TIDMBKY
RNS Number : 3529A
Berkeley Resources Limited
31 January 2011
.
BERKELEY RESOURCES LIMITED
ABN 40 052 468 569
NOTICE OF GENERAL MEETING A General Meeting of the Company will
be held at the offices of Berkeley Resources Limited, Level 2, 91
Havelock Street, West Perth, Western Australia on Wednesday 2nd
March 2011 at 10.00am (WST).
This Notice of General Meeting should be read in its entirety.
If Shareholders are in doubt as to how they should vote, they
should seek advice from their accountant, solicitor or other
professional adviser prior to voting.
Should you wish to discuss any matter please do not hesitate to
contact the Company Secretary by telephone on (08) 9214 7585.
BERKELEY RESOURCES LIMITED
ABN 40 052 468 569
NOTICE OF GENERAL MEETING
Notice is hereby given that a General Meeting of shareholders of
Berkeley Resources Limited (Company) will be held at the offices of
Berkeley Resources Limited at Level 2, 91 Havelock Street, West
Perth, Western Australia on 2 March 2011 at 10.00am (WST)
("Meeting").
The Explanatory Memorandum to this Notice of General Meeting
provides additional information on matters to be considered at the
Meeting. The Explanatory Memorandum and Proxy Form are part of this
Notice of General Meeting.
The Directors have determined pursuant to regulation 7.11.37 of
the Corporations Regulations 2001 (Cth) that the persons eligible
to vote at the Meeting are those who are registered as Shareholders
of the Company on 28 February 2011 at 10.00am.
Terms and abbreviations used in this Notice and Explanatory
Memorandum are defined in Section 7.
AGENDA
1. Resolution 1 - Ratification of Issue of First Tranche
Shares
To consider and, if thought fit, to pass with or without
amendment, the following resolution as an ordinary resolution:
"That, pursuant to and in accordance with Listing Rule 7.4 and
for all other purposes, Shareholders ratify the issue of 17,000,000
Shares each at an issue price of $1.70 (First Tranche Shares) which
raised $28,900 000 before costs, on the terms and conditions in the
Explanatory Memorandum."
Voting Exclusion:
The Company will disregard any votes cast on this Resolution by
a person who participated in the issue of the First Tranche Shares
and any associate of such a person.
However, the Company need not disregard a vote if:
(a) it is cast by a person as proxy for a person who is entitled
to vote in accordance with the directions on the proxy form; or
(b) it is cast by the person chairing the Meeting as proxy for a
person who is entitled to vote, in accordance with a direction on
the proxy form to vote as the proxy decides.
2. Resolution 2 - Authority to Issue Second Tranche Shares
To consider and, if thought fit, pass with or without amendment,
the following resolution as an ordinary resolution:
"That, pursuant to and in accordance with Listing Rule 7.1 and
for all other purposes, Shareholders approve the allotment and
issue of up to 15 360,000 Shares each at an issue price of $1.70
(Second Tranche Shares) to raise $26,112,000 before costs, on the
terms and conditions in the Explanatory Memorandum."
Voting Exclusion
The Company will disregard any votes cast on this Resolution by
a person (or any associate of such a person) who may participate in
the issue of the Second Tranche Shares and might obtain a benefit,
(except a benefit solely in their capacity as holder of ordinary
securities), if the resolution is passed.
However, the Company will not disregard a vote if:
(a) it is cast by the person as proxy for a person who is
entitled to vote, in accordance with directions on the Proxy Form;
or
(b) it is cast by the person chairing the Meeting as proxy for a
person who is entitled to vote, in accordance with a direction on
the Proxy Form to vote as the proxy decides.
3. Resolution 3 - Ratification of Prior Placement
To consider and, if thought fit, to pass with or without
amendment, the following resolution as an ordinary resolution:
"That, in accordance with Listing Rule 7.4 and for all other
purposes, Shareholders ratify the issue of:
(a) 3,300,000 Shares at an issue price of $1.45 per Share which
raised $4,785,000 (before costs); and
(b) 200,000 Shares at nil issue price per Share as a placement
fee,
on the terms and conditions in the Explanatory Memorandum (Prior
Placement)."
