benefit if the KMP has
performed to the level whereby the value of the Company has
increased sufficiently to warrant exercising the Incentive Options
granted. No Incentive Options were issued to KMP during the current
financial year.
Other than service-based vesting conditions (if any), there were
no additional performance criteria on the Incentive Options granted
to KMP, as given the speculative nature of the Group's activities
and the small management team responsible for its running, it is
considered that the performance of KMP and the performance and
value of the Group are closely related.
The Company prohibits executives entering into arrangements to
limit their exposure to Unlisted Options and Performance Rights
granted as part of their remuneration package.
Remuneration Policy for Non-Executive Directors
The Board policy is to remunerate Non-Executive Directors at
market rates for comparable companies for time, commitment and
responsibilities. Given the current size, nature and risks of the
Company, incentive options have been used to attract and retain
Non-Executive Directors. The Board determines payments to the
Non-Executive Directors and reviews their remuneration annually,
based on market practice, duties and accountability. Independent
external advice is sought when required.
The maximum aggregate amount of fees that can be paid to
Non-Executive Directors is subject to approval by shareholders at a
General Meeting. The maximum aggregate amount that may be paid to
Non-Executive Directors is $350,000 during the financial year, as
approved by shareholders at the a Meeting of Shareholders held on 6
May 2009. Director's fees paid to Non-Executive Directors accrue on
a daily basis. Fees for Non-Executive Directors are not directly
linked to the performance of the economic entity. However, to align
Directors' interests with shareholder interests, the Directors are
encouraged to hold shares in the Company. Given the size, nature
and opportunities of the Company, Non-Executive Directors may
receive Incentive Options or Performance Rights in order to secure
and retain their services.
Fees for the Chairman were set at $50,000 per annum (2016:
$50,000) (including post-employment benefits).
Fees for Non-Executive Directors' were set at $30,000 per annum
(2016: $30,000) (including post-employment benefits). These fees
cover main board activities only. Non-Executive Directors may
receive additional remuneration for other services provided to the
Company, including but not limited to, membership of committees.
From the 2018 financial year, Non-Executive Directors' will receive
a fee of $45,000 per annum (including post-employment benefits)
which reflects the transition of the Company from an explorer to a
developer.
During the 2017 financial year, no Incentive Options or
Performance Rights were granted to Non-Executive Directors.
The Company prohibits Non-Executive Directors entering into
arrangements to limit their exposure to Incentive Options granted
as part of their remuneration package.
Relationship between Remuneration and Shareholder Wealth
During the Group's exploration and development phases of its
business, the Board anticipates that the Company will retain future
earnings (if any) and other cash resources for the operation and
development of its business. Accordingly the Company does not
currently have a policy with respect to the payment of dividends
and returns of capital. Therefore there was no relationship between
the Board's policy for determining, or in relation to, the nature
and amount of remuneration of KMP and dividends paid and returns of
capital by the Company during the current and previous four
financial years.
The Board does not directly base remuneration levels on the
Company's share price or movement in the share price over the
financial year and the previous four financial years. Discretionary
annual cash bonuses are based upon achieving various non-financial
KPIs as detailed under 'Performance Based Remuneration - Short Term
Incentive' and are not based on share price or earnings. As noted
above, a number of KMP have also been granted Performance Rights
and Incentive Options, which generally will be of greater value
should the value of the Company's shares increase (subject to
vesting conditions being met), and in the case of options, increase
sufficiently to warrant exercising the Incentive Options
granted.
Relationship between Remuneration of KMP and Earnings
As discussed above, the Group is currently undertaking
exploration and development activities, and does not expect to be
undertaking profitable operations until sometime after the
successful commercialisation, production and sales of commodities
from one or more of its current projects.
Accordingly the Board does not consider earnings during the
current and previous four financial years when determining, and in
relation to, the nature and amount of remuneration of KMP.
The maximum aggregate amount of fees that can be paid to
Non-Executive Directors is subject to approval by shareholders at a
General Meeting. Fees for Non-Executive Directors are not linked to
the performance of the economic entity. However, to align
Directors' interests with shareholder interests, the Directors are
encouraged to hold shares in the Company and Non-Executive
Directors have received Performance Rights and Incentive Options in
order to secure their services and as a key component of their
remuneration.
