213800JX3V4TPO7TCJ08-2024-06-30-en.xhtml

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ANNUAL REPORT 2024 1

DIRECTORS’ REPORT

30 JUNE 2024

The Directors of Berkeley Energia 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 2024 (“Consolidated Entity” or “Group”).

OPERATING AND FINANCIAL REVIEW

Berkeley is a high impact, clean energy company focused on bringing its wholly owned Salamanca Uranium Project

(“Salamanca” or “Project”) into production. This world class uranium project is located in an historic mining area

about three hours west of Madrid, Spain. This initiative will guarantee Spain and the European Union as an internal

supplier, delivering more than four million pounds of uranium per year, equivalent to the 10% of European total

consumption or more than a third of the energy generated in Spain.

The Salamanca Uranium Project

The Salamanca Project is located in a historic uranium mining area in Western Spain about three hours west of

Madrid.

The Company has received more than 120 European Union and National level approvals required for the initial

development of the project to date.

The project has the potential to generate measurable social and environmental benefits in the form jobs and skills

training in a depressed rural community. It can also make a significant contribution to the security of supply of

Europe’s zero carbon energy needs.

The Project hosts a Mineral Resource of 89.3Mlb uranium, with more than two thirds in the Measured and Indicated

categories. In 2016, Berkeley published the results of a robust Definitive Feasibility Study (“DFS”) for Salamanca

confirming that the Project may be one of the world’s lowest cost producers, capable of generating strong after-tax

cash flows.

Figure 1: Location of the Salamanca Project, Spain

In April 2021, the Spanish Government approved an amendment to the draft climate change and energy transition

bill relating to the investigation and exploitation of radioactive minerals (e.g. uranium). The Government reviewed

and approved the amendment to Article 10 under which: (i) new applications for exploration, investigation and direct

exploitation concessions for radioactive materials, and their extensions, would not be accepted following the entry

into force of this law; and (ii) existing concessions, and open proceedings and applications related to these, would

continue as per normal based on the previous legislation. The new law was published in the Official Spanish State

Gazette and came into effect in May 2021.

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DIRECTORS’ REPORT

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(Continued)

OPERATING AND FINANCIAL REVIEW (Continued)

The Salamanca Uranium Project (Continued)

The Company’s wholly owned subsidiary, Berkeley Minera España SA (“BME”) currently holds legal, valid and

consolidated rights for the investigation and exploitation of its mining projects, including the 30-year mining licence

(renewable for two further periods of 30 years) for the Salamanca Project, however any new proceedings opened

by the Company is now not allowed under the aforementioned new law.

In November 2021, BME received formal notification from Ministry for the Ecological Transition and the

Demographic Challenge (“MITECO”) that it had rejected the construction of the plant as a radioactive facility (“NSC

II”) at the Company's Salamanca Project following an unfavourable report for the grant of NSC II issued by the

Board of the Nuclear Safety Council (“NSC”) in July 2021.

The Group strongly refutes the NSC's assessment and, in its opinion, the NSC adopted an arbitrary decision with

the technical issues used as justification to issue the unfavourable report lacking in both technical and legal support.

BME submitted documentation, including an 'Improvement Report' to supplement its initial NSC II application, along

with the corresponding arguments that address all the issues raised by the NSC, and a request for its reassessment

by the NSC, to MITECO in July 2021.

Further documentation was submitted to MITECO in August 2021, in which BME, with strongly supported

arguments, dismantled all of the technical issues used by the NSC as justification to issue the unfavourable report.

BME again restated that the project is compliant with all requirements for NSC II to be awarded and requested its

NSC II Application be reassessed by the NSC.

In addition, BME requested from MITECO access to the files associated with the Authorisation for Construction and

Authorisation for Dismantling and Closure for the radioactive facilities at La Haba (Badajoz) and Saelices El Chico

(Salamanca), which are owned by ENUSA Industrias Avandas S.A., in order to verify and contrast the conditions

approved by the competent administrative and regulatory bodies for other similar uranium projects in Spain.

Based on a detailed comparison of the different licensing files undertaken by BME following receipt of these files, it

is clear that BME, in its NSC II submission, has been required to provide information that does not correspond to:

(i) the regulatory framework, (ii) the scope of the current procedural stage (i.e., at the NSC II stage), and/or (iii) the

criteria applied in other licensing processes for similar radioactive facilities). Accordingly, the Group considers that

the NSC has acted in a discriminatory and arbitrary manner when assessing the NSC II application for the

Salamanca Project.

In the Group’s strong opinion, MITECO has rejected BME’s NSC II Application without following the legally

established procedure, as the Improvement Report has not been taken into account and sent to the NSC for its

assessment, as requested on multiple occasions by BME.

In this regard, Berkeley Exploration Ltd (“BEL”) believes that MITECO have infringed regulations on administrative

procedures in Spain but also under protection afforded to BEL under the Energy Charter Treaty (“ECT”), which

would imply that the decision on the rejection of BME’s NSC II Application is not legal.

In April 2023, BME submitted a contentious-administrative appeal before the Spanish National Court in an attempt

to overturn the MITECO decision denying NSC II.

Further, the BME received formal notifications in December 2023 which upheld appeals submitted by a non-

governmental organisation, Plataforma Stop Uranio, and the city council of Villavieja de Yeltes (the appellants) to

revoke the first instance judgements related to the Authorisation of Exceptional Land Use (“AEUL”) and the

Urbanism License (“UL”), which annuled both the AEUL and UL.

The AEUL and the UL were granted to BME in July 2017 and August 2020 by the Regional Commission of

Environment and Urbanism, and the Municipality of Retortillo respectively.

The appellants subsequently filed administrative appeals against the AEUL and the UL at the first instance courts

in Salamanca. The administrative appeals against the AEUL and UL were dismissed in September 2022 and

January 2023 respectively.

One of the appellants subsequently lodged appeals before the High Court of Justice of Castilla y León (“TSJ”), with

the TSJ delivering judgements in December 2023 to revoke the first instance judgements and declare the AEUL

and the UL null.

BME strongly disagrees with the fundamentals of the TSJ’s judgement and having previously submitted cassation

appeals against the TSJ judgements before the Spanish Supreme Court, BME has withdrawn the appeals to

preserve the Group’s rights under international arbitration.

ANNUAL REPORT 2024 3

Summary and Highlights during and subsequent to the year end

• Commencement of International Arbitration against Spain

During the year, Berkeley advised that its wholly owned subsidiary, BEL, had filed a Request for Arbitration

(“Request”) for its investments in Spain through its Spanish subsidiary, BME, initiating arbitration proceedings

against the Kingdom of Spain (“Spain”) before the International Centre for Settlement of Investment Disputes

(“ICSID”).

