Source - RNS
RNS Number : 7390K
Berkeley Energia Limited
26 September 2016
 

BERKELEY ENERGIA LIMITED

ANNUAL FINANCIAL REPORT

30 JUNE 2016

ABN 40 052 468 569

 

CORPORATE DIRECTORY

 

Directors

Mr Ian Middlemas       Chairman

Mr Paul Atherley         Managing Director

Dr James Ross           Non-Executive Director

Mr Robert Behets        Non-Executive Director

Company Secretary

Mr Dylan Browne

Other KMP

Mr Francisco Bellón    General Manager Operations

Mr Javier Colilla           Senior Vice President

Mr Hugo Schumann    Corporate Manager

Main Office

Unit 1C, Princes House
38 Jermyn Street
London SW1Y 6DN
United Kingdom
Telephone:   +
44 207 478 3900

Facsimile:    +44 207 434 4450

Spanish Office

Berkeley Minera Espana, S.L.

Carretera SA-322, KM 30

37495 Retortillo

Salamanca, Spain

Telephone:   +34 923 193903

Registered Office

Level 9, 28 The Esplanade

Perth  WA  6000

Australia

Telephone:   +61 8 9322 6322

Facsimile:    +61 8 9322 6558

Website

www.berkeleyenergia.com

Email

[email protected]

Auditor

Ernst & Young

Solicitors

DLA Piper Australia

Bankers

Spain

Santander Bank

 

Australia

Australia and New Zealand Banking Group Ltd

Share Registry

Australia

Computershare Investor Services Pty Ltd

Level 11

172 St Georges Terrace

Perth WA 6000

Telephone:   +61 8 9323 2000

Facsimile:    +61 8 9323 2033

 

United Kingdom

Computershare Investor Services Plc

PO Box 82

The Pavilions

Bridgewater Road

Bristol BS99 7NH

Telephone:   +44 870 889 3105

Stock Exchange Listings

Australia

Australian Securities Exchange Limited

Home Branch - Perth

Level 40, Central Park

152-158 St Georges Terrace

Perth  WA  6000

 

United Kingdom

London Stock Exchange - AIM
10 Paternoster Square
London EC4M 7LS

ASX/AIM Code

BKY  - Fully paid ordinary shares

Nominated Adviser and Broker

WH Ireland Limited

Telephone:   +44 207 220 1666

 



CONTENTS




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 Annual Financial Report on Berkeley Energy Limited's website: www.berkeleyenergia.com

Notes to and forming part of the Financial Statements


Directors' Declaration


Auditor's Independence Declaration


Independent Auditor's Report


 

The Directors of Berkeley Energia Limited (formerly Berkeley Energy 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 2016 ('Consolidated Entity' or 'Group').

OPERATING AND FINANCIAL REVIEW

Operations

 

Berkeley is company focussed on developing Europe's largest uranium project, the Salamanca mine, whilst delivering sustainable jobs and fuelling Europe's clean energy future.

 

After investing US$60 million over the past decade Berkeley Energia has moved one step closer to becoming one of the world's lowest cost uranium producers as it broke ground at the Salamanca mine during the year. With approvals in place for initial infrastructure development, during the year work commenced on the road realignment and power line upgrade ahead of the main construction.

 

A Definitive Feasibility Study ('DFS') confirmed the Salamanca mine will be one of the world's lowest cost producers capable of generating strong after tax cash flow through the current low point in the uranium price cycle.

 

With operating costs almost exclusively in Euros and a revenue stream in US dollars the project is expected to continue to benefit from the effects of deflationary pressures within the European Union.

 

An exploration programme continues, aimed at making new discoveries and converting some of the approximately 30 million pounds of Inferred resources into the mine schedule, with the objective of maintaining annual production at over four million pounds a year on an ongoing basis.

 

The Company has recently been approached by a number of utilities looking to secure long term offtake agreements. These discussions are underway and offtake arrangements are being negotiated.

 

Subsequent to the end of the year, the Company announced that it has signed a Letter of Intent ('LOI') with Interalloys Trading Limited, a European based commodity trading company, relating to the sale of the first million pounds of production from the Salamanca mine. The average price contemplated by the parties is above US$41 per pound compared with the current spot price of around US$25 per pound.

 

The Company is also in discussions with another potential off-taker in relation to a sales contract with terms similar to those outlined in the Interalloys LOI.

 

DFS confirms Salamanca mine as one of the world's lowest cost uranium producers

 

An independent study has confirmed the future Salamanca mine as one of the world's lowest cost producers capable of generating strong after tax cash flow through the current low point in the uranium price cycle.

 

A DFS has reported that over an initial ten year period the project is capable of producing an average of 4.4 million pounds of uranium per year at a cash cost of US$13.30 per pound and at a total cash cost of US$15.06 per pound which compares with the current spot price of US$26 per pound and term contract price of US$41 per pound.

 

During this ten year steady state period, based on the most recent UxC forward curve of uranium prices, the project is expected to generate an average annual net profit after tax of US$116 million.

 

With operating costs almost exclusively in Euros and a revenue stream in US dollars the project is expected to continue to benefit from the effects of deflationary pressures within the EU.

 

The project benefits greatly from the well-established EU funded infrastructure in the region with an initial capital cost of only US$95.7 million which is low by international standards for a project of this size.

 

The Company is of the view that whilst uranium prices may remain soft in the near term, from 2018, when the Salamanca mine is scheduled to come on line, the market is expected to be dominated by US utilities looking to re-contract. These utilities will also be competing with Chinese new reactor demand, which may lead to higher prices.

 

The project has an initial mine life of 14 years based on mining and treating only the Measured and Indicated resources of 59.8 million pounds. An annual exploration programme, which will take advantage of generous taxation incentives, has been 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.

 

The mine design incorporates the very latest thinking on minimising environmental impact and continuous rehabilitation such that land used during mining and processing activities will be quickly restored to agricultural usage.

 

Major exploration programme aimed at increasing Salamanca mine life resumes

 

A major exploration programme targeting further Zona 7 style deposits continued at the Salamanca mine during the year.