General
Where required, KMP receive superannuation contributions (or
foreign equivalent), currently equal to 9.5% of their salary, and
do not receive any other retirement benefit. From time to time,
some individuals have chosen to sacrifice part of their salary to
increase payments towards superannuation.
All remuneration paid to KMP is valued at cost to the company
and expensed. Incentive Options and Performance Rights are valued
using an appropriate valuation methodology. The value of these
Incentive Options and Performance Rights is expensed over the
vesting period.
KMP Remuneration
Details of the nature and amount of each element of the
remuneration of each Director and other KMP of the Company or Group
for the financial year are as follows:
Short-term
Benefits Non-Cash Percentage
----------------------- --------------------------
Share-Based
Payments
of Total
Remunerat-ion
that
Post Consists Percent-age
Salary Cash Employ-ment of Options/ Perform-ance
& Fees Incentive Benefits (6) Total Rights Related
Other
Non-Cash
Benefits(5)
2017 $ $ $ $ $ $ % %
------------ ---------- ----------- ------------ ------------ ------------ ---------- -------------- -------------
Directors
Ian
Middlemas 45,600 - 4,332 - - 49,932 - -
Paul
Atherley 459,754 422,852 - 309,294 - 1,191,900 25.95 61.43
Nigel
Jones(1) 3,115 - - - - 3,115 - -
Adam
Parker(2) 1,757 - - - - 1,757 - -
Robert
Behets 27,398 - 2,603 31,424 - 61,425 51.16 51.16
James
Ross(3) 25,634 - 2,435 23,347 - 51,416 45.41 45.41
Other KMP
Francisco
Bellón
del Rosal 281,791 86,705 19,808 178,366 45,197 611,867 29.15 43.32
Javier
Colilla
Peletero 281,791 14,451 19,808 178,366 37,978 532,394 33.50 36.22
Paul
Thomson(4) 151,564 21,143 - 24,980 - 197,687 12.64 23.33
Hugo
Schumann 252,453 84,570 - 181,441 - 518,464 35.00 51.31
Dylan Browne 109,451 50,744 - 81,623 - 241,818 33.75 54.74
Total 1,640,308 680,465 48,986 1,008,841 83,175 3,461,775
============ ========== =========== ============ ============ ============ ========== ============== =============
Notes
(1) Mr Jones was appointed a Director on 7 June 2017.
(2) Mr Parker was appointed a Director on 14 June 2017.
(3) Mr Ross retried as a Director on 7 June 2017.
(4) Mr Thomson was appointed as Chief Financial Officer on 12 January 2017.
(5) Other Non-Cash Benefits includes payments made for housing and car benefits.
(6) Share-based payments are measured for by using a
Black-Scholes valuation method and are expensed over the vesting
period of the Performance Rights or Incentive Options issued.
Performance Rights are linked to the achievement by the Company of
certain performance conditions as determined by the Board from time
to time with the Performance Rights only of any value to the holder
if the performance conditions are satisfied prior to the expiry of
the respective Performance Rights.
Short-term
Benefits Non-Cash Percentage
----------------------- --------------------------
Share-Based
Payments
of Total
Remunerat-ion
that
Post Consists Percent-age
Salary Cash Employ-ment of Options/ Perform-ance
& Fees Incentive Benefits (5) Total Rights Related
Other
Non-Cash
Benefits(4)
2016 $ $ $ $ $ $ % %
------------ ---------- ----------- ------------ ------------ ------------ ---------- -------------- -------------
Directors
Ian
Middlemas 45,600 - 4,400 - - 50,000 - -
Paul
Atherley(1) 456,218 225,344 - 439,874 - 1,121,436 39.22 59.32
James Ross 27,398 - 2,603 (5,116) - 24,885 (20.56) (20.56)
Robert
Behets 27,398 - 2,603 72,440 - 102,441 70.71 70.71
Other KMP
Francisco
Bellón
del Rosal 297,002 76,154 20,467 269,321 48,441 711,385 37.86 48.56
Javier
Colilla
Peletero 297,002 76,154 18,770 269,321 46,431 707,678 38.06 48.82
Hugo
Schumann 226,851 89,697 - 214,425 - 530,973 40.38 57.28
Dylan
Browne(2) 98,066 17,349 - 68,215 - 183,630 37.15 46.60
Clint
McGhie(3) - - - 24,627 - 24,627 100.00 100.00
------------ ---------- ----------- ------------ ------------ ------------ ---------- -------------- -------------
Total 1,475,535 484,698 48,843 1,353,107 94,872 3,457,055
============ ========== =========== ============ ============ ============ ========== ============== =============
Notes
(1) Mr Atherley was appointed a Director with effect from 1 July 2015.