As part of its Request, BEL alleges that Spain’s actions against BME and the Salamanca Project have violated

multiple provisions of the ECT, and that BEL is seeking preliminary compensation in the order of US$1 billion

(US$1,000,000,000) for these violations.

In November 2022, BEL submitted a written notification of an investment dispute to the Prime Minister of Spain

and MITECO informing them of the nature of the dispute and the ECT breaches, and that it proposed to seek

prompt negotiations for an amicable solution pursuant to article 26.1 of the ECT. The Spanish government has

not engaged in any discussions related to the dispute to date, and BEL filed its Request in order to enforce its

rights at the Salamanca Project through international arbitration. The Request was jointly submitted by

specialist teams at Herbert Smith Freehills Spain LLP and LCS Abogados who will represent BEL in the

arbitration proceedings.

Notwithstanding the investment dispute, BEL remains committed to the Salamanca Project and continues to

be open to a constructive dialogue with Spain. BEL is ready to collaborate with the relevant Spanish authorities

to find an amicable resolution to the permitting situation and remains hopeful discussions can take place in the

near term.

BEL has now received the Notice of Registration from ICSID, and in the next phase of proceedings tribunal

members will be selected and appointed, thereby formally establishing the tribunal.

• Global Nuclear Power and Uranium Market

During the year, spot uranium prices demonstrated extreme upside peaking at a price of over US$100 per

pound following increased activity in the spot market at 30 June 2024, spot price closed at US$84 per pound a

52% increase year to date.

At 30 June 2024, the Long-Term Price reached US$79 per pound (a 41% increase year to date), the 3-yr

Forward Price closed at US$94 per pound (a 50% increase year to date) while the 5-yr Forward Price reported

at US$101 per pound (a 51% increase year to date).

Recently, the outlook for nuclear power and the uranium market continued to strengthen during the year, with

a number of important recent developments, including:

• United States

o President Biden signing into law the “Prohibiting Russian Uranium Imports Act” which became

effective on 11 August 2024, when imports of Russian uranium into the United States are no longer

allowed, subject to a waiver procedure.

The prohibition allows the Secretary of Energy (in consultation with the Secretary of State and the

Secretary of Commerce) to waive temporarily the prohibition, and permits importation of Russian low-

enriched uranium (LEU) if the Secretary of Energy determines that there is no alternative viable source

of LEU available to sustain the continuing operation of a nuclear reactor or a US nuclear energy

company, or importation of LEU is in the national interest. However, any waiver by the Secretary of

Energy will terminate no later than 1 January 2028 when all Russian uranium importation will be

banned through 2040.

o Public support in the USA for nuclear energy is at a record high level, according to the latest survey

by Bisconti Research Inc. The results show that for four years in a row, more than three-quarters of

the US public said that they favoured the use of nuclear energy.

• European Union

o Leaders from across the European nuclear industry published a manifesto outlining their priorities for

the new European Commission. Nuclear energy, they note, plays a crucial role in providing the EU

with secure and affordable energy.

4 BERKELEY ENERGIA LIMITED

DIRECTORS’ REPORT

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(Continued)

OPERATING AND FINANCIAL REVIEW (Continued)

Summary and Highlights during and subsequent to the year end (Continued)

• Sweden

o Swedish utility, Vattenfall, announced that the company has decided to pursue operating lifetime

extensions for the Forsmark and Ringhals reactors, which would allow the units to operate for 80 years

as compared to the current 60 years. Vattenfall intends to invest an estimated US$4-5 billion to replace

or renovate systems and components.

• Italy

o The Italian Energy Minister voiced the government’s support to investigate the reintroduction of

nuclear power, especially small modular reactors (SMRs), in the country. He cited the need to meet

net zero targets by 2050, as well as energy independence. Previously, Italy operated four reactors but

the program was shut down following the Chernobyl accident in 1986.

o Under Italy's new energy and climate plan, nuclear power will account for 10-11% of the electricity

mix, the Environment and Energy Security Minister told the ANSA news agency. He said the

government was finalising the plan and would submit it to the EU by the end of the month. The plan

covers the period up to 2030.

• Estonia

o Estonian parliament passed a resolution supporting the adoption of nuclear energy in the country,

paving the way for the creation of the necessary legal and regulatory framework.

• Norway

o The Norwegian government appointed a committee to conduct a broad review and assessment of

various aspects of a possible future establishment of nuclear power in the country. It must deliver its

report by 1 April 2026.

• Georgia

o Georgia Power announced the commercial operation of the Vogtle-4 reactor, following the completion

of the Vogtle-3 reactor in July 2023. Vogtle Units 1 & 2 have been in operation since 1987 and 1989

respectively and are currently licensed to operate for 60 years.

• Canada

o The Canadian government has announced the release of Building Canada's Clean Future, an action

plan to modernise federal assessment and permitting processes to help speed up projects to help

fight climate change, create and support jobs, and grow the Canadian economy. The plan includes,

amongst other things, setting an assessment and permitting target of three years for nuclear projects.

• Balance Sheet

The Company is in a strong financial position with A$77 million in cash reserves and no debt.

Operations

Salamanca Project Update

During the year, the Company continued with its commitment to health, safety and the environment as a priority.

ANNUAL REPORT 2024 5

During the year, an audit of the Environmental Management System according to ISO 14001 Standards and

Sustainable Mining Management System according to UNE 22470/80 Standards of the Company's activities was

carried out. No compliance issues were identified during the audit and the final report noted that BME continues to

improve its climate change and sustainability processes.

The Company’s 2023 Sustainability Report was published during the year and can be viewed at https://wp-

berkeleyenergia-2020.s3.eu-west-2.amazonaws.com/media/2024/06/Sustainable-P-Report-v10r.pdf.

The Company is now working towards setting its sustainability goals for the 2024 report.

Solar Power System Study

As previously reported, Berkeley initiated a study evaluating the design, permitting, construction and operation of a

solar power system at the Project. This study has been finalised, a formal application submitted to the relevant

authorities in Salamanca, and the permitting process continued during the year.

The decision to pursue a solar power system is in line with Berkeley’s ongoing commitment to environmental

sustainability and to continue to have a positive impact on the people, environment and society surrounding the

mine.

Exploration

During the year, the Company continued with its initial exploration program focusing on battery and critical metals

in Spain. The exploration initiative is targeting lithium, cobalt, tin, tungsten, rare earths, and other battery and critical

metals, within the Company’s existing tenements in western Spain that do not form part of Berkeley’s main

undertaking being the development of the Salamanca Project. Further analysis of the mineral and metal endowment

across the entire mineral rich province and other prospective regions in Spain is also being undertaken, with a view

to identifying additional targets and regional consolidation opportunities.