 

The programme is 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.

 

Drilling is underway looking to extend the Zona 7 deposit at depth and to the south as well as testing nearby targets to the north. Please refer to the announcement dated 5 September 2016 for initial results.

 

These near surface targets lie within ten kilometres of the approved location of the proposed process plant and are being followed up with a two phase reverse circulation drill programme.

 

Commencement of development at Salamanca mine

 

Initial infrastructure work has commenced at the Salamanca mine signalling the Company's move into the development phase.

 

The Company has selected some of Spain's largest infrastructure contractors to initiate works, which include the upgrading of the main electrical power line to service the project and a four kilometre realignment of an existing road, following which mining is expected to start at the Retortillo pit.

 

With all major approvals in place and with the continued strong support and backing of the local authorities, the award of these contracts has enabled the Company to progress with equipment ordering, contractual permitting and with work on the ground, which commenced recently.

 

Major shareholder backs Berkeley with financing at a premium

 

During the year, major shareholder Resource Capital Funds ('RCF') demonstrated its strong support for the Company with a US$10 million royalty and equity financing in order for Berkeley to progress major infrastructure work and exploration programmes ahead of the main development financing.

 

The royalty financing comprised the sale of a 0.375% fully secured net smelter royalty over the project for US$5 million alongside an additional US$5 million equity placement to RCF which was completed at a 15% premium to the 30-day VWAP at the time.

 

Funds from the equity financing have been received and subsequent to the end of the year, funds from the royalty financing were received as well.

 

Strong demand from offtake partners, with commercial negotiations now underway

 

The Company has continued to engage with major utilities and trading houses and has now met with key potential customers across the US, Europe and Asia, many of whom have shown high levels of interest in securing offtake from the project.

Negotiations have commenced with selected utilities regarding offtake contracts during the initial years of production. The aim is to progressively enter into long term offtake contracts from now until the commencement of production. The Company will engage with high quality utility companies globally and aims to enter into a combination of fixed-pricing and market-related pricing contracts, looking to balance certainty over pricing for financiers whilst maintaining an exposure to any future increases in the uranium price. 

Subsequent to the end of the year, the Company announced that it has signed a LOI with Interalloys Trading Limited, a European based commodity trading company, relating to the sale of the first million pounds of production from the Salamanca mine. The average price contemplated by the parties is above US$41 per pound compared with the current spot price of around US$25 per pound.

 

The Company is also in discussions with another potential off-taker in relation to a sales contract with terms similar to those outlined in the Interalloys LOI.

 

The Company is of the view that whilst uranium prices may remain soft in the near term, from 2018, when the Salamanca mine is scheduled to come on line, the market is expected to be dominated by US utilities looking to re-contract. These utilities will also be competing with Chinese new reactor demand, which may lead to higher prices.

 

Strong interest from financiers and strategic partners

 

Owing to the low operating and capital cost nature of the project and the extremely robust project economics, the Company has been approached by numerous high quality strategic partners and other financiers for the mine financing.

The Company is considering a range of financing options with a view to fully funding the project's development during the second half of 2016. The Company is focused on minimising dilution in order to protect the equity value of its shareholders.

The preferred funding route is through the sale of a minority interest in the project to a strategic partner at a valuation that reflects the net present value of the project. The potential sale of a project interest may include associated offtake rights over a minority portion of production on commercial terms.

 

Commitment to the community and environment

 

The Company continues to be committed to the revitalisation of the local community and being a good neighbour in the regions in which it operates.

 

It has been by far the biggest investor in a rural community suffering from decades of under investment and will continue to invest and cooperate to promote local employment in a region with a high level of unemployment, especially amongst its youth.

 

The Company has to date received over 20,000 applications for the first 200 direct jobs it will create. Once developed, the mine is expected to create 450 direct jobs. The University of Salamanca has estimated that there will be a multiplier of 5.1 indirect jobs for every direct job created, resulting in over 2,700 jobs being created as a result of the investment.

 

The Company has formalised its "good neighbour and good community business partner" commitment via a Cooperation Agreement with the highly supportive local municipalities which, in addition to significant royalties and taxes being paid by the Company, gives priority to the employment and training of local residents and the preferential support for businesses by sourcing goods and services locally.

 

In late 2015, the Company carried out its first training course in the local community areas. The training course focused on blasting techniques for the future operations and was attended by over 30 local residents, with recognised diplomas being issued upon graduation.

 

In April 2016, the Company advertised a driver training course for approximately 35 individuals from the local region. Participants will be given a license to operate mobile equipment on completing the course. The course has been heavily oversubscribed with over 60 applications received to date from local residents.

 

Training programmes will continue to run throughout 2016 to ensure that sufficient people from the local communities are qualified for jobs created during the construction and mining phases.

 

The Company's commitment to the development of the area and its inhabitants goes beyond those working in the mining industry. The Company has offered to participate in the management of the Elderly Residence of Retortillo which is currently closed due to lack of funding.

 

The Company's commitment to the environment remains a priority and, as outlined in the Environmental License and the Environmental Measures Plan, it will plant trees over some 75 to 100 hectares of land in the region.

 

Exploration will increase Mineral Resource base

 

The overall Mineral Resource Estimate ('MRE') for the Salamanca mine now stands at 89.3 million pounds of U3O8.

 

The DFS was based solely on Measured and Indicated Resources totaling 59.8 million pounds of U3O8 and did not incorporate any Inferred Resources, which total 29.6 million pounds of U3O8.

 

Potential exists to maintain steady state production by successfully converting these Inferred Resources into Indicated Resources with further drilling.

 

Ore Reserve Estimate

 

The project's Ore Reserve Estimate stands at 54.6 million pounds of U3O8 of which 20.6 percent is considered Proved and 79.4 percent is considered Probable after the application of all mining factors.

Corporate

Mr Paul Atherley was appointed as Managing Director of the Company based in London with effect from 1 July 2015. Mr Atherley is an accomplished mining executive with over 30 years resource industry experience in UK, Australia and China.