(2) Mr Browne was appointed as Company Secretary on 29 October 2015.
(3) Mr McGhie resigned as Company Secretary and Chief Financial
Officer on 29 October 2015. Previously Mr McGhie provided services
as the Company Secretary and Chief Financial Officer through a
services agreement between Berkeley and Apollo Group Pty Ltd. Under
the agreement up and until Mr McGhie's resignation date, Apollo
Group Pty Ltd was paid, or was payable $72,500 (2015: $296,000) for
the provision of administrative, company secretarial and accounting
services, and the provision of a fully serviced office to the
Company
(4) Other Non-Cash Benefits includes payments made for housing and car benefits.
(5) Share-based payments are measured for by using a
Black-Scholes valuation method and are expensed over the life of
the Performance Rights issued. The Performance Rights are linked to
the achievement by the Company of certain performance conditions as
determined by the Board from time to time with the Performance
Rights only of any value to the holder if the performance
conditions are satisfied prior to the expiry of the respective
Performance Rights.
Incentive Options and Performance Rights Granted to KMP
Details of Incentive Options and Performance Rights granted by
the Company to each Key Management Personnel of the Group during
the year ended 30 June 2017 are as follows:
Grant Date No. Vested
Grant Expiry Fair Value at 30 June
2017 Security(1) Date Date Exercise Price $ No. Granted 2017
-------------- -------------- ----------- ----------- --------------- -------------- ------------ -------------
Other KMP
Paul Thomson Rights 25 May 17 31 Mar 19 - 0.810 100,000 -
Rights 25 May 17 31 Dec 19 - 0.810 300,000 -
-------------- ----------- ----------- ------------------------------ -------------- ------------ -------------
Notes
(1) For details on the valuation of the Unlisted Options and
Performance Rights, including models and assumptions used, please
refer to Note 16 to the financial statements.
Details of the value of Incentive Options granted, exercised or
lapsed for each KMP of the Company or Group during the financial
year are as follows:
Value
Value Value Value of Incentive
of Incentive of Incentive of options Options Percentage
Options Options / rights included of remuneration
granted exercised lapsed in remuneration that consists
during during during for the of Incentive
the year the year the year year Options
2017 $ $ $ $ %
-------------- -------------- --------------- ------------ ----------------- -----------------
Other KMP
Hugo Schumann - 104,337(1),(2) - - -
-------------- -------------- --------------- ------------ ----------------- -----------------
Notes
(1) On 23 December 2016, Mr Schumann exercised 100,000 Incentive
Options. The value of the Incentive Options exercised is calculated
by using the closing price on that date (A$0.82) less the exercise
price GBP0.15 (A$0.26).
(2) On 23 December 2016, Mr Schumann exercised 100,000 Incentive
Options. The value of the Incentive Options exercised is calculated
by using the closing price on that date (A$0.82) less the exercise
price GBP0.20 (A$0.34).
Employment Contracts with Directors and KMP
Current Directors
Mr Ian Middlemas, Non-Executive Chairman, has a letter of
appointment dated 29 June 2015 confirming the terms and conditions
of his appointment. Effective from 1 July 2013, Mr Middlemas has
received a fee of $50,000 per annum inclusive of
superannuation.
Mr Paul Atherley, Managing Director, is engaged under a
consultancy deed with North Asia Metals Ltd ('NAML') dated 16 June
2015. The agreement specifies the duties and obligations to be
fulfilled by Mr Atherley as Managing Director. There is 12 month
rolling term and either party may terminate with three months
written notice. No amount is payable in the event of termination
for material breach of contract, gross misconduct or neglect.
Effective 1 July 2016, NAML has received an annual consultancy fee
of GBP275,000 and will be eligible for an annual bonus of up to
GBP250,000 to be paid upon successful completion of key performance
indicators as determined by the Board. In addition, NAML, subject
to the Corporations Act, will be entitled to receive a payment
equivalent to the annual consultancy fee in the event of a change
in control clause being triggered by the Company.