Investigation Permit Conchas

The Investigation Permit (“IP”) Conchas is located in the very western part of the Salamanca province, close to the

Portuguese border (Figure 2). The tenement covers an area of ~31km

in the western part of the Ciudad Rodrigo

Basin and is largely covered by Cenozoic aged sediments. Only the north-western part of the tenement is uncovered

and dominated by the Guarda Batholith intrusion. The tenement hosts a number of sites where small-scale historical

tin and tungsten mining was undertaken. In addition, several mineral occurrences (tin, tungsten, titanium, lithium)

have been identified during historical mapping and stream sediment sampling programs.

Billiton PLC undertook exploration on the IP Conchas between 1981 and 1983, with a focus on tin and tantalum

(lithium was not taken into account). Billiton’s work programs comprised regional and detailed geological mapping,

geochemistry, trenching and limited drilling.

Soil sampling programs completed by Berkeley in the northern and central portions of the tenement during 2021

(200m by 200m) and 2022 (100m by 100m) defined a tin-lithium anomaly covering approximately 1.1km by 0.7km

which correlated with a mapped aplo-pegmatitic leucogranite.

Based on the results of the soil sampling programs and information gleaned from a review of the available historical

data, a small initial drilling program was implemented in 2022 to test the tin-lithium anomaly. The drill program

comprised five broad spaced reverse circulation (RC) holes for a total of 282m. Anomalous results for lithium (Li),

tin (Sn), rubidium (Rb), caesium (Cs), niobium (Nb) and tantalum (Ta) obtained from multi-element analysis of drill

samples were reported in the March 2023 quarter, demonstrating IP Conchas’ exploration potential for several

critical and strategic raw materials included in the European Commission’s Critical Raw Materials Act.

The occurrence of these six elements is observed to be largely associated with a sub-horizontal muscovitic

leucogranite unit that locally outcrops at surface. The muscovitic leucogranite has a mapped extent of approximately

2km (in a NE-SW orientation) by 0.4km (in a NW-SE orientation) (Figure 1) and varies in thickness from 7m to over

70m in the drill holes (Figure 3).

A number of mineralogical studies have subsequently been undertaken to determine the mineral species present

and understand their characteristics and properties. Results of these studies indicate the mineralised muscovitic

leucogranite is composed mainly of plagioclase (average content of 55%) and quartz (average content of 25%),

with potassium feldspar, muscovite mica, and Li-mica making up remainder of the rock. The samples have an

average Li-mica content of 3%.

The Company has recently commenced a second drilling campaign at IP Conchas focused on improving confidence

in the geology, continuity, and grade distribution of the zone of multi-element mineralisation.

The campaign comprises 32 RC holes for 1,870m drilled on a 100m-by-100m grid, with depths ranging from 30m

to a maximum of 130m. In addition, four PQ diamond core holes for 500m will be drilled to collect samples for

metallurgical test work purposes. The drilling campaign IP Conchas has now commenced.

OPERATING AND FINANCIAL REVIEW (Continued)

Operations (Continued)

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6 BERKELEY ENERGIA LIMITED

DIRECTORS’ REPORT

30 JUNE 2024

(Continued)

Figure 2: IP Conchas Location Plans and Geology / 2022 Drill Hole Locations

Figure 3: IP Conchas Cross Section A-A1

Oliva and La Majada Projects

These projects comprise three tenements within two project areas in Spain which are considered prospective for

tungsten, cobalt, antimony, and other metals.

The Company has designed exploration programs for both projects, communicated with the relevant authorities

and commenced any required studies e.g. a birdlife study at the La Majada Project, to progress the pending grant

of the IPs for two of the tenements.

ANNUAL REPORT 2024 7

Results of Operations

The Consolidated Entity’s net loss after tax for the year ended 30 June 2024 was $3,261,000 (2023: $1,373,000).

Significant items contributing to the year end loss and substantial differences from the previous year include the

following:

(i) Interest income of $3,546,000 (2023: $1,054,000), which is largely attributable to the increase in interest

rates from 3.0% to 4.6% on the US$50 million held in cash by the Company;

(ii) Exploration and evaluation expenses of $3,825,000 (2023: $3,373,000), 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 and until a decision to develop or mine is made;

(iii) Business development expenses of $243,000 (2023: $252,000) which includes the Group’s investor

relations activities including but not limited to public relations costs, marketing and digital marketing, broker

fees, business development consultant fees and stock exchange admission fees;

(iv) Arbitration related expenses of $925,000 (2023: nil) relating to the arbitration proceedings against Spain;

(v) Non-cash share-based payment expense of $877,000 (2023: 409,000) was recognised in respect of

incentive securities granted to directors, employees and key consultants. The Company’s policy is to

expense the incentive securities over the vesting period. During the year the Company issued 1,900,000

(2023: 7,700,000) incentive options (“Incentive Options”) which relates to the current period expense;

(vi) Fair value movement gain of $251,000 (2023: $429,000) on unlisted options that expired during the period.

During the period, 25,221,562 (2023: 10,088,625) unlisted options expired;

(vii) Foreign exchange loss of $63,000 (2023: gain of $2,966,000) largely attributable on the US$50 million held

in cash by the Group following the weakening of the AUD against the USD during the period; and

(viii) One off expense of nil (2023: $405,000) for the publication of a prospectus in October 2022 for the admission

of 186,814,815 fully paid ordinary shares to the London and Spanish stock exchanges.

Financial Position

At 30 June 2024, the Group is in an extremely strong financial position with cash reserves of $77,345,000 (2023:

$78,776,000). The Company had cash outflows during the year totalling $1,497,000, which was offset by foreign

exchange gain of $66,000.

The Group had net assets of $84,904,000 at 30 June 2024 (2023: $87,316,000), a decrease of 2.8% compared

with 30 June 2023. The decrease is consistent with the decrease in cash which has been offset by the decrease in

total liabilities.

Business Strategies and Prospects for Future Financial Years

Berkeley’s strategic objective is to create long-term shareholder value with the Company's primary focus continuing

to be on progressing the approvals required to commence construction of the Salamanca mine and bring it into

production.

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

• Continue in the defence of the Company’s rights through an established and enforceable legal framework,

ICSID, in relation to the international arbitration for the investment dispute between BEL and Spain following

Spain’s actions against BME and the Salamanca Project that have violated multiple provisions of the ECT for

the to the Salamanca Project;

• Continue to assess other business development and investment opportunities at the Salamanca Project; and

• Continue to assess other business and development opportunities in the resources sector.

8 BERKELEY ENERGIA LIMITED

DIRECTORS’ REPORT

30 JUNE 2024

(Continued)

OPERATING AND FINANCIAL REVIEW (Continued)

Business Strategies and Prospects for Future Financial Years (Continued)

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 but are not limited to the

following:

• Litigation risk – All industries, including the mining industry, are subject to legal and arbitration claims.