Voting Exclusion:
The Company will disregard any votes cast on this Resolution by
a person who participated in the Prior Placement and any associate
of such a person.
However, the Company need not disregard a vote if:
(a) it is cast by a person as proxy for a person who is entitled
to vote in accordance with the directions on the proxy form; or
(b) it is cast by the person chairing the Meeting as proxy for a
person who is entitled to vote, in accordance with a direction on
the proxy form to vote as the proxy decides.
BY ORDER OF THE BOARD
Sam Middlemas
Company Secretary
Dated: 28th January 2011
BERKELEY RESOURCES LIMITED
ABN 40 052 468 569
EXPLANATORY MEMORANDUM
1. Introduction
This Explanatory Memorandum has been prepared for the
information of Shareholders of the Company in connection with the
business to be conducted at the General Meeting to be held the
offices of Berkeley Resources Limited at Level 2, 91 Havelock
Street, West Perth, Western Australia on 2 March 2011 at 10.00am
(WST).
This Explanatory Memorandum should be read in conjunction with
and forms part of the accompanying Notice. The purpose of this
Explanatory Memorandum is to provide information to Shareholders in
deciding whether or not to pass the Resolutions set out in the
Notice.
A Proxy Form is located at the end of the Explanatory
Memorandum.
2. Action to be taken by Shareholders
Shareholders should read the Notice and this Explanatory
Memorandum carefully before deciding how to vote on the
Resolutions.
A Proxy Form is attached to the Notice. This is to be used by
Shareholders if they wish to appoint a representative (a "proxy")
to vote in their place. All Shareholders are invited and encouraged
to attend the Meeting or, if they are unable to attend in person,
sign and return the Proxy Form to the Company in accordance with
the instructions thereon. Lodgement of a Proxy Form will not
preclude a Shareholder from attending and voting at the Meeting in
person.
3. Background
3.1 Placement
As announced on 19 January 2011, the Company is in the process
of undertaking a placement of up to 32,360,000 shares to
sophisticated and professional investors who are clients of RBC
Capital Markets and BMO Capital Markets at $1.70 per Share to raise
approximately $55,000,000 (before costs) (Placement).
The Placement is being undertaken in two tranches as
follows:
(a) a first tranche consisting of 17,000,000 Shares at an issue
price of $1.70 per Share (being the First Tranche Shares) (which
was completed on 27 January 2011); and
(b) a second tranche consisting of 15,360,000 Shares at an issue
price of $1.70 per Share (being the Second Tranche Shares).
The funds raised from the Placement and will be used for:
(a) payment of EUR20 million to ENUSA Industrias Avanzadas S.A
(ENUSA) for the exploitation of the Company's Salamanca Uranium
Project;
(b) finalisation of feasibility studies ahead of project
development at the Company's Salamanca Uranium Project; and
(c) general working capital requirements.
The First Tranche Shares were issued under the Company's 15%
placement capacity pursuant to Listing Rule 7.1. Resolution 1 seeks
Shareholder ratification of the issue of the First Tranche
Shares.
The issue of the Second Tranche Shares is subject to Shareholder
approval. Resolution 2 seeks this approval.
3.2 Prior Placement
On 29 October 2010, the Company entered into a subscription
agreement (Subscription Agreement) with Resources Capital Fund V LP
(RCF), pursuant to which the Company agreed to issue 3,300,000
Shares to RCF at an issue price of $1.45 per Share to raise
$4,785,000 (before costs) together with 200,000 Shares at nil issue
price per Share as consideration for RCF entering into the
Subscription Agreement (being the Prior Placement).
Resolution 3 seeks Shareholder ratification of the issue Shares
under the Prior Placement.