Mr Nigel Jones, Non-Executive Director, has a letter of
appointment with Berkeley Energia Limited dated 5 June 2017
confirming the terms and conditions of his appointment. Effective
from his appointment date (being 7 June 2017), Mr Jones has
received a fee of $45,000 per annum.
Mr Adam Parker, Non-Executive Director, has a letter of
appointment with Berkeley Energia Limited dated 5 June 2017
confirming the terms and conditions of his appointment. Effective
from 28 August 2017, Mr Parker will receive a fee of $45,000 per
annum for his Board duties and $15,000 for chairing the Remcom.
Mr Robert Behets, Non-Executive Director, has a letter of
appointment dated 29 June 2015 confirming the terms and conditions
of his appointment. Effective 1 July 2015, Mr Behets has received a
fee of $45,000 per annum inclusive of superannuation. Mr Behets
also has a services agreement with the Company dated 18 June 2012,
which provides for a consultancy fee at the rate of $1,200 per day
for management and technical services provided by Mr Behets. Either
party may terminate the agreement without penalty or payment by
giving two months' notice.
Current other KMP
Mr Francisco Bellón del Rosal, has a contract of employment
dated 14 April 2011 and amended on 1 July 2011, 13 January 2015 and
16 March 2017. The contract specifies the duties and obligations to
be fulfilled by the Chief Operations Officer. The contract has a
rolling term and may be terminated by the Company giving six
months' notice, or 12 months in the event of a change of control of
the Company. In addition to the notice period, Mr Bellón will also
be entitled to receive an amount equivalent to statutory
unemployment benefits (approximately EUR25,000) and statutory
severance benefits (equivalent to 45 days remuneration per year
worked from 9 May 2011 to 11 February 2012, and 33 days
remuneration per year worked from 12 February 2012 until
termination). No amount is payable in the event of termination for
neglect of duty or gross misconduct. Mr Bellón receives a fixed
remuneration component of EUR190,000 per annum plus compulsory
social security contributions regulated by Spanish law, as well as
the provision of accommodation in Salamanca and a motor
vehicle.
Mr Javier Colilla Peletero, has a contract of employment dated 1
July 2010 and amended on 12 December 2011 13 January 2015 and 22
March 2017. The contract specifies the duties and obligations to be
fulfilled by the Chief Administration Officer. The contract has a
rolling term and may be terminated by the Company giving six months
notice, or 12 months in the event of a change of control of the
Company or if the position becomes redundant. In addition to the
notice period, Mr Colilla will also be entitled to receive an
amount equivalent to statutory unemployment benefits (approximately
EUR25,000) and statutory severance benefits (equivalent to 45 days
remuneration per year worked from 1 July 2010 to 11 February 2012,
and 33 days remuneration per year worked from 12 February 2012
until termination). No amount is payable in the event of
termination for neglect of duty or gross misconduct. Mr Colilla
receives a fixed remuneration component of EUR190,000 per annum
plus compulsory social security contributions regulated by Spanish
law, as well as an allowance for the use of his private motor
vehicle.
Mr Paul Thomson, Chief Financial Officer, is engaged under a
consultancy deed with Inverey Limited ('Inverey') dated 12 January
2017. The agreement specifies the duties and obligations to be
fulfilled by Mr Thomson as the Chief Financial Officer. The Company
may terminate the agreement with three months written notice. No
amount is payable in the event of termination for material breach
of contract, gross misconduct or neglect. Inverey receives an
annual consultancy fee of GBP190,000 and will be eligible for a
cash incentive of up to GBP50,000 to be paid upon successful
completion of key performance indicators as determined by the
Managing Director and Board of Directors. In addition Inverey will
be entitled to receive a payment incentive worth the annual
consultancy fee in the event of a change of control clause being
triggered with the Company.
Mr Hugo Schumann, Chief Commercial Officer, is engaged under a
consultancy deed with Meadowbrook Enterprises Limited
('Meadowbrook') which was updated on 15 May 2016. The agreement
specifies the duties and obligations to be fulfilled by Mr Schumann
as the Chief Commercial Officer. The Company may terminate the
agreement with three months written notice. No amount is payable in
the event of termination for material breach of contract, gross
misconduct or neglect. Meadowbrook receives an annual consultancy
fee of GBP150,000 and will be eligible for a cash incentive of up
to GBP50,000 to be paid upon successful completion of key
performance indicators as determined by the Managing Director and
Board of Directors.