Specifically, in May 2024, the Company’s wholly owned subsidiary, BEL filed a Request for Arbitration

(“Request”) for its investments in Spain through its Spanish subsidiary, BME, initiating arbitration proceedings

against Spain before ICSID.

As part of its Request, BEL alleges that Spain’s actions against BME and the Salamanca Project have violated

multiple provisions of the ECT and that BEL is seeking preliminary compensation in the order of US$1 billion

for these violations.

In November 2022, BEL submitted a written notification of an investment dispute to the Prime Minister of Spain

and the MITECO informing them of the nature of the dispute and the ECT breaches, and that it proposed to

seek prompt negotiations for an amicable solution pursuant to article 26.1 of the ECT. The Spanish

government has not engaged in any discussions related to the dispute to date, and BEL filed its Request in

order to enforce its rights at the Salamanca Project through international arbitration.

Notwithstanding the investment dispute, BEL remains committed to the Salamanca Project and continues to

be open to a constructive dialogue with Spain. BEL is ready to collaborate with the relevant Spanish authorities

to find an amicable resolution to the permitting situation and remains hopeful discussions can take place in

the near term.

The Group will strongly defend its position and continue to take relevant actions to pursue its legal rights

regarding the Salamanca Project. However, there is no certainty that the arbitration proceedings will be

successful which may have a material impact on the Company’s securities.

• Mining licences and government approvals required – In 2021, received formal notification from MITECO that

it had rejected the NSC II application at the Salamanca Project. This decision followed the unfavourable NSC

II report issued by the NSC in July 2021.

Berkeley strongly refutes the NSC's assessment and, in the Company's opinion, the NSC has adopted an

arbitrary decision with the technical issues used as justification to issue the unfavourable report lacking in both

technical and legal support.

Berkeley submitted documentation, including an 'Improvement Report' to supplement the Company's initial

NSC II application, along with the corresponding arguments that address all the issues raised by the NSC,

and a request for its reassessment by the NSC, to MITECO in July 2021.

Further documentation was submitted to MITECO in August 2021, in which the Company, with strongly

supported arguments, dismantled all of the technical issues used by the NSC as justification to issue the

unfavourable report. The Company again restated that the project is compliant with all requirements for NSC

II to be awarded and requested its NSC II Application be reassessed by the NSC.

In addition, the Company requested from MITECO access to the files associated with the Authorisation for

Construction and Authorisation for Dismantling and Closure for the radioactive facilities at La Haba (Badajoz)

and Saelices El Chico (Salamanca), which are owned by ENUSA Industrias Avandas S.A., in order to verify

and contrast the conditions approved by the competent administrative and regulatory bodies for other similar

uranium projects in Spain.

Based on a detailed comparison of the different licensing files undertaken by the Company following receipt

of these files, it is clear that Berkeley, in its NSC II submission, has been required to provide information that

does not correspond to: (i) the regulatory framework, (ii) the scope of the current procedural stage (i.e., at the

NSC II stage), and/or (iii) the criteria applied in other licensing processes for similar radioactive facilities.

Accordingly, the Company considers that the NSC has acted in a discriminatory and arbitrary manner when

assessing the NSC II application for the Salamanca Project.

In Berkeley's strong opinion, MITECO has rejected the Company's NSC II Application without following the

legally established procedure, as the Improvement Report has not been taken into account and sent to the

NSC for its assessment, as requested on multiple occasions by the Company.

ANNUAL REPORT 2024 9

In this regard, the Company believes that MITECO have infringed regulations on administrative procedures in Spain

but also under protection afforded to Berkeley under the ECT, which would imply that the decision on the rejection

of the Company’s NSC II Application is not legal.

In April 2023, the Company’s wholly owned Spanish subsidiary, BME submitted a contentious-administrative appeal

before the Spanish National Court in an attempt to overturn the MITECO decision denying NSC II.

Whilst the Company’s focus is on resolving the current permitting situation, and ultimately advancing the Salamanca

Project towards production, the Company and BME will continue to strongly defend its position and take all

necessary actions to preserve its rights.

Initiation of the contentious-administrative appeal was necessary to preserve BME’s rights however, the Company

reiterates that it is prepared to collaborate with the relevant authorities and remains hopeful that the permitting

situation can be resolved amicably.

Further, Berkeley received formal notifications from the TSJ in December 2023 which upheld the appeals submitted

by a non-governmental organisation, Plataforma Stop Uranio, and the city council of Villavieja de Yeltes (the

appellants) to revoke the first instance judgements related to the Authorization of AEUL and the UL, and annules

both the AEUL and UL.

The AEUL and the UL were granted to the Company in July 2017 and August 2020 by the Regional Commission

of Environment and Urbanism, and the Municipality of Retortillo respectively.

The appellants subsequently filed administrative appeals against the AEUL and the UL at the first instance courts

in Salamanca. The administrative appeals against the AEUL and UL were dismissed in September 2022 and

January 2023 respectively.

One of the appellants subsequently lodged appeals before the TSJ, with the TSJ delivering judgements in

December 2023 to revoke the first instance judgements and declare the AEUL and the UL null.

The Company strongly disagrees with the fundamentals of the TSJ’s judgement and having previously submitted

cassation against the TSJ judgements before the Supreme Court under Spanish law to defend its position. BME

has withdrawn the appeals to preserve the Group’s rights under international arbitration.

Further, various appeals and adverse judgements have also been made against other permits and approvals (such

as the waste water discharge permit) the Company had previously received for the Salamanca Project, as allowed

for under Spanish law. The Company expects that further appeals will be made against these and any future permits

and approvals.

However, the successful development of the Salamanca mine will be dependent on the granting, or re-granting of

all permits and licences necessary for the construction and production phases, in particular the grant of NSC II, UL

and AEUL which will allow for the construction of the plant as a radioactive facility.

However, 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.

If the required permits and licences are not granted, or are granted, appealed against and withdrawn (as in the case

of the UL, AEUL and surface water capture and waste water discharge permits), then this could have a material

adverse effect on the Group’s financial performance, which has led to a reduction in the carrying value of assets

which may materially jeopardise the viability of the Salamanca Project and the price of its ordinary shares.

The Company may not successfully acquire new projects – In conjunction with seeking to overturn the negative

MITECO through international arbitration, the Company is also searching for and assessing other new business

opportunities at the Salamanca Project, as well as new business opportunities in the resources sector which could

have the potential to build shareholder value. These new business opportunities may take the form of direct project

acquisitions, joint ventures, farm-ins, acquisition of tenements/permits, or direct equity participation.

