Appendix 3B

RNS Number : 2637P

Berkeley Resources Limited

23 March 2009

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 - 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		A. Ordinary Shares (Placement) B. Ordinary Shares (Placement) C. Options (Placement) D. Options (Placement) E. Options (Transaction Fee) F. Ordinary Shares (Rights Issue) G. Options (Rights Issue) H. Options (Director Incentive)

2	Number of +securities issued or to be issued (if known) or maximum number which may be issued		A. 10,000,000 B. 4,000,000 C. 5,000,000 D. 2,000,000 E. 2,500,000 F. Up to 5,879,584 G. Up to 2,939,792 H. 3,000,000

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)		A. Fully paid ordinary shares B. Fully paid ordinary shares C. Options exercisable at $0.75 within 4 years from the date of issue D. Options exercisable at $0.75 within 4 years from the date of issue E. Options exercisable at $1.00 within 4 years from the date of issue F. Fully paid ordinary shares G. Options exercisable at $0.75 within 4 years from the date of issue H. Options exercisable at $0.75 within 4 years from the date of issue

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		A. Yes B. Yes C. No - New security D. No - New security E. N/A - unlisted security F. Yes G. No - New security H. No - New security

5	Issue price or consideration		A. $0.50 B. $0.50 C. Nil - Free attaching options on the basis of 1 option for every 2 shares issued D. Nil - Free attaching options on the basis of 1 option for every 2 shares issued E. Nil - Option issued as consideration to Advisor on transaction completion F. $0.50 G. Nil - Free attaching options on the basis of 1 option for every 2 shares issued H. Nil - To be issued to Directors as a performance incentive

6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)		To provide funding for completion of a Feasibility Study on the Company's Salamanca Regional Uranium Project and for general working capital.

7		Dates of entering +securities into uncertificated holdings or despatch of certificates	TBA - Placement subject to receipt of approval of the Spanish Council of Ministers for the transaction announced on 10 December 2008, and in part subject to shareholder approval. Rights Issue to be completed following settlement of the Placement.

			Number	+Class
8		Number and +class of all +securities quoted on ASX (including the securities in clause 2 if applicable)	123,471,279 12,939,792	Ordinary shares $0.75 Options

		Number	+Class
9	Number and +class of all +securities not quoted on ASX (including the securities in clause 2 if applicable)	10,600,000 2,500,000 2,160,000 787,500	$0.70 Options $1.00 Unlisted Options $1.86 Incentive Options $1.00 Incentive Options

10	Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Not applicable

Part 2 - Bonus issue or pro rata issue

11	Is security holder approval required?	No - However Rights Issue will only be completed upon settlement of the Placement, which is partially subject to shareholder approval

12	Is the issue renounceable or non-renounceable?	Non-renounceable

13	Ratio in which the +securities will be offered	1 for 20

14	+Class of +securities to which the offer relates	Ordinary shares

15	+Record date to determine entitlements	To be determined following shareholder approval of the Placement

16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?	Yes

17	Policy for deciding entitlements in relation to fractions	Rounded down

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.	TBA

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	TBA

25	If the issue is contingent on +security holders' approval, the date of the meeting	TBA

26	Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled	TBA - Following shareholder approval for the proposed Placement

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	TBA

Part 3 - Quotation of securities

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

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: 23 March 2009

(Director/Company secretary)

Print name: Clint McGhie

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