Mr Dylan Browne, Company Secretary, has a letter of appointment
dated 29 October 2015 confirming the terms and conditions of his
appointment. Mr Browne's appointment letter is terminable pursuant
to the Company's Constitution. Mr Browne receives a fee of GBP5,500
per annum pursuant to this appointment letter. In addition Candyl
Limited ('Candyl'), a company of which Mr Browne is a director and
shareholder, has a consultancy agreement with the Company, which
specifies the duties and obligations to be fulfilled by Mr Browne
as the Company Secretary. Either party may terminate the agreement
with three months written notice. No amount is payable in the event
of termination for material breach of contract, gross misconduct or
neglect. Candyl receives an annual consultancy fee of
GBP60,500.
Equity instruments held by Key Management Personnel
Incentive Options and Performance Right holdings of KMP
Vested and
Vested Options exerciseable
Held at Granted as and Rights Net Other Held at at 30 June
2017 1 July 2016 Compen-sation exercised Changes 30 June 2017 2017
----------------- ------------- ---------------- --------------- ---------------- -------------- ---------------
Directors
Ian Middlemas - - - - - -
Paul Atherley 6,500,000 - (650,000) - 5,850,000 4,000,000
Mr Nigel Jones -(1) - - - - -
Mr Adam Parker -(2) - - - - -
Robert Behets 580,000 - (100,000) - 480,000 -
James Ross 200,000 - - - 200,000(3) -
Other KMP
Francisco
Bellón del
Rosal 3,150,000 - (400,000) - 2,750,000 1,500,000
Javier Colilla
Peletero 3,150,000 - (400,000) - 2,750,000 1,500,000
Paul Thomson -(4) 400,000 - - 400,000 -
Hugo Schumann 1,650,000 - (550,000) 1,100,000 -
Dylan Browne 460,000 - (100,000) - 360,000 -
----------------- ------------- ---------------- --------------- ---------------- -------------- ---------------
Notes
(1) As at appointment date being 7 June 2017
(2) As at appointment date being 14 June 2017
(3) As at retirement date being 7 June 2017
(4) As at appointment date being 12 January 2017
Shareholdings of KMP
Held
at Options Held at
1 July Granted exercised/Rights Net Other 30 June
2017 2016 as Compen-sation converted Changes 2017
----------------------- ---------- ------------------ ------------------ ------------- -----------
Directors
Ian Middlemas 9,300,000 - - - 9,300,000
Paul Atherley 854,000 - 650,000 (135,000)(1) 1,369,000
Mr Nigel Jones -(2) - - - -
Mr Adam Parker -(3) - - - -
Robert Behets 2,390,000 - 100,000 - 2,490,000
James Ross 415,000 - - - 415,000(4)
Other KMP
Francisco Bellón
del Rosal 403,200 - 400,000 (103,200)(1) 700,000
Javier Colilla
Peletero 650,000 - 400,000 (239,445)(1) 810,555
Paul Thomson -(5) - - - -
Hugo Schumann - - 750,000 (750,000)(1) -
Dylan Browne - - 100,000 - 100,000
----------------------- ---------- ------------------ ------------------ ------------- -----------
Notes
(1) On-market trades to meet personal tax obligations
(2) As at appointment date being 7 June 2017
(3) As at appointment date being 14 June 2017
(4) As at retirement date being 7 June 2017
(5) As at appointment date being 12 January 2017
End of Remuneration Report.
AUDITOR'S AND OFFICERS' INDEMNITIES AND INSURANCE
Under the Constitution the Company is obliged, to the extent
permitted by law, to indemnify an officer (including Directors) of
the Company against liabilities incurred by the officer in that
capacity, against costs and expenses incurred by the officer in
successfully defending civil or criminal proceedings, and against
any liability which arises out of conduct not involving a lack of
good faith.
During the financial year, the Company has paid an insurance
premium to insure Directors and officers of the Company against
certain liabilities arising out of their conduct while acting as a
Director or Officer of the Company. Under the terms and conditions
of the insurance contract, the nature of liabilities insured
against cannot be disclosed.