The Company’s success in its acquisition activities depends on its ability to identify suitable projects, acquire them

on acceptable terms, and integrate the projects successfully, which the Company’s Board is experienced in doing.

However, there can be no guarantee that any proposed acquisition will be completed or be successful and the

Directors are not able to assess the likelihood or timing of a successful acquisition. If a proposed acquisition is

completed the usual risks associated with a new project and/or business activities will remain. Further, any new

acquisition may require the establishment of a new business. The Company’s ability to generate revenue from a

new business will depend on the Company being successful in exploring, identifying mineral resources and

establishing mining operations in relation to a new project. Whilst the Directors have extensive industry experience,

there is no guarantee that the Company will be successful in exploring and developing a new project;

10 BERKELEY ENERGIA LIMITED

DIRECTORS’ REPORT

30 JUNE 2024

(Continued)

OPERATING AND FINANCIAL REVIEW (Continued)

Business Strategies and Prospects for Future Financial Years (Continued)

• The Company’s activities are subject to Government regulations and approvals – The Company’s exploration

and any future mining activities are dependent upon the maintenance and renewal from time to time of the

appropriate title interests, licences, concessions, leases, claims, permits, environmental decisions, planning

consents and other regulatory consents which may be withdrawn or made subject to new limitations. The

maintaining or obtaining of renewals or attainment and grant of title interests often depends on the Company

being successful in obtaining and maintaining required statutory approvals for its proposed activities. The

mining licence for the Salamanca Project was granted in April 2014 and is valid until April 2044 (and renewable

for two further periods of 30 years each). Given the current permitting situation at the Salamanca Project, the

Company applied for, and has been granted a temporary suspension of activity work at the Retortillo mining

licence by the regional mining authorities, whilst the NSC II related and abovementioned appeals processes

are ongoing.

The Company closely monitors the status of its mining and exploration permits and licences and works closely

with the relevant government departments in Spain (as discussed above) to ensure the various licences are

maintained and renewed when required. However, there is no assurance that such title interests, licenses,

concessions, leases, claims, permits, decisions or consents will not be revoked, significantly altered or not

renewed to the detriment of the Company or that the renewals and new applications will be successful.

If such title interests, licences, concessions, leases, claims, permits, environmental decisions, planning

consents and other regulatory consents are not maintained or renewed then this could have a material adverse

effect on the Company’s financial performance and the price of its Ordinary Shares.

There can also be no assurances that the Company’s interests in its properties and licences are free from

defects. The Company has investigated its rights and believes that these rights are in good standing. There is

no assurance, however, that such rights and title interests will not be revoked or significantly altered to the

detriment of the Company.

In April 2021, the parliament in Spain (the “Spanish Parliament”) approved an amendment to the draft climate

change and energy transition bill relating to the investigation and exploitation of radioactive minerals (e.g.

uranium). The Spanish Parliament reviewed and approved the amendment to Article 10 under which: (i) new

applications for exploration, investigation and direct exploitation concessions for radioactive materials, and

their extensions, would not be accepted following the entry into force of this law; and (ii) existing concessions,

and open proceedings and applications related to these, would continue as per normal based on the previous

legislation. The new law was published in the Official Spanish State Gazette and came into effect in May 2021.

The Company currently holds legal, valid and consolidated rights for the investigation and exploitation of its

mining projects, including the 30-year mining licence (renewable for two further periods of 30 years) for the

Salamanca Project, however any new proceedings opened by the Company is now not allowed under the

aforementioned new law. This could create uncertainty and pose a risk on future applications, renewals or

proceedings the Company may have to make in the future at the Salamanca Project or elsewhere, which if

unfavourable could have a detrimental effect on the viability of the Salamanca Project or the Company’s pursuit

of other development opportunities.

Therefore, there can be no assurances that the Company’s rights and title interests will not be challenged or

impugned by third parties or governments in the future. To the extent that any such rights or title interests are

revoked or significantly altered to the detriment of the Company, then this could have a material adverse effect

on the Group’s financial performance and the price of its ordinary shares;

• The Company may be adversely affected by fluctuations in commodity prices – The price of uranium has

fluctuated widely since the Fukushima nuclear power plant disaster in March 2011 and is affected by further

numerous factors beyond the control of the Company. Future production, if any, from the Salamanca 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 Salamanca Project advances, this policy will be reviewed periodically;

• The Group’s projects are not yet in production – As a result of the substantial expenditures involved in mine

development projects, mine developments are prone to material cost overruns versus budget. The capital

expenditures and time required to develop new mines are considerable and changes in cost or construction

schedules can significantly increase both the time and capital required to build the mine; 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.

ANNUAL REPORT 2024 11

DIRECTORS

The names of Directors in office at any time during the financial year or since the end of the financial year are:

Directors

Mr Ian Middlemas Chairman

Mr Robert Behets Non-Executive Director (Acting Managing Director)

Mr Adam Parker Non-Executive Director

Mr Francisco Bellón Executive Director

(resigned 26 April 2024, continued as Chief Operations Officer (“COO”))

Unless otherwise disclosed, Directors held their office from 1 July 2023 until the date of this report.

CURRENT DIRECTORS AND OFFICERS

Ian Middlemas

Chairman

Qualifications – B.Com, CA

Mr Middlemas is a Chartered Accountant who also 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 NGX Limited (April 2021

– present), Constellation Resources Limited (November 2017 – present), Apollo Minerals Limited (July 2016 –

present), GCX Metals Limited (October 2013 – present), GreenX Metals Limited (August 2011 – present), Salt Lake

Potash Limited (Receivers and Managers Appointed) (January 2010 – present), Equatorial Resources Limited

(November 2009 – present), Sovereign Metals Limited (July 2006 – present), Odyssey Gold Limited (September

2005 – present) and Peregrine Gold Limited (September 2020 – February 2022).

Robert Behets

Acting Managing Director, Non-Executive Director

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

Mr Behets is a geologist with over 30 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 Odyssey Gold Limited (August 2020 – present), Constellation

Resources Limited (June 2017 – present), Apollo Minerals Limited (October 2016 – present) and Equatorial

Resources Limited (February 2016 – present).

Adam Parker

Non-Executive Director

Qualifications – MA.Chem (Hons), ASIP

Mr Parker joined the Company after a long and successful career in institutional fund management in the City of

London spanning almost three decades, including being a co-founder of Majedie Asset Management. Mr Parker

began his career in 1987 at Mercury Asset Management (subsequently acquired by Merrill Lynch and now part of

BlackRock) and left in 2002 when he co-founded Majedie Asset Management.

Mr Parker was instrumental in building Majedie Asset Management into the successful investment boutique that it

is today. He managed funds including the Majedie UK Opportunities Fund, the Majedie UK Smaller Companies

Fund and a quarter of the Majedie UK Focus Fund. He left Majedie in 2015 and Majedie Asset Management has

since been acquired by Liontrust Asset Management in 2022.