He is a Mining Engineer from Imperial College London and holds postgraduate qualifications including an MBA and a MAppSc in Mining Geomechanics. He has held a number of senior executive and board positions during his career.

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.

His immediate focus on appointment was the integration of the high grade Zona 7 deposit into the project's development plans, thereby potentially increasing the scale of the project and to arrange the project's development finance.

A meeting of shareholders of the Company was held on 31 July 2015 which approved the change of name to Berkeley Energy Limited in order to reflect the Company's transition from an explorer to a producer. The meeting also resulted in the renewal of existing Performance Rights and award of new Performance Rights to the Executive team who will be responsible for bringing the Salamanca mine into production.

Mr Dylan Browne was appointed CFO and Company Secretary of the Company following the resignation of Mr Clint McGhie effective 29 October 2015 as a result of the Company's corporate management base moving to the London office. Mr Browne is a Chartered Accountant and Associate Member of the Governance Institute of Australia who commenced his career at a large international accounting firm and has since worked in the corporate office of a number of listed companies that operate in the resources sector.

 

On 27 November 2015, a meeting of shareholders was held which approved the change of name to Berkeley Energia Limited.

 

Global Mineral Resource Estimates at a cut-off grade of 200 ppm U3O8
(Only Measured and Indicated Resources included in the DFS)

 



July 2016

Deposit

Name

Resource

Category

Tonnes

(Mt)

U3O8

(ppm)

U3O8

(Mlbs)

Retortillo

Measured

4.1

498

4.5


Indicated

11.3

395

9.8


Inferred

0.2

368

0.2


Total

15.6

422

14.5

Zona 7

Measured

Indicated

5.2

10.5

674

761

7.8

17.6


Inferred

6.0

364

4.8


Total

21.7

631

30.2

Alameda

Indicated

20.0

455

20.1


Inferred

0.7

657

1.0


Total

20.7

462

21.1

Las Carbas

Inferred

0.6

443

0.6

Cristina

Inferred

0.8

460

0.8

Caridad

Inferred

0.4

382

0.4

Villares

Inferred

0.7

672

1.1

Villares North

Inferred

0.3

388

0.2

Total Retortillo Satellites

Total

2.8

492

3.0

Villar

Inferred

5.0

446

4.9

Alameda Nth Zone 2

Inferred

1.2

472

1.3

Alameda Nth Zone 19

Inferred

1.1

492

1.2

Alameda Nth Zone 21

Inferred

1.8

531

2.1

Total Alameda Satellites

Total

9.1

472

9.5

Gambuta

Inferred

12.7

394

11.1

Salamanca mine Total

Measured

9.3

597

12.3

Indicated

41.8

516

47.5

Inferred

31.5

395

29.6

Total (*)

82.6

514

89.3

(*) All figures are rounded to reflect appropriate levels of confidence. Apparent differences occur due to rounding. The Measured and Indicated Mineral Resources are inclusive of those Mineral Resources modified to produce the Ore Reserves

 

Project Ore Reserve Estimate



July 2016

Deposit

Name

Resource

Category

Tonnes

(Mt)

U3O8

(ppm)

U3O8

(Mlbs)

Retortillo

Proved

4.0

397

3.5


Probable

11.9

329

7.9


Total

15.9

325

11.4

Zona 7

Proved

6.5

542

7.8


Probable

11.9

624

16.4


Total

18.4

595

24.2

Alameda

Proved

0.0

0.0

0.0


Probable

26.4

327

19.0


Total

26.4

327

19.0

Total

Proved

10.5

487

11.3

Probable

50.3

391

43.4

Total (*)

60.7

408

54.6

 (*) cut-off grade for Retortillo 107 ppm, Zona 7 125 ppm, Alameda 90 ppm. Apparent differences occur due to rounding.

Results of Operations

The Consolidated Entity's net loss after tax for the year ended 30 June 2016 was $13,641,054 (2015: $7,865,605). This loss is partly attributable to:

(i)         Exploration and evaluation expenses of $9,213,493 (2015: $6,677,550), which is attributable to the Group's accounting policy of expensing exploration and evaluation expenditure incurred subsequent to the acquisition of the rights to explore and up to the successful completion of definitive feasibility studies for each separate area of interest. The increased exploration and evaluation expenditure for the year ended 30 June 2016 is a reflection of additional activities undertaken in the year.

(ii)        Business development expenses of $1,614,099 (2015: $15,965) which includes the Groups Investor relations activities including but not limited to conference fees, travel costs, consultant fees, broker fees and stock exchange admission costs.

(iii)       Share-based payments expense of $1,713,364 (2015: $866,475) was recognised in respect of incentive securities granted to directors, employees and key consultants. The Company expenses the incentive securities over the vesting period.

(iv)       Recognition of interest income of $237,065 (2015: $530,237). The reduction in interest income reflects the reduced average cash position from 2015 to 2016 and a general reduction in interest rates from 2015 to 2016.

Financial Position

At 30 June 2016, the Group had cash reserves of $11,348,057, trade receivables of $7,301,108 and no debt. This puts the Group in an excellent financial position as the Company moves towards the development of the Salamanca mine.

The Group had net assets of $26,301,977 at 30 June 2016 (2015: $28,538,535), a decrease of approximately 7.8% compared with the previous year.  This decrease is consistent with the reduced cash balance and is also attributable to the comprehensive 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 mid to near term, through the ongoing development and exploration of the Salamanca mine.

To achieve its strategic objective, the Company currently has the following business strategies and prospects over the medium term:

·      Progress with project finance options including seeking offtake partners; strategic partners and other project financiers;

·      Advance the Salamanca mine through the current development phase into the main construction phase and then into production;

·      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

·      Continue to assess any new uranium and other business opportunities which can enhance shareholder value.