To the extent permitted by law, the Company has agreed to
indemnify its auditors, Ernst & Young, as part of the terms of
its audit engagement agreement against claims by third parties
arising from the audit (for an unspecified amount). No payment has
been made to indemnify Ernst & Young during or since the
financial year.
NON-AUDIT SERVICES
During the year, the Company's auditor, Ernst & Young,
received, or is due to receive, $80,808 (2016: $72,898) for the
provision of non-audit services. The Directors are satisfied that
the provision of non-audit services is compatible with the general
standard and independence for auditors imposed by the Corporations
Act.
AUDITOR'S INDEPENCE DECLARATION
The auditor's independence declaration is on page 59 of the
Annual Financial Report.
This report is made in accordance with a resolution of the
Directors made pursuant to section 298(2) of the Corporations Act
2001.
For and on behalf of the Directors
PAUL ATHERLEY
Managing Director
29 September 2017
Competent Persons Statement
The information in this report that relates to the FEED was
extracted from the announcement entitled 'Capital costs for
Salamanca reduced by 1% to EUR 82.3 million' dated 6 July 2017,
which is available to view on Berkeley's Energia Limited's
(Berkeley) website at www.berkeleyenergia.com.
Berkeley confirms that: a) it is not aware of any new
information or data that materially affects the information
included in the original announcement; b) all material assumptions
and technical parameters underpinning the FEED results included in
the original announcement continue to apply and have not materially
changed; and c) the form and context in which the relevant
Competent Persons' findings are presented in this announcement have
not been materially modified from the original announcements.
The information in the original announcement that relates to the
FEED costs is based on, and fairly represents, information compiled
by Mr Francisco Bellon, a Competent Person who is a member of the
Australasian Institute of Mining and Metallurgy. Mr Bellon is the
Chief Operating Officer for Berkeley and a holder of shares,
options and performance rights in Berkeley. Mr Bellon has
sufficient experience which is relevant to the style of
mineralisation and type of deposit under consideration and to the
activity which he is undertaking to qualify as a Competent Person
as defined in the 2012 Edition of the 'Australasian Code for
Reporting of Exploration Results, Mineral Resources and Ore
Reserves'.
The information in this report that relates to the Definitive
Feasibility Study, Ore Reserve Estimates, Mining, Uranium
Preparation, Infrastructure, Production Targets and Cost Estimation
is extracted from the announcement entitled 'Study confirms the
Salamanca project as one of the world's lowest cost uranium
producers' dated 14 July 2016, which is available to view on
Berkeley's website at www.berkeleyenergia.com.
Berkeley confirms that: a) it is not aware of any new
information or data that materially affects the information
included in the original announcement; b) all material assumptions
and technical parameters underpinning the Mineral Resources, Ore
Reserve Estimate, Production Target, and related forecast financial
information derived from the Production Target included in the
original announcement continue to apply and have not materially
changed; and c) the form and context in which the relevant
Competent Persons' findings are presented in this report have not
been materially modified from the original announcements.
The information in the original announcement that relates to the
Definitive Feasibility Study is based on, and fairly represents,
information compiled or reviewed by Mr. Jeffrey Peter Stevens, a
Competent Person who is a Member of The Southern African Institute
of Mining & Metallurgy, a 'Recognised Professional
Organisation' ('RPO') included in a list posted on the ASX website
from time to time. Mr. Stevens is employed by MDM Engineering (part
of the Amec Foster Wheeler Group). Mr. Stevens has sufficient
experience that is relevant to the style of mineralization and type
of deposit under consideration and to the activity being undertaken
to qualify as a Competent Person as defined in the 2012 Edition of
the 'Australasian Code for Reporting of Exploration Results,
Mineral Resources and Ore Reserves'.
The information in the original announcement that relates to the
Ore Reserve Estimates, Mining, Uranium Preparation, Infrastructure,
Production Targets and Cost Estimation is based on, and fairly
represents, information compiled or reviewed by Mr. Andrew David
Pooley, a Competent Person who is a Member of The Southern African
Institute of Mining and Metallurgy', RPO included in a list posted
on the ASX website from time to time. Mr. Pooley is employed by
Bara Consulting (Pty) Ltd. Mr. Pooley has sufficient experience
that is relevant to the style of mineralization and type of deposit
under consideration and to the activity being undertaken to qualify
as a Competent Person as defined in the 2012 Edition of the
'Australasian Code for Reporting of Exploration Results, Mineral
Resources and Ore Reserves'.