Mr Parker was appointed a Director of Berkeley Energia Limited on 14 June 2017. Mr Parker has not been a Director

of another listed company in the three years prior to the end of the financial year.

12 BERKELEY ENERGIA LIMITED

DIRECTORS’ REPORT

30 JUNE 2024

(Continued)

CURRENT DIRECTORS AND OFFICERS (Continued)

Francisco Bellón del Rosal (Francisco Bellón)

Chief Operations Officer

Qualifications – M.Sc, MAusIMM

Mr Bellón is a Mining Engineer with more than 25 years of experience in the resources sector, including

specialisation in mineral processing. During his career, Mr Bellón has participated in the construction,

commissioning and operation of four mines in Spain, two in South America and two in West Africa, working at an

executive level for Toronto, New York or Madrid Stock Exchange listed companies, such as Rio Narcea Gold Mines,

Lundin Mining, ENDESA and Duro Felguera.

Mr Bellón who is based in Salamanca, joined Berkeley in 2011 as General Manager of Operations, and was

subsequently promoted to Chief Operating Officer in 2017. During this period, Mr Bellón has been responsible for

the Company’s day-to-day operations in Spain, and has overseen the development of the Salamanca Project from

the Scoping Study stage through to the completion of the Definitive Feasibility Study and Front End Engineering

Design. He has also been a Director of the Company’s Spanish subsidiaries since 2011.

Mr Bellón has a Masters Degrees in Mining Engineering and Occupational Health and Safety, Investor Relations

Certification from the Madrid Stock Exchange, and is Member of the Australasian Institute of Mining and Metallurgy

(“AusIMM”).

Dylan Browne

Chief Financial Officer (“CFO”) and Company Secretary

Qualifications – B.Com, CA, AGIA ACG

Mr Browne is a Chartered Accountant and Associate Member of the Governance Institute of Australia (Chartered

Secretary) who is currently Company Secretary for a number of ASX and European listed companies that operate

in the resources sector. He commenced his career at a large international accounting firm and has since been

involved with a number of exploration and development companies operating in the resources sector, based in

London and Perth, including Sovereign Metals Limited, Apollo Minerals Limited, GreenX Metals Limited and Papillon

Resources Limited. Mr Browne successfully listed GreenX on the Main Board of the London Stock Exchange and

the Warsaw Stock Exchange in 2015 and oversaw Berkeley’s listings on the Main Board London Stock Exchange

and the Spanish Stock Exchanges. Mr Browne was appointed Company Secretary of the Company on 29 October

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 2024 (2023:

nil).

EARNINGS PER SHARE

2024

Cents

2023

Cents

Basic and diluted loss per share (0.73) (0.31)

SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS

On 28 May 2024, the Company announced BEL had filed a Request for its investments in Spain initiating arbitration

proceedings against the Spain before the ICSID. As part of its Request, BEL alleges that Spain’s actions against

BME and the Salamanca Project have violated multiple provisions of the ECT, and that BEL is seeking preliminary

compensation in the order of US$1 billion (US$1,000,000,000) for these violations.

There were no other significant changes in the state of affairs of the Consolidated Entity during the year not

otherwise disclosed in this report.

ANNUAL REPORT 2024 13

SIGNIFICANT EVENTS AFTER THE BALANCE DATE

As at the date of this report there are no matters or circumstances, which have arisen since 30 June 2024 that have

significantly affected or may significantly affect:

• the operations, in financial years subsequent to 30 June 2024, of the Consolidated Entity;

• the results of those operations, in financial years subsequent to 30 June 2024, of the Consolidated Entity; or

• the state of affairs, in financial years subsequent to 30 June 2024, 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 22470-40 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 completion of audits established by the regulations, with the most recent renewal audit successfully

completed in July 2021.

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)

Ian Middlemas 12,100,000 -

Robert Behets 2,490,000 2,000,000

Adam Parker 300,000 -

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 one Ordinary Share in the capital of the Company.

CONVERTIBLE SECURITIES

At the date of this report the following unlisted securities have been issued over unissued Ordinary Shares of the

Company:

• 2,000,000 Incentive Options exercisable at $0.40 each on or before 31 December 2025; and

• 7,600,000 Incentive Options exercisable at $0.65 each on or before 30 June 2026 (vesting upon the award

of the Construction Authorisation (NSC II) by MITECO at the Salamanca Project).

These securities 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 2024, no Ordinary Shares were issued as a result of the exercise of

Options. 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 Options.

14 BERKELEY ENERGIA LIMITED

DIRECTORS’ REPORT

30 JUNE 2024

(Continued)

MEETINGS OF DIRECTORS

The following table sets out the number of meetings of the Company's Directors and the board committees held

during the year ended 30 June 2024, and the number of meetings attended by each director.

The Board as a whole currently performs the functions of an Audit Committee and Risk Committee, however this

will be reviewed should the size and nature of the Company’s activities change.

Board Meetings Remuneration and Nomination

Committee

(i)

Current Directors

Number Eligible

to Attend

Number

Attended

Number Eligible

to Attend

Number

Attended

Ian Middlemas 3 3 - -

Robert Behets 3 3 - -

Francisco Bellón

(ii)

2 2 - -

Adam Parker 3 2 - -

Notes:

(i) Remuneration and Nomination Committee meetings are generally considered and approved by means of written

resolutions of committee members.

(ii) Mr Bellon resigned as a Director on 26 April 2024.

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 Robert Behets Non-Executive Director (Acting Managing Director)

Mr Adam Parker Non-Executive Director

Mr Francisco Bellón Executive Director (resigned 26 April 2024, continued to be KMP as COO)

Other KMP

Mr Dylan Browne CFO and Company Secretary

There were no other KMP of the Company or the Group. Unless otherwise disclosed, the KMP held their position

from 1 July 2023 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 KMP:

the Group is currently focused on undertaking development and construction activities;

• 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 and Nomination Committee

The Board has established an independent Remuneration and Nomination Committee (“Remcom”) to oversee the

Group’s remuneration and nomination responsibilities and governance. The remuneration committee members

currently consist of two directors being Mr Parker (as Chair) and Mr Behets.

The Remcom’s role is to determine the remuneration of the Company’s executives, oversee the remuneration of

KMP, and approve awards under the Company's long-term equity incentive plan (“Plan”).

ANNUAL REPORT 2024 15

The Remcom reviews the performance of executives and KMP and sets the scale and structure of their

remuneration and the basis of their service/consulting agreements. In doing so, the Remcom will have due regard

to the interests of shareholders.