As with any other mining project, all of these activities are inherently risky and the Board is unable to provide certainty that any or all of these activities will be able to be achieved.  The material business risks faced by the Company that are likely to have an effect on the Company's future prospects, and how the Company manages these risks, include:

The exploration for, and development of, mineral deposits involves a high degree of risk. The ultimate development of the Company's project into a producing mine is dependent on a number of factors, including; successful studies, obtaining all necessary permits and licences, and subsequently the required project financing. To mitigate this risk, the Company has undertaken systematic and staged exploration and testing programmes, and a number of technical and economic studies with respect to the Salamanca mine.

The construction phase of the Company's Project will require substantial additional financing.  Failure to obtain sufficient financing may result in delaying or indefinite postponement of any development of the project. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be favourable to the Company.

The successful development of the Company's Project will also be dependent on the granting of 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;

·      The Company may be adversely affected by fluctuations in commodity prices. The price of uranium fluctuates widely and is affected by numerous factors beyond the control of the Company. Future production from the Company's Project will be dependent upon the price of uranium being adequate to make these properties economic. The Company currently does not engage in any hedging or derivative transactions to manage commodity price risk, but as the Company's Project advances, this policy will be reviewed periodically; 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.

·      The Company has received all of the major approvals for the development of the Salamanca mine as issued by the relevant Spanish authorities. 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.

All of the appeals to date have been unsuccessful. The Company has no reason to be 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 (appointed 1 July 2015)

Dr James Ross         Non-Executive Director

Mr Robert Behets      Non-Executive Director

Unless otherwise disclosed, Directors held their office from 1 July 2015 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 Cradle Resources Limited (May 2016 - present), Paringa Resources Limited (October 2013 - present), Prairie Mining Limited (August 2011 - present), Syntonic Limited (April 2010 - present), Salt Lake Potash Limited (January 2010 - present), Equatorial Resources Limited (November 2009 - present), WCP Resources Limited (September 2009 - present), Sovereign Metals Limited (July 2006 - present), Odyssey Energy Limited (September 2005 - present), Papillon Resources Limited (May 2011 - October 2014), Sierra Mining Limited (January 2006 - June 2014) and Decimal Software Limited (July 2013 - April 2014).

Paul Atherley

Managing Director

Qualifications - BSc, 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).

James Ross AM

Non-Executive Director

Qualifications - B.Sc. (Hons.), PhD, FAusIMM, FAICD

Dr Ross is a leading international geologist whose technical qualifications include an honours degree in Geology at UWA and a PhD in Economic Geology from UC Berkeley. He first worked with Western Mining Corporation Limited for 25 years, where he held senior positions in exploration, mining and research. Subsequent appointments have been at the level of Executive Director, Managing Director and Chairman in a number of small listed companies in exploration, mining, geophysical technologies, renewable energy and timber. His considerable international experience in exploration and mining includes South America, Africa, South East Asia and the Western Pacific.

Dr Ross is Chairman of the John De Laeter Centre, a member of the Technology Industry Advisory Council, the immediate past Chair of Earth Science Western Australia Inc. and a former Director of Kimberley Foundation Australia Ltd.

He was appointed a Director of Berkeley Energia Limited on 4 February 2005. He has not been a Director of another listed company in the three years prior to the end of the financial year.

Robert Behets 

Non-Executive Director

Qualifications - B.Sc (Hons), FAusIMM, MAIG

Mr Behets is a geologist with over 25 years' experience in the mineral exploration and mining industry in Australia and internationally. He was instrumental in the founding, growth and development of Mantra Resources Limited, an African focused uranium company, through to its acquisition by ARMZ for approximately A$1 billion in 2011. Prior to Mantra, Mr Behets held various senior management positions during a long career with WMC Resources Limited.

Mr Behets has a strong combination of technical, commercial and managerial skills and extensive experience in exploration, mineral resource and ore reserve estimation, feasibility studies and operations across a range of commodities, including uranium, gold and base metals. He is a Fellow of The Australasian Institute of Mining and Metallurgy, a Member of the Australian Institute of Geoscientists and 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 Equatorial Resources Limited (February 2016 to present), Cradle Resources Limited (May 2016 to present), WCP Resources Limited (February 2016 to present) and Papillon Resources Limited (May 2012 - October 2014).

Mr Dylan Browne

Company Secretary and Chief Financial Officer

Qualifications - B.Com, CA, AGIA

Mr Browne is a Chartered Accountant and Associate Member of the Governance Institute of Australia who commenced his career at a large international accounting firm and has since worked in the corporate office of a number listed companies that operate in the resources sector. Mr Browne was appointed Company Secretary and Chief Financial Officer of the Company on 29 October 2015.

OTHER KMP

Mr Francisco Bellón del Rosal

General Manager Operations

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

Senior Vice President Corporate

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 Hugo Schumann

Corporate Manager

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.

DIVIDENDS

No dividends have been declared, provided for or paid in respect of the financial year ended 30 June 2016 (2015: nil).

EARNINGS PER SHARE

 


2016
Cents

2015
Cents

Basic and diluted loss per share

(7.47)

(4.36)

 

SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS

Other than as disclosed below, there were no significant changes in the state of affairs of the Consolidated Entity during the year.

·      On 1 July 2015, Mr Paul Atherley commenced as Managing Director of the Company;

·      On 31 July 2015, Shareholders approved the renewal of Berkeley's Performance Rights Plan and to vary the terms of 2,776,000 existing Performance Rights by extending the milestone and expiry dates by 24 months;

·      On 29 October 2015, Mr Dylan Browne was appointed Chief Financial Officer and Company Secretary of the Company;

·      On 27 November 2015, following shareholder approval at a General Meeting, the Company changed its name to Berkeley Energia Limited; and

·      On 10 May 2016, the Company announced a royalty and equity financing with major shareholder, RCF. The equity financing comprised of the issue of US$5 million worth of ordinary shares in the Company at a price of A$0.625 (£0.32) per share. RCF also agreed to provide an additional US$5 million though the sale of a 0.375% fully secured net smelter royalty over the Salamanca mine.

