Appendix 3B

RNS Number : 3727Z

Berkeley Resources Limited

18 July 2008

 



18 July 2008

EMPLOYEE OPTION SCHEME / DIRECTOR INCENTIVE OPTIONS

Attached is an Appendix 3B in relation to the issue of 287,500 options to employees under the Employee Option Scheme approved by shareholders on 21 June 2007.

The options are exercisable for $1.00 each, with one third vesting 19 June 2009, one third vesting 19 June 2010 and the remaining third vesting 19 June 2011. All options expire on 19 June 2012.  

In addition, the Board has resolved to issue 250,000 Incentive Options on the same terms and conditions to Mr Scott Yelland, Chief Operating Officer and a Director of the Company. These Incentive Options will be subject to Shareholder approval at the next general meeting of Shareholders.

Enquiries  -    Managing Director:       Matt Syme                  Tel:  [phone]     

                                 RBC Capital Markets:     Martin Eales            Tel: [phone]

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, 

application for quotation of additional securities 

and agreement

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

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003.

Name of entity

Berkeley Resources Limited

ABN

40 052 468 569

We (the entity) give ASX the following information.

Part 1 ߛ All issues

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

1	+Class of +securities issued or to be issued	Employee Options - $1.00
2	Number of +securities issued or to be issued (if known) or maximum number which may be issued	287,500
3	Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	287,500 Employee Options exercisable at $1.00 each vesting as follows: 95,831 on or after 19 June 2009 95,834 on or after 19 June 2010 95,845 on or after 19 June 2011 All options expire on 19 June 2012

4	Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities? If the additional securities do not rank equally, please state: the date from which they do the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment				No - not listed
5	Issue price or consideration				Nil
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)				Granted to employees in accordance with the terms of the Berkeley Employee Options Scheme which was approved by a majority of Shareholders on 21 June 2007.
7			Dates of entering +securities into uncertificated holdings or despatch of certificates		18 July 2008
					Number	+Class
8			Number and +class of all +securities quoted on ASX (including the securities in clause 2 if applicable)		103,591,695	Ordinary shares

		Number	+Class
9	Number and +class of all +securities not quoted on ASX (including the securities in clause 2 if applicable)	10,600,000 2,250,000 2,280,000 737,500	Options - $0.70 Incentive Options - $1.00 Employee Options - $1.86 Employee Options - $1.00
10	Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Not applicable

Part 2 ߛ  Bonus issue or pro rata issue

11	Is security holder approval required?	Not applicable
12	Is the issue renounceable or non-renounceable?	Not applicable
13	Ratio in which the +securities will be offered	Not applicable
14	+Class of +securities to which the offer relates	Not applicable
15	+Record date to determine entitlements	Not applicable
16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?	Not applicable
17	Policy for deciding entitlements in relation to fractions	Not applicable
18	Names of countries in which the entity has +security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.	Not applicable
19	Closing date for receipt of acceptances or renunciations	Not applicable

20	Names of any underwriters	Not applicable
21	Amount of any underwriting fee or commission	Not applicable
22	Names of any brokers to the issue	Not applicable
23	Fee or commission payable to the broker to the issue	Not applicable
24	Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of +security holders	Not applicable
25	If the issue is contingent on +security holders' approval, the date of the meeting	Not applicable
26	Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled	Not applicable
27	If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders	Not applicable
28	Date rights trading will begin (if applicable)	Not applicable
29	Date rights trading will end (if applicable)	Not applicable
30	How do +security holders sell their entitlements in full through a broker?	Not applicable
31	How do +security holders sell part of their entitlements through a broker and accept for the balance?	Not applicable

32	How do +security holders dispose of their entitlements (except by sale through a broker)?	Not applicable
33	+Despatch date	Not applicable

Part 3 ߛ Quotation of securities

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

34	Type of securities  (tick one)
(a)		Securities described in Part 1

(b)

All other securities Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

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

Entities that have ticked box 34(b)

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

Quotation agreement

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

2    We warrant the following to ASX.

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

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

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

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

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

•    We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the +securities to be quoted, it has been provided at the time that we request that the +securities be quoted.  

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

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

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

Sign here:                     Date: 18 July 2008

        (Director/Company secretary)

Print name:     Clint McGhie

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