4. Resolution 1 - Ratification of Issue of First Tranche
Shares
4.1 General
Resolution 1 seeks Shareholder ratification pursuant to Listing
Rule 7.4 of the issue of the First Tranche Shares to sophisticated
and professional investors who are not related parties or
associates of related parties of the Company.
4.2 Listing Rule 7.4
The First Tranche Shares were issued within the Company's 15%
placement capacity permitted under Listing Rule 7.1, without the
need for Shareholder approval. The effect of Shareholders passing
Resolution 1 by ratifying the issue of the First Tranche Shares
will be to restore the Company's ability to issue securities within
that limit, to the extent of the 17,000,000 Shares, during the next
12 months.
Resolution 1 is an ordinary resolution.
4.3 Specific Information Required by Listing Rule 7.5
Listing Rule 7.5 requires that the following information be
provided to Shareholders for the purposes of obtaining Shareholder
approval for the prior issue of the First Tranche Shares pursuant
to Listing Rule 7.4:
(a) 17,000,000 First Tranche Shares were allotted on 27 January
2011.
(b) The First Tranche Shares were issued at a price of $1.70 per
Share.
(c) The First Tranche Shares are fully paid ordinary shares in
the capital of the Company and rank equally with the Company's
existing listed Shares.
(d) The First Tranche Shares were allotted and issued to
sophisticated and professional investors (pursuant to section
708(8), 708(10) and 708(11) of the Corporations Act) who are
clients of RBC Capital Markets and BMO Capital Markets and are not
related parties or associates of related parties of the
Company.
(e) The funds raised will be utilised as follows:
(i) payment of EUR20 million to ENUSA for the exploitation of
the Company's Salamanca Uranium Project;
(ii) finalisation of feasibility studies ahead of project
development at the Company's Salamanca Uranium Project; and
(iii) general working capital requirements.
(f) A voting exclusion statement is included in the Notice.
5. Resolution 2 - Authority to Issue Second Tranche Shares
5.1 General
Resolution 2 seeks Shareholder approval pursuant to Listing Rule
7.1 for the issue of the Second Tranche Shares to sophisticated and
professional investors who are not related parties or associates of
related parties of the Company.
5.2 Listing Rule 7.1
Listing Rule 7.1 requires Shareholder approval for the proposed
issue of the Second Tranche Shares. Listing Rule 7.1 provides,
subject to certain exceptions, that Shareholder approval is
required for any issue of securities by a listed company, where the
securities proposed to be issued represent more than 15% of the
company's ordinary securities then on issue.
Given the issue of the Shares under Resolution 2 will exceed
this 15% threshold and none of the exceptions in Listing Rule 7.2
apply, Shareholder approval is required in accordance with Listing
Rule 7.1.
The effect of Resolution 2 will be to allow the Directors to
issue the Second Tranche Shares during the period of 3 months after
the Meeting (or a longer period if allowed by ASX) without using
the Company's 15% placement capacity.
Resolution 2 is an ordinary resolution.
5.3 Specific Information Required by Listing Rule 7.3
For the purposes of Shareholder approval of the Second Tranche
Placement and the requirements of Listing Rule 7.3, information is
provided as follows:
(a) The maximum number of Shares the Company can issue under
Resolution 2 is 15,360,000 Shares.
(b) The Second Tranche Shares will be issued no later than three
months after the date of the Meeting (or such longer period of time
as ASX may, in its discretion, allow pursuant to a waiver of
Listing Rule 7.3.2).
(c) The Second Tranche Shares will be issued at a price of $1.70
per Share.
(d) The Second Tranche Shares will be issued to sophisticated
and professional investors (pursuant to section 708(8), 708(10) and
708(11) of the Corporations Act) who are clients of RBC Capital
Markets and BMO Capital Markets and are not related parties or
associates of related parties of the Company.
(e) The Second Tranche Shares to be issued are ordinary shares
and rank equally with the Company's existing listed Shares.