SIGNIFICANT EVENTS AFTER THE BALANCE DATE EVENT

(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 29 July 2016, the Company issued 2,345,000 Ordinary shares on conversion of the DFS Performance Rights on the announcement of the DFS results;

(iii)    19 August 2016, the Company received the US$5 million for the advance royalty sale to RCF; and

(iv)    On 20 September 2016, the Company announced that it had signed a LOI relating to the sale of the first million pounds of production from the Salamanca mine.

Other than as outlined above, as at the date of this report there are no matters or circumstances, which have arisen since 30 June 2016 that have significantly affected or may significantly affect:

·      the operations, in financial years subsequent to 30 June 2016, of the Consolidated Entity;

·      the results of those operations, in financial years subsequent to 30 June 2016, of the Consolidated Entity; or

·      the state of affairs, in financial years subsequent to 30 June 2016, 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

Current Directors

Ordinary Shares(i)

Incentive Options(ii)

Performance Rights(iii)

Ian Middlemas

9,300,000

-

-

Paul Atherley

1,504,000

4,000,000

1,850,000

James Ross

415,000

-

200,000

Robert Behets

2,390,000

-

580,000

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:

•     3,600,000 Incentive Options exercisable at £0.15 on or before 30 June 2018;

•     3,600,000 Incentive Options exercisable at £0.20 on or before 30 June 2019;

•     150,000 Incentive options exercisable at £0.25 on or before 30 June 2018;

•     150,000 Incentive options exercisable at £0.30 on or before 30 June 2018;

•     200,000 Incentive options exercisable at £0.40 on or before 30 June 2018.

•     3,585,000 Performance Rights expiring on 31 December 2018; and

•     4,625,000 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 2016, 6,000,000 Ordinary Shares were issued as a result of the exercise of 6,000,000 Incentive Options and 830,000 Ordinary Shares were issued as a result of the conversion of 830,000 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, and 2,345,000 Ordinary Shares have been issued as a result of the conversion of 2,345,000 Performance Rights.

MEETINGS OF DIRECTORS

The following table sets out the number of meetings of the Company's Directors held during the year ended 30 June 2016, and the number of meetings attended by each director.

 

Current Directors

Board Meetings
Number Eligible to Attend

Board Meetings
Number Attended

Ian Middlemas

3

3

Paul Atherley

3

3

James Ross

3

2

Robert Behets

3

3

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 (appointed 1 July 2015)

Dr James Ross                                  Non-Executive Director

Mr Robert Behets                                Non-Executive Director

 

Other KMP

Mr Francisco Bellón del Rosal        General Manager Operations

Mr Javier Colilla Peletero                  Senior Vice President Corporate

Mr Hugo Schumann                           Corporate Manager (appointed 1 July 2015)

Mr Dylan Browne                                Chief Financial Officer and Company Secretary (appointed 29 October 2015)

Mr Clint McGhie                                   Chief Financial Officer and Company Secretary (resigned 29 October 2015)

 

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 2015 until the date of this report.

 

Remuneration Policy

 

The remuneration policy for the Group's KMP has been developed by the Board taking into account the size of the Group, the size of the management team for the Group, the nature and stage of development of the Group's current operations and market conditions and comparable salary levels for companies of a similar size and operating in similar sectors.

 

In addition to considering the above general factors, the Board has also placed emphasis on the following specific issues in determining the remuneration policy for key management personnel:

•     the Group is currently focused on undertaking exploration and development activities with a view to expanding and developing its resources.  In line with the Group's accounting policy, all exploration expenditure up to and including the preparation of a definitive feasibility study is expensed.  The Group continues to examine new business opportunities in the energy and resources sector;

•     risks associated with resource companies whilst exploring and developing projects; and

•     other than profit which may be generated from asset sales (if any), the Group does not expect to be undertaking profitable operations until sometime after the successful commercialisation, production and sales of commodities from one or more of its current projects, or the acquisition of a profitable mining operation.

 

Remuneration Policy for Executives

 

The Group's remuneration policy is to provide a fixed remuneration component and a performance based component (options, performance rights and a cash bonus, see below). The Board believes that this remuneration policy is appropriate given the considerations discussed in the section above and is appropriate in aligning KMP objectives with shareholder and business objectives.

 

Fixed Remuneration

Fixed remuneration consists of base salaries, as well as employer contributions to superannuation funds and other non-cash benefits.  Non-cash benefits may include provision of motor vehicles, housing and health care benefits.

Fixed remuneration is reviewed annually by the Board.  The process consists of a review of Company and individual performance, relevant comparative remuneration externally and internally and, where appropriate, external advice on policies and practices.

 

Performance Based Remuneration - Short Term Incentive

Some KMP are entitled to an annual cash bonus upon achieving various key performance indicators ('KPI's'), as set by the Board. Having regard to the current size, nature and opportunities of the Company, the Board has determined that these KPI's will include measures such as successful completion of exploration activities (e.g. completion of exploration programmes within budgeted timeframes and costs), development activities (e.g. completion of feasibility studies), 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 2016 financial year, a total bonus sum of $484,698 (2015: $57,480) was paid, and is payable to KMP on achievement of KPIs as set by the board which included: (i) Completion of an upgraded Pre-Feasibility at the Project; (ii) Upgrade in the size and grade of the of the mineral resource estimate at the Project; (iii) achievement of major permitting milestones including the award of the initial authorisation for the process plant; (iv) commencement of development activities at the Project; (v) completion of RCF finaning at a premium; and (vi) completion of a DFS at the Project.  

 

Performance Based Remuneration - Long Term Incentive

The Group has adopted a long-term incentive plan ('LTIP') comprising the 'Berkeley Performance Rights Plan' (the 'Plan') to reward KMP and key employees for long-term performance. Shareholders approved the Plan in April 2013 at a General Meeting of Shareholders and Performance Rights were issued under the Plan in May 2013 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 will provide a powerful tool to underpin the Company's employment and engagement strategy, and that the implementation of the Plan will:

(a)        enable the Company to 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.

In addition, the Group has chosen to provide unlisted incentive options ('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.

 

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.

