REG - Berkeley Energia - Annual Financial Report <Origin Href="QuoteRef">BKY.AX</Origin> - Part 2
26/09/2016 07:05
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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 Expiry Exercise Price Grant Date Fair Value No. Granted No. Vested at 30 June 2016
Date Date $
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 Rights 31 Jul 15 30 Jun 16 - 0.350 200,000 -(1)
del Rosal
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
E25,000) 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 E190,000 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 E25,000) 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 E190,000 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 Granted as Compen-sation Options Exercised/ Rights Converted Net Other Changes Held at Vested and exercise-able at 30 June 2016
1 July 2015 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 360,000 200,000 - - 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 Granted as Compen-sation Options exercised / Rights converted Net Other Changes Held at
1 July 2015 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
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