(f) The funds raised will be utilised as follows:
(i) payment of EUR20 million to ENUSA for the exploitation of
the Company's Salamanca Uranium Project;
(ii) finalisation of feasibility studies ahead of project
development at the Company's Salamanca Uranium Project; and
(iii) general working capital requirements.
(g) The Second Tranche Shares will be allotted on or about 3
March 2011.
(h) A voting exclusion statement is included in the Notice.
6. Resolution 3 - Ratification of Prior Placement
6.1 General
Resolution 3 seeks Shareholder ratification pursuant to Listing
Rule 7.4 of the Prior Placement to RCF who is not a related party
or associate of a related party of the Company.
6.2 Listing Rule 7.4
The 3,500,000 Shares under the Prior Placement were issued
within the Company's 15% placement capacity permitted under Listing
Rule 7.1, without the need for Shareholder approval. The effect of
Shareholders passing Resolution 3 by ratifying the Prior Placement
will be to restore the Company's ability to issue securities within
that limit, to the extent of the 3,500,000 Shares, during the next
12 months.
Resolution 3 is an ordinary resolution.
6.3 Specific Information required by Listing Rule 7.5
Listing Rule 7.5 requires that the following information be
provided to Shareholders for the purposes of obtaining Shareholder
approval for the issue of Shares under the Prior Placement:
(a) 3,500,000 Shares were allotted on 19 November 2010.
(b) 3,300,000 Shares issued under the Prior Placement were
issued at a price of $1.45 per Share and 200,000 Shares issued
under the Prior Placement were issued at nil issue price per
Share.
(c) The 3,500,000 Shares issued under the Prior Placement are
fully paid ordinary shares in the capital of the Company and rank
equally with the Company's existing listed Shares.
(d) The 3,500,000 Shares issued under the Prior Placement were
allotted and issued to RCF, who is a sophisticated and professional
investor (pursuant to sections 708(8) and 708(11) of the
Corporations Act) and is not a related party or associate of a
related party of the Company.
(e) The funds raised will be utilised as follows:
(iv) finalisation of feasibility studies ahead of project
development at the Company's Salamanca Uranium Project; and
(v) general working capital requirements.
(f) A voting exclusion statement is included in the Notice.
7. Definitions
In this Explanatory Memorandum and Notice:
ASIC means the Australian Securities and Investments
Commission.
ASX means ASX Limited.
Board means the board of Directors.
Company means Berkeley Resources Limited ABN 40 052 468 569.
Constitution means the Constitution of the Company.
Corporations Act means the Corporations Act 2001 (Cth).
Director means a director of the Company, and Directors means
the directors of the Company.
ENUSA has the meaning given in Section 3 of the Explanatory
Memorandum.
Explanatory Memorandum means the explanatory memorandum to the
Notice.
First Tranche Shares has the meaning in Resolution 1 of this
Notice.
Listing Rules means the Listing Rules of ASX.
Meeting has the meaning given in the introductory paragraph of
the Notice.
Notice means this notice of meeting.
Placement has the meaning in Section 3 of the Explanatory
Memorandum.
Prior Placement has the meaning given in Resolution 3 of the
Notice.
Proxy Form means the proxy form attached to the Notice.
RCF means Resource Capital Fund V LP of 1400 Sixteenth Street,
Suite 200 Denver, Colarado, United States of America.
Resolution means a resolution contained in this Notice.
Second Tranche Shares has the meaning in Resolution 2 of this
Notice.
Section means a Section of the Explanatory Memorandum.
Share means a fully paid ordinary share in the capital of the
Company.
Shareholder means a shareholder of the Company.
Subscription Agreement has the meaning given in Section 3.2 of
the Explanatory Memorandum.
WST means Western Standard Time, being the time in Perth,
Western Australia.
In the Notice and this Explanatory Memorandum, words importing
the singular include the plural and vice versa.