 

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 KPI as detailed under 'Performance Based Remuneration - Short Term Incentive' and are not based on share price or earnings. As noted above, a number of 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




Percentage


2016

Salary & Fees
$

Post Employ-ment Benefits
$

Cash Incentive
$

Share-Based Payments
$

Other Non-Cash Benefits(4)
$

Total
$

of Total Remunerat-ion that Consists of Options/ Rights
%

Percent-age Perform-ance Related
%

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

20,467

76,154

269,321

48,441

711,385

37.86

48.56

Javier Colilla Peletero

297,002

18,770

76,154

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

48,843

484,698

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 and Chief Financial Officer 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.

 

 


Short-term Benefits




Percentage


2015

Salary & Fees
$

Post Employ-ment Benefits
$

Cash Incentive
$

Share-Based Payments
$

Other Non-Cash Benefits(5)
$

Total
$

of Total Remunerat-ion that Consists of Options/ Rights
%

Percent-age Perform-ance Related
%

Directors









Ian Middlemas

50,000

-

-

-

-

50,000

-

-

Paul Atherley(1)

-

-

-

438,667

-

438,667

100.00

100.00

James Ross

50,000

-

-

(2,189)

-

47,811

(4.58)

(4.58)

Robert Behets(2)

198,200

-

-

(5,254)

-

192,946

(2.72)

(2.72)

Other KMP









Francisco Bellón del Rosal

276,620

19,190

28,740

203,809

46,289

574,648

35.47

40.47

Javier Colilla Peletero

276,614

17,037

28,740

215,500

30,156

568,047

37.94

43.00

Hugo Schumann(3)

-

-

-

34,063

-

34,063

100.00

100.00

Clint McGhie(4)

-

-

-

(3,941)

-

(3,941)

100.00

100.00

Total

851,434

36,227

57,480

880,655

76,445

1,902,241



Notes

 

(1)            Mr Atherley was appointed a Director with effect from 1 July 2015. In accordance with the terms of the consultancy deed with North Asia Metals Limited ('NAML') under which Mr Atherley is engaged, NAML was granted 4,000,000 incentive options on 16 June 2015 (vesting on commencement);

(2)            Mr Behets received Directors fees of $50,000 and consulting fees of $148,200 for additional services provided to the Company;

(3)            Mr Schumann commenced his role as Corporate Manager on 1 July 2015. He has previously provided assistance with investor relations in a non-executive capacity and had been granted Performance Rights in the year ended 30 June 2014. Mr Schumann was granted 200,000 incentive options on 15 June 2015;

(4)            Mr McGhie provides services as the Company Secretary and Chief Financial Officer through a services agreement between Berkeley and Apollo Group Pty Ltd. Under the agreement, Apollo Group Pty Ltd was paid, or is payable $296,000 (2014: $288,000) for the provision of administrative, company secretarial and accounting services, and the provision of a fully serviced office to the Company. With effect from 1 July 2015, the retainer payable to Apollo Group Pty Ltd for the provision of these services has reduced to $20,000 per month; and

(5)            Other Non-Cash Benefits includes payments made for housing and car benefits.

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 2016 are as follows:

 

2016

Options / Rights(1)

Grant
Date

Expiry
Date

Exercise Price

Grant Date Fair Value
$

No. Granted

No. Vested at 30 June 2016

Directors








Robert Behets

Rights

31 Jul 15

30 Jun 16

-

0.350

150,000

-(1)


Rights

31 Jul 15

30 Jun 17

-

0.350

100,000

-

Paul Atherley

Rights

31 Jul 15

30 Jun 17

-

0.350

450,000

-


Rights

31 Jul 15

31 Dec 18

-

0.350

500,000

-


Rights

31 Jul 15

31 Dec 19

-

0.350

650,000

-


Rights

18 Mar 16

30 Jun 17

-

0.480

200,000

-


Rights

18 Mar 16

31 Dec 18

-

0.480

300,000

-


Rights

18 Mar 16

31 Dec 19

-

0.480

400,000

-

Other KMP








Francisco Bellón
del Rosal

Rights

31 Jul 15

30 Jun 16

-

0.350

200,000

-(1)


Rights

31 Jul 15

30 Jun 17

-

0.350

250,000

-


Rights

31 Jul 15

31 Dec 18

-

0.350

100,000

-


Rights

31 Jul 15

31 Dec 19

-

0.350

200,000

-


Rights

8 Feb 16

30 Jun 17

-

0.470

150,000

-


Rights

8 Feb 16

31 Dec 18

-

0.470

200,000

-


Rights

8 Feb 16

31 Dec 19

-

0.470

300,000

-

Javier Colilla Peletero

Rights

31 Jul 15

30 Jun 16

-

0.350

200,000

-(1)


Rights

31 Jul 15

30 Jun 17

-

0.350

250,000

-


Rights

31 Jul 15

31 Dec 18

-

0.350

100,000

-


Rights

31 Jul 15

31 Dec 19

-

0.350

200,000

-


Rights

8 Feb 16

30 Jun 17

-

0.470

150,000

-


Rights

8 Feb 16

31 Dec 18

-

0.470

200,000

-


Rights

8 Feb 16

31 Dec 19

-

0.470

300,000

-

Hugo Schumann

Rights

31 Jul 15

30 Jun 17

-

0.350

200,000

-


Rights

31 Jul 15

31 Dec 18

-

0.350

200,000

-


Rights

31 Jul 15

31 Dec 19

-

0.350

290,000

-


Rights

8 Feb 16

30 Jun 17

-

0.470

150,000

-


Rights

8 Feb 16

31 Dec 18

-

0.470

200,000

-


Rights

8 Feb 16

31 Dec 19

-

0.470

300,000

-

Dylan Browne

Rights

8 Feb 16

30 Jun 17

-

0.470

100,000

-


Rights

8 Feb 16

31 Dec 18

-

0.470

180,000

-


Rights

8 Feb 16

31 Dec 19

-

0.470

180,000

-

Clint McGhie

Rights

31 Jul 15

30 Jun 16

-

0.350

150,000

-(1)


Rights

31 Jul 15

30 Jun 17

-

0.350

50,000

-

Notes

(1)            This tranche of Performance Rights vested on 4 November 2015 and was converted to shares on 23 December 2015.