The information in the original announcement that relates to the
Mineral Resources for Zona 7 is based on, and fairly represents,
information compiled or reviewed by Mr Malcolm Titley, a Competent
Person who is a Member of The Australasian Institute of Mining and
Metallurgy. Mr Titley is employed by Maja Mining Limited, an
independent consulting company. Mr Titley has sufficient experience
which is relevant to the style of mineralisation and type of
deposit under consideration and to the activity which he is
undertaking to qualify as a Competent Person as defined in the 2012
Edition of the 'Australasian Code for Reporting of Exploration
Results, Mineral Resources and Ore Reserves'.
Forward Looking Statement
Statements regarding plans with respect to Berkeley's mineral
properties are forward-looking statements. There can be no
assurance that Berkeley's plans for development of its mineral
properties will proceed as currently expected. There can also be no
assurance that Berkeley will be able to confirm the presence of
additional mineral deposits, that any mineralisation will prove to
be economic or that a mine will successfully be developed on any of
Berkeley's mineral properties.
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE
INCOME
FOR THE YEARED 30 JUNE 2017
Note 2017 2016
$ $
----------------------------------------------------------------------------------- ----- ------------ ------------
Revenue and other income 2 463,639 248,868
Corporate and administration expenses (1,750,862) (1,348,966)
Exploration and evaluation expenses (11,045,135) (9,213,493)
Business Development expenses (2,697,276) (1,614,099)
Share-based payment expenses 16(a) (1,020,106) (1,713,364)
Loss before income tax (16,049,740) (13,641,054)
Income tax benefit/ (expense) 4 - -
----------------------------------------------------------------------------------- ----- ------------ ------------
Loss after income tax (16,049,740) (13,641,054)
----------------------------------------------------------------------------------- ----- ------------ ------------
Other comprehensive income, net of income tax:
Items that may be classified subsequently to profit or loss:
Exchange differences arising on translation of foreign operations (344,395) 125,016
----------------------------------------------------------------------------------- ----- ------------ ------------
Other comprehensive income, net of income tax (344,395) 125,016
----------------------------------------------------------------------------------- ----- ------------ ------------
Total comprehensive loss for the year attributable to Members of Berkeley Energia
Limited (16,394,135) (13,516,038)
=================================================================================== ===== ============ ============
Basic and diluted loss per share (cents per share) 19 (6.88) (7.47)
----------------------------------------------------------------------------------- ----- ------------ ------------
The above Consolidated Statement of Profit or Loss and Other
Comprehensive Income should be read in conjunction with the
accompanying Notes
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2017
Note 2017 2016
$ $
---------------------------- ----- ------------- -------------
ASSETS
Current Assets
Cash and cash equivalents 20(b) 34,814,971 11,348,057
Trade and other receivables 5 1,478,139 7,301,108
Total Current Assets 36,293,110 18,649,165
---------------------------- ----- ------------- -------------
Non-current Assets
Exploration expenditure 6 7,945,014 7,788,515
Property, plant and
equipment 7 9,799,308 1,852,230
Other financial assets 8 160,351 120,637
---------------------------- ----- ------------- -------------
Total Non-current Assets 17,904,673 9,761,382
---------------------------- ----- ------------- -------------
TOTAL ASSETS 54,197,783 28,410,547
---------------------------- ----- ------------- -------------
LIABILITIES
Current Liabilities
Trade and other payables 9 5,208,363 2,081,914
Provisions 10 522,810 26,656
---------------------------- ----- ------------- -------------
Total Current Liabilities 5,731,173 2,108,570
---------------------------- ----- ------------- -------------
TOTAL LIABILITIES 5,731,173 2,108,570
---------------------------- ----- ------------- -------------
NET ASSETS 48,466,610 26,301,977
============================ ===== ============= =============
EQUITY
Equity attributable
to equity holders of
the Company
Issued capital 11 168,050,788 129,514,703
Reserves 12 106,965 428,677
Accumulated losses (119,691,143) (103,641,403)