In determining the remuneration of executives and KMP, the Remcom seeks to enable the Company to attract and

retain executives of the highest calibre. In addition, the Remcom decides whether to grant incentives securities in

the Company and, if these are to be granted, who the recipients should be.

Remuneration Policy for Executives

The Group's remuneration policy is to provide a fixed remuneration component and a performance based

component (Incentive Options, Performance Rights and cash bonuses, 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 will be reviewed annually by the Remcom. 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 may be entitled to an annual cash bonus upon if various key performance indicators (“KPI’s”), as set

by the Board are achieved. Having regard to the current size, nature and opportunities of the Company, the Board

may determine that these KPI’s will include measures such as, for example, successful completion of exploration

activities (e.g. completion of exploration programmes within budgeted timeframes and costs), development activities

(e.g. completion of feasibility studies and initial infrastructure), 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 KPI’s, the Board determines the amount, if any, of the

annual cash bonus to be paid to each KMP. Given the current status of the Salamanca Project, no bonus (2023:

nil) was paid, or is payable to KMP during the financial year.

Performance Based Remuneration – Long Term Incentive

The Group has adopted a Plan comprising the grant of Incentive Options and/or Performance Rights to reward

KMP and key employees and contractors for long-term performance of the Company. Shareholders approved to

renew the Plan in November 2022.

To achieve its corporate objectives, the Group needs to attract, incentivise, and retain its key employees and

contractors. The Board believes that grants of Performance Rights and/or Incentive Options to KMP will provide a

useful tool to underpin the Group's employment and engagement strategy.

(i) Incentive Options

The Group has a Plan that provides for the issuance of Incentive Options as part of KMP and key employees and

contractors remuneration and incentive arrangements in order to attract, retain and to provide an incentive linked

to the performance of the Company.

The Board’s policy is to grant Incentive Options to KMP with exercise prices at or above market share price (at the

time of agreement). As such, Incentive Options granted to KMP are generally only of benefit if the KMP perform to

the level whereby the value of the Group increases sufficiently to warrant exercising the Unlisted Options granted.

During the current period, the Company issued 1,900,000 Incentive Options exercisable at $0.65 each on or before

30 June 2026

(vesting upon the award of the Construction Authorisation (NSC II) by MITECO at the Salamanca

Project) to key employees. This performance condition must be satisfied in order for the Incentive Options to vest.

Upon vesting, the holder of Incentive Option will have the ability to exercise the Incentive Option prior to their

expiry. If the performance condition is not achieved by the expiry date then the Incentive Options will lapse. The

Incentive Options automatically vest if there is a change of control event.

3,700,000 Incentive Options exercisable at $0.40 each previously granted to KMP and key employees expired on

31 December 2023.

The Company prohibits executives entering into arrangements to limit their exposure to Incentive Options granted

as part of their remuneration package.

16 BERKELEY ENERGIA LIMITED

DIRECTORS’ REPORT

30 JUNE 2024

(Continued)

REMUNERATION REPORT (AUDITED) (Continued)

Remuneration Policy for Executives (Continued)

(ii) Performance Rights

The Plan also enables the Group to issue unlisted 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.

The Plan enables the Group to: (a) recruit, incentivise and retain KMP and other key employees and contractors

needed to achieve the Group's business objectives; (b) link the reward of key staff with the achievement of strategic

goals and the long-term performance of the Group; (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 Group

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.

During the financial year, no Performance Rights were granted, converted or lapsed.

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.

The maximum aggregate amount of fees that can be paid to Non-Executive Directors is subject to approval by

shareholders at a General Meeting. The maximum aggregate amount that may be paid to Non-Executive Directors

in a financial year is $350,000, as approved by shareholders at a Meeting of Shareholders held on 6 May 2009.

Director’s fees paid to Non-Executive Directors accrue on a daily basis. Fees for Non-Executive Directors are not

directly 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. Given the size, nature and opportunities of

the Company, Non-Executive Directors may receive Incentive Options or Performance Rights in order to secure

and retain their services.

Fees for the Chairman were set at $50,000 per annum (2023: $50,000) (including post-employment benefits).

Fees for Non-Executive Directors’ were set at $45,000 per annum (2023: $45,000) (including post-employment

benefits). These fees cover main board activities only. Non-Executive Directors may receive additional

remuneration for other services provided to the Company, including but not limited to, membership of committees.

During the 2024 financial year, no Incentive Options were granted to Non-Executive Directors.

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 KPIs 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.

ANNUAL REPORT 2024 17

Relationship between Remuneration of KMP and Earnings

As discussed above, the Group is currently undertaking exploration 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 11.0% (2023:

10.5%) 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

Non-Cash

Percentage

2024

Salary &

Fees

Cash

Incentive

Other

Non-

Cash

Benefits

(4)

Post

Employ-

ment

Benefits

Share-

Based

Payments

(6)

Total

of Total

Remunerat-

ion that

Consists of

Options

Percent-

age

Perform-

ance

Directors

Ian Middlemas 45,000 - - 4,950 - 49,950 - -

Robert Behets

(1)

254,400 - - 4,950 281,625 540,975 52.1 52.1

Francisco Bellón

(2)

369,669 - 66,863 29,141 352,031 817,704 43.1 43.1

Adam Parker

60,000

3,360

63,360

Other KMP

Dylan Browne

(3)

- - - - 95,195 95,195 100.0 100.0

Total 729,069 - 66,863 42,401 728,851 1,567,184

Notes:

(1)

Mr Behets has a services agreement with the Company, which provides for a consultancy fee at the rate of $1,200 per day

for management and technical services provided by Mr Behets.

(2)

Mr Bellón resigned as an Executive Director of the Company on 26 April 2024. Mr Bellón has been the Company’s Chief

Operations Officer since 2017.

(3)

Mr Browne provided services as the Company Secretary through a services agreement with Apollo Group Pty Ltd (“Apollo

Group”). Mr Browne is an employee of Apollo Group. During the year, Apollo Group was paid or is payable $372,000 for the

provision of serviced office facilities and administrative, accounting, company secretarial and transaction services to the

Group.

(4)

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

(5)

Contains statutory superannuation and social security.

(6)

Share-based payments are measured for by using a Black-Scholes option pricing valuation method and are expensed over

the vesting period of the Incentive Options on issue.