(2)            For details on the valuation of the Unlisted Options and Performance Rights, including models and assumptions used, please refer to Note 17 to the financial statements.

 

 

Details of the value of Incentive Options granted, exercised or lapsed for each Key Management Person of the Company or Group during the financial year are as follows:

 

2016

Value of Incentive Options granted during the year(1)

$

Value of Incentive Options exercised during the year

$

Value of options / rights lapsed during the year

$

Value of Incentive Options included in remuneration for the year

$

Percentage of remuneration that consists of Incentive Options

%

Directors






Ian Middlemas

-

840,000(1)

-

-

-

Robert Behets

-

210,000(2)

-

-

-

Other KMP






Francisco Bellón del Rosal

-

-

-(3)

-

-

Javier Colilla Peletero

-

-

-(4)

-

-

 

Notes

 

(1)           On 17 June 2016, Mr Middlemas exercised 4,000,000 Incentive Options. The Value of the Incentive Options exercised is calculated using the closing price on that date ($0.66) less the exercise price ($0.45). These Incentive Options were subscribed for by Mr Middlemas on terms no more favourable than those to other unrelated parties.

(2)           On 17 June 2016, Mr Behets exercised 1,000,000 Incentive Options. The Value of the Incentive Options exercised is calculated using the closing price on that date ($0.66) less the exercise price ($0.45). These Incentive Options were subscribed for by Mr Behets on terms no more favourable than those to other unrelated parties.

(3)           1,000,000 Incentive Options exercisable at $0.41 expired on 21 September 2015.

(4)           750,000 Incentive Options exercisable at $0.475 expired on 22 December 2015.

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 will receive an annual consultancy fee of £275,000 and will be eligible for an annual bonus of up to £250,000 to be paid upon successful completion of key performance indicators as determined by the Board of Directors. In addition, NAML 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.

Dr James Ross, Non-Executive Director, has a letter of appointment with Berkeley Energia Limited that was last updated on 29 June 2015. Effective from 1 July 2015, Dr Ross has received a fee of $30,000 per annum inclusive of superannuation.

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 $30,000 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 2 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 and 13 January 2015. The contract specifies the duties and obligations to be fulfilled by the General Manager Operations. The contract has a rolling term and may be terminated by the Company giving 6 months' notice, or 12 months in the event of a change of control of the Company. In addition to the notice period, Mr Bellón will also be entitled to receive an amount equivalent to statutory unemployment benefits (approximately 25,000) 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 €190,000 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 and 13 January 2015. The contract specifies the duties and obligations to be fulfilled by the Senior Vice President Corporate. The contract has a rolling term and may be terminated by the Company giving 6 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 25,000) 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 €190,000 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 Hugo Schumann, Corporate Manager, 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 Corporate Manager. 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 will receive an annual consultancy fee of £150,000 and will be eligible for an annual bonus of up to £50,000 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 and Chief Financial Officer 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 £5,500 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 and Chief Financial Officer. 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 will receive an annual consultancy fee of £60,500.

Equity instruments held by Key Management Personnel

Incentive Options and Performance Right holdings of Key Management Personnel

2016

Held at
1 July 2015

Granted as Compen-sation

Options Exercised/ Rights Converted

Net Other Changes

Held at
30 June 2016

Vested and exercise-able at 30 June 2016

Directors







Ian Middlemas

4,000,000

-

(4,000,000)

-

-

-

Paul Atherley

4,000,000(1)

2,500,000

-

-

6,500,000

4,000,000

James Ross

200,000

-

-

-

200,000

-

Robert Behets

1,480,000

250,000

(1,150,000)

-

580,000

-

Other KMP







Francisco Bellón del Rosal

2,950,000

1,400,000

(200,000)

(1,000,000)(2)

3,150,000

1,500,000

Javier Colilla Peletero

2,700,000

1,400,000

(200,000)

(750,000)(2)

3,150,000

1,500,000

Hugo Schumann(3)

310,000(3)

1,340,000

-

-

1,650,000

200,000

Dylan Browne

-(4)

460,000

-

-

460,000

-

Clint McGhie

360,000

-

-

560,000(5)

-

Notes

(1)           Mr Atherley was appointed a Director with effect from 1 July 2015. In accordance with the terms of the consultancy deed with NAML under which Mr Atherley is engaged, NAML was granted 4,000,000 Incentive Options on 16 June 2015 which vested on commencement.

(2)           Expiry of Incentive Options.

(3)           As at appointment date being 1 July 2015.

(4)           As at appointment date being 29 October 2015.

(5)           As at resignation date being 29 October 2015.

(6)           On 31 July 2015, Shareholders approved to vary the terms of 2,776,000 existing Performance Rights on issue by extending the milestone and expiry dates by 24 months.

Shareholdings of Key Management Personnel

 

2016

Held at
1 July 2015

Granted as Compen-sation

Options exercised / Rights converted

Net Other Changes

Held at
30 June 2016

Directors






Ian Middlemas

5,300,000

-

4,000,000

-

9,300,000

Paul Atherley

854,000(1)

-

-

-

854,000

James Ross

415,000

-

-

-

415,000

Robert Behets

1,240,000

-

1,150,000

-

2,390,000

Other KMP






Francisco Bellón del Rosal

203,200

-

200,000

-

403,200

Javier Colilla Peletero

450,000

-

200,000

-

650,000

Hugo Schumann

-(1)

-

-

-

-

Dylan Browne

-(2)

-

-

-

-

Notes

(1)           As at appointment date being 1 July 2015.

(2)           As at appointment date being 29 October 2015.

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, $72,898 (2015: nil) 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 INDEPENDENCE DECLARATION

The auditor's independence declaration is on page 62 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

 

23 September 2016

 

 

 

Competent Persons Statement

The information in this report that relates to the Definitive Feasibility Study, Mineral Resources for Zona 7, 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'.