---------------------------- ----- ------------- -------------
TOTAL EQUITY 48,466,610 26,301,977
============================ ===== ============= =============
The above Statement of Financial Position should be read in
conjunction with the accompanying Notes
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEARED 30 JUNE 2017
Note 2017 2016
$ $
------------------------------------- ----- ------------ ------------
Cash flows from operating activities
Payments to suppliers and employees (12,700,576) (11,578,946)
Interest received 460,344 289,672
Rebates received - 11,802
------------------------------------- ----- ------------ ------------
Net cash outflow from operating
activities 20(a) (12,240,232) (11,277,472)
------------------------------------- ----- ------------ ------------
Cash flows from investing activities
Exploration acquisition costs - (12,050)
Proceeds from sale of royalty
(note 6) 6,530,826 -
Payments for property, plant
and equipment (8,134,766) (334,629)
------------------------------------- ----- ------------ ------------
Net cash outflow from investing
activities (1,603,940) (346,679)
------------------------------------- ----- ------------ ------------
Cash flows from financing activities
Proceeds from issue of securities 39,755,838 9,594,812
Transaction costs from issue
of securities (2,217,177) (20,131)
Net cash inflow from financing
activities 37,538,661 9,574,681
------------------------------------- ----- ------------ ------------
Net decrease in cash and cash
equivalents held 23,694,489 (2,049,470)
Cash and cash equivalents at
the beginning of the financial
year 11,348,057 13,398,617
Effects of exchange rate changes
on cash and cash equivalents (227,575) (1,090)
------------------------------------- ----- ------------ ------------
Cash and cash equivalents at
the end of the financial year 20(b) 34,814,971 11,348,057
===================================== ===== ============ ============
The above Statement of Cash Flows should be read in conjunction
with the accompanying Notes
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2017
Issued Share- Foreign Accumulated Total
Capital Based Currency Losses Equity
Payments Translation
Reserve Reserve
$ $ $ $ $
As at 1 July 2016 129,514,703 2,768,536 (2,339,859) (103,641,403) 26,301,977
Total comprehensive
loss for the period:
Net loss for the
year - - - (16,049,740) (16,049,740)
Other Comprehensive
Income:
Exchange differences
arising on translation
of foreign operations - - (344,395) - (344,395)
Total comprehensive
income/(loss) - - (344,395) (16,049,740) (16,394,135)
Transactions with
owners, recorded
directly in equity:
Issue of ordinary
shares 39,745,489 - - - 39,745,489
Exercise of incentive
options 57,623 - - - 57,623
Share issue costs (2,217,177) - - - (2,217,177)
Adjustment for
performance rights
forfeited - (224,128) - - (224,128)
Transfer from share-based
payments reserve 950,150 (950,150) - - -
Share-based payments - 1,196,961 - - 1,196,961
As at 30 June 2017 168,050,788 2,791,219 (2,684,254) (119,691,143) 48,466,610
=========================== =========== ========== ============= ============== =============
As at 1 July 2015 119,358,591 2,106,668 (2,464,875) (90,461,849) 28,538,535
Total comprehensive
loss for the period:
Net loss for the
year - - - (13,641,054) (13,641,054)
Other Comprehensive
Income:
Exchange differences
arising on translation
of foreign operations - - 125,016 - 125,016
Total comprehensive
income/(loss) - - 125,016 (13,641,054) (13,516,038)
Transactions with
owners, recorded
directly in equity:
Issue of ordinary
shares 6,936,308 - - - 6,936,308
Exercise of incentive
options 2,712,500 - - - 2,712,500
Share issue costs (28,696) - - - (28,696)
Expiry of incentive
options - (461,500) - 461,500 -
Transfer from share-based
payments reserve 536,000 (536,000) - - -
Share-based payments - 1,659,368 - - 1,659,368
--------------------------- ----------- ---------- ------------- -------------- -------------
As at 30 June 2016 129,514,703 2,768,536 (2,339,859) (103,641,403) 26,301,977
=========================== =========== ========== ============= ============== =============
The above Statement of Changes in Equity should be read in
conjunction with the accompanying Notes
This information is provided by RNS
The company news service from the London Stock Exchange
END
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Berkeley Energia (LSE:BKY)
Historical Stock Chart
From Mar 2024 to Apr 2024
Berkeley Energia (LSE:BKY)
Historical Stock Chart
From Apr 2023 to Apr 2024