BERKELEY RESOURCES LIMITED
ABN 40 052 468 569
P R O X Y F O R M
The Company Secretary
Berkeley Resources Limited
By delivery: By post: By facsimile:
Level 2, 91 Havelock St PO Box 534 +61 8 9214 7575
WEST PERTH WA 6005 WEST PERTH WA 6872
I/We
________________________________________________________________________
of
________________________________________________________________________
being a Shareholder/Shareholders of the Company and entitled to
_________________________________________
votes in the Company, hereby appoint 2
______________________________________________________________
or failing such appointment the chairman of the general meeting
as my/our proxy to vote for me/us on my/our behalf at the general
meeting of the Company to be held at 10.00am on 2 March 2011 (WST)
at Level 2, 91 Havelock Street, West Perth, Western Australia and
at any adjournment thereof in the manner indicated below or, in the
absence of indication, as he thinks fit. If 2 proxies are
appointed, the proportion or number of votes that this proxy is
authorised to exercise is * [ ]% of the Shareholder's votes*/ [ ]
of the Shareholder's votes. (An additional Proxy Form will be
supplied by the Company, on request).
INSTRUCTIONS AS TO VOTING ON RESOLUTIONS
The proxy is to vote for or against the Resolution referred to
in the Notice as follows:
For Against Abstain
Resolution Ratification of Issue of First Tranche
1 Shares
Resolution Authority to Issue Second Tranche
2 Shares
Resolution Ratification of Prior Placement
3
Authorised signature/s This section must be signed in accordance
with the instructions overleaf to enable your voting instructions
to be implemented.
Individual or Shareholder Shareholder 2 Shareholder 3
1
-------------------------- -------------- -----------------
Sole Director and Sole Director Director/Company
Company Secretary Secretary
_________________________ _______________________
___________________
Contact Name Contact Daytime Telephone Date
---------1Insert name and address of Shareholder 2 Insert name
and address of proxy *Omit if not applicable
Proxy Notes:
A Shareholder entitled to attend and vote at the General Meeting
may appoint a natural person as the Shareholder's proxy to attend
and vote for the Shareholder at that General Meeting. If the
Shareholder is entitled to cast 2 or more votes at the General
Meeting the Shareholder may appoint not more than 2 proxies. Where
the Shareholder appoints more than one proxy the Shareholder may
specify the proportion or number of votes each proxy is appointed
to exercise. If such proportion or number of votes is not specified
each proxy may exercise half of the Shareholder's votes. A proxy
may, but need not be, a Shareholder of the Company.
If a Shareholder appoints a body corporate as the Shareholder's
proxy to attend and vote for the Shareholder at that General
Meeting, the representative of the body corporate to attend the
General Meeting must produce the 'Certificate of Appointment of
Representative' prior to admission. A form of the certificate may
be obtained from the Company's share registry.
You must sign this form as follows in the spaces provided:
Joint Holding: where the holding is in more than one name all of
the holders must sign.
Power of Attorney: if signed under a power of attorney, you must
have already lodged it with the registry, or alternatively, attach
a certified photocopy of the power of attorney to this Proxy Form
when you return it.
Companies: a director can sign jointly with another director or
a company secretary. A sole director who is also a sole company
secretary can also sign. Please indicate the office held by signing
in the appropriate space.
If a representative of the corporation is to attend the General
Meeting the appropriate "Certificate of Appointment of
Representative" should be produced prior to admission. A form of
the certificate may be obtained from the Company's share
registry.
Proxy Forms (and the power of attorney or other authority, if
any, under which the Proxy Form is signed) or a copy or facsimile
which appears on its face to be an authentic copy of the Proxy Form
(and the power of attorney or other authority) must be deposited at
or received by facsimile transmission at the Perth office of the
Company (Level 2, 91 Havelock Street, West Perth, WA, 6005, or by
post to PO Box 534, West Perth, WA, 6872 or Facsimile (08) 9214
7575 if faxed from within Australia or +61 8 9214 7575 if faxed
from outside Australia) not less than 48 hours prior to the time of
commencement of the General Meeting (WST).
This information is provided by RNS
The company news service from the London Stock Exchange
END
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