The information in this announcement that relates to the Mineral Resources for Retortillo is extracted from the announcement entitled 'Increase in Retortillo grade expected to boost economics' dated 7 January 2015 which is available to view on Berkeley's website at www.berkeleyenergia.com. The information in the original announcement is based on, and fairly represents, information compiled 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'. The Company confirms that it is not aware of any new information or data that materially affects the information included in the original market announcement and, in the case of estimates of Mineral Resources that all material assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply and have not materially changed. The Company confirms that the form and context in which the Competent Person's findings are presented have not been materially modified from the original market announcement.

The information in this announcement that relates to the Mineral Resources for Alameda (refer ASX announcement dated 31 July 2012) is based on information compiled by Mr Craig Gwatkin, who is a Member of The Australasian Institute of Mining and Metallurgy and was an employee of Berkeley Energy Limited at the time of initial disclosure. Mr Gwatkin has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the 'Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves'. Mr Gwatkin consents to the inclusion in the announcement of the matters based on his information in the form and context in which it appears. This information was prepared and first disclosed under the JORC Code 2004. It has not been updated since to comply with the JORC Code 2012 on the basis that the information has not materially changed since it was last reported.

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 YEAR ENDED 30 JUNE 2016

 


Note

2016
$

2015
$

CONTINUING OPERATIONS




Revenue and other income

2

248,868

588,829

Corporate and administration expenses


(1,348,966)

(894,444)

Exploration and evaluation expenses


(9,213,493)

(6,677,550)

Business Development expenses             


(1,614,099)

(15,965)

Share-based payment expenses

16(a)

(1,713,364)

(866,475)

Loss before income tax


(13,641,054)

(7,865,605)

Income tax benefit/ (expense)

4

-

-

Loss after income tax


(13,641,054)

(7,865,605)





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


125,016

(44,343)

Other comprehensive income/(loss), net of income tax


125,016

(44,343)

Total comprehensive loss for the year attributable to Members of Berkeley Energia Limited


(13,516,038)

(7,909,948)





Basic and diluted loss per share from continuing operations (cents per share)

19

(7.47)

(4.36)

 

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 2016

 


Note

2016
$

2015
$

ASSETS




Current Assets




Cash and cash equivalents

20(b)

11,348,057

13,398,617

Trade and other receivables

5

7,301,108

479,485

Total Current Assets


18,649,165

13,878,102





Non-current Assets




Exploration expenditure

6

7,788,515

14,257,110

Property, plant and equipment

7

1,852,230

1,661,785

Other financial assets

8

120,637

65,113

Total Non-current Assets


9,761,382

15,984,008





TOTAL ASSETS


28,410,547

29,862,110





LIABILITIES




Current Liabilities




Trade and other payables

9

2,081,914

1,033,297

Other financial liabilities

10

26,656

290,278

Total Current Liabilities


2,108,570

1,323,575





TOTAL LIABILITIES


2,108,570

1,323,575





NET ASSETS


26,301,977

28,538,535





EQUITY




Equity attributable to equity holders of the Company




Issued capital

11

129,514,703

119,358,591

Reserves

12

428,677

(358,207)

Accumulated losses


(103,641,403)

(90,461,849)





TOTAL EQUITY


26,301,977

28,538,535

 

The above Statement of Financial Position should be read in conjunction with the accompanying Notes

 

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 30 JUNE 2016

 


Note

2016
$

2015
$





Cash flows from operating activities




Payments to suppliers and employees


(11,578,946)

(7,475,512)

Interest received                      


289,672

596,944

Rebates received


11,802

58,592

Net cash outflow from operating activities                                           

20(a)

(11,277,472)

(6,819,976)





Cash flows from investing activities




Exploration acquisition costs


(12,050)

(4,575)

Payments for property, plant and equipment


(334,629)

(59,685)

Net cash outflow from investing activities


(346,679)

(64,260)





Cash flows from financing activities




Proceeds from issue of securities


9,594,812

-

Transaction costs from issue of securities


(20,131)

-

Net cash inflow from financing activities


9,574,681

-





Net decrease in cash and cash equivalents held


(2,049,470)

(6,884,236)

Cash and cash equivalents at the beginning of the financial year


13,398,617

20,245,401

Effects of exchange rate changes on cash and cash equivalents


(1,090)

37,452

Cash and cash equivalents at the end of the financial year

20(b)

11,348,057

13,398,617

 

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 2016

 


Issued Capital

Share Based Payments Reserve

Foreign Currency Translation Reserve

Accumulated Losses

Total Equity


$

$

$

$

$

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







As at 1 July 2014

119,358,591

1,240,193

(2,420,532)

(82,596,244)

35,582,008

Net loss for the year

-

-

-

(7,865,605)

(7,865,605)

Other Comprehensive Income:

Exchange differences arising on translation of foreign operations

-

-

(44,343)

-

(44,343)

Total comprehensive loss

-

-

(44,343)

(7,865,605)

(7,909,948)

Transactions with owners, recorded directly in equity:






Cost of share based payments

-

866,475

-

-

866,475

As at 30 June 2015

119,358,591

2,106,668

(2,464,875)

(90,461,849)

28,538,535

 

The above Statement of Changes in Equity should be read in conjunction with the accompanying Notes

 

The following sections are available in the full version of the Annual Financial Report on Berkeley Energy Limited's website: www.berkeleyenergia.com

Notes to and forming part of the Financial Statements


Directors' Declaration


Auditor's Independence Declaration


Auditor's Review Report


 

Berkeley Energia Limited

+44 20 7478 3900

Paul Atherley, Managing Director

[email protected]

Hugo Schumann, Corporate Manager




WH Ireland Limited (Nominated Adviser and Joint Broker)

+44 20 7220 1666

Paul Shackleton


Nick Prowting


Jay Ashfield




Peel Hunt LLP (Joint Broker)

+44 20 7418 8900

Matthew Armitt


Ross Allister


Chris Burrows




Buchanan

+44 207 466 5000

Bobby Morse, Senior Partner

[email protected]

Anna Michniewicz, Account Director

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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