18 BERKELEY ENERGIA LIMITED

DIRECTORS’ REPORT

30 JUNE 2024

(Continued)

REMUNERATION REPORT (AUDITED) (Continued)

KMP Remuneration (Continued)

Short-term Benefits

Non-Cash

Percentage

2023

Salary &

Fees

Cash

Incentive

Other

Non-

Cash

Benefits

(4)

Post

Employ-

ment

Benefits

Share-

Based

Payments

(6)

Total

of Total

Remunerat-

ion that

Consists of

Options

Percent-

age

Perform-

ance

Directors

Ian Middlemas 45,000 - - 4,725 - 49,725 - -

Robert Behets

(1)

264,524 - - 4,276 13,081 281,881 4.6 4.6

Francisco Bellón

(2)

347,982 - 56,169 25,476 16,351 445,978 3.7 3.7

Adam Parker

60,000

3,475

63,475

Other KMP

Dylan Browne

(3)

- - - - 4,422 4,422 100.0 100.0

Total 717,506 - 56,169 37,952 33,854 845,481

Notes:

(1)

Mr Behets has a services agreement with the Company, which provides for a consultancy fee at the rate of $1,200 per

day for management and technical services provided by Mr Behets.

(2)

Mr Bellón was appointed as an Executive Director of the Company on 1 July 2022. Mr Bellón has been the Company’s

Chief Operations Officer since 2017.

(3)

Mr Browne provided services as the Company Secretary through a services agreement with Apollo Group. Mr Browne

is an employee of Apollo Group. During the prior year, Apollo Group was paid or is payable $348,000 for the provision

of serviced office facilities and administrative, accounting, company secretarial and transaction services to the Group.

(4)

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

(5)

Contains statutory superannuation and social security.

(6)

Share-based payments are measured for by using a Black-Scholes option pricing valuation method and are expensed

over the vesting period of the Incentive Options on issue.

Incentive Options Granted to KMP

Details of the value of Incentive Options granted or lapsed for KMP of the Group during the year ended 30 June

2024 are as follows:

2024

No. of options

granted

No. of options

vested

No. of options

lapsed

Value of

options lapsed

Value of

options

granted

Directors

Robert Behets - - (1,000,000) (55,246) -

Francisco Bellón

(2)

- - (1,000,000) (55,246) -

KMP

Dylan Browne - - (350,000) (16,574) -

Note:

(1)

Values determined at the grant date per AASB 2. For details on the valuation of Incentive Options, including models and

assumptions used, please refer to Note 18 of the financial statements.

(2)

Resigned as Executive Director on 26 April 2024. Mr Bellón continues in his role as Chief Operations Officer.

There were no Incentive Options exercised by any KMP of the Group during the financial year.

Employment Contracts with Directors and KMP

Current Directors

Mr Ian Middlemas, 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.

ANNUAL REPORT 2024 19

Mr Robert Behets, Non-Executive Director (Acting Managing Director), has a letter of appointment dated 29 June

2015 confirming the terms and conditions of his appointment. Effective 1 July 2017, Mr Behets has received a fee

of $45,000 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 two months’ notice.

Mr Francisco Bellón, has a contract of employment dated 14 April 2011 and amended on 1 July 2011, 13 January

2015 and 16 March 2017. The contract specifies the duties and obligations to be fulfilled by the Chief Operations

Officer. The contract has a rolling term and may be terminated by the Company giving six months’ notice, or 12

months in the event of a change of control of the Company. Mr Bellón received a fixed remuneration component of

€220,000 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 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).

Mr Adam Parker, Non-Executive Director, has a letter of appointment with Berkeley dated 5 June 2017 confirming

the terms and conditions of his appointment. Effective from 28 August 2017, Mr Parker receives a fee of $45,000

per annum for his Board duties and $15,000 for chairing the Remcom.

Equity instruments held by Key Management Personnel

Incentive Option holdings of KMP

2024

Held at

1 July 2023

Granted as

Compen-

sation

Vested

securities

exercised

Expired/

Lapsed

Held at

30 June

2024

Vested and

exerciseable

at 30 June

2024

Directors

Ian Middlemas - - - - - -

Robert Behets 3,000,000 - - (1,000,000) 2,000,000 -

Francisco Bellón

(1)

3,500,000 - - (1,000,000) 2,500,000 -

Adam Parker - - - -

Other KMP

Dylan Browne 1,350,000 - - (350,000) 1,000,000 -

Notes:

(1)

Resigned as an Executive Director of the Company on 26 April 2024. Mr Bellón has been the Company’s Chief Operations

Officer since 2017.

Shareholdings of KMP

2024

Held at

1 July 2023

Granted as

Compensation

Options

exercised/Rights

converted

On market

purchase/(sale)

Held at

30 June 2024

Directors

Ian Middlemas 12,100,000 - - - 12,100,000

Robert Behets 2,490,000 - - - 2,490,000

Francisco Bellón

(1)

1,150,000 - - - 1,150,000

Adam Parker 300,000 - - - 300,000

Other KMP

Dylan Browne - - - - -

Notes:

(1)

Resigned as an Executive Director of the Company on 26 April 2024 however continued in the KMP role as COO.

End of Remuneration Report.

20 BERKELEY ENERGIA LIMITED

DIRECTORS’ REPORT

30 JUNE 2024

(Continued)

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, $63,733 (2023: $63,346) 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 2001 (“Corporations

Act”). The nature and scope of each type of non-audit service provided means the auditor independence was not

compromised.

ROUNDING

The amounts contained in the financial report have been rounded to the nearest $1,000 (where rounding is

applicable) where noted ($000) under the option available to the Company under ASIC Corporations (Rounding in

Financial/Directors’ Reports) Instrument 2016/191. The Company is an entity to which this legislative instrument

applies.

AUDITOR'S INDEPENDENCE DECLARATION

The auditor's independence declaration is on page 52 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.

For and on behalf of the Directors

ROBERT BEHETS

Director

23 August 2024

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.

ANNUAL REPORT 2024 25

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2024

1. SUMMARY OF MATERIAL ACCOUNTING POLICIES

The material accounting policies adopted in preparing the financial report of Berkeley Energia Limited (“Berkeley”

or “Company” or “Parent”) and its consolidated entities (“Consolidated Entity” or “Group”) for the year ended 30

June 2024 are stated to assist in a general understanding of the financial report.

Berkeley is a company limited by shares incorporated in Australia whose shares are publicly traded on the

Australian Securities Exchange (“ASX”), the Main Board of the London Stock Exchange (“LSE”) and the Madrid,

Barcelona, Bilboa and Valencia Stock Exchanges (together the “Spanish Stock Exchanges”).

The financial report of the Company for the year ended 30 June 2024 was authorised for issue in accordance with

a resolution of the Directors.

(a) Basis of Preparation

The financial report is a general purpose financial report, which has been prepared in accordance with Australian

Accounting Standards (“AASBs”) adopted by the Australian Accounting Standards Board (“AASB”) and the

Corporations Act 2001. The financial statements comprise the consolidated financial statements of the Group. For

the purposes of preparing the consolidated financial statements, the Company is a for-profit entity.

The financial report has been prepared on a historical cost basis, except for certain financial liabilities which have

been measured at fair value. The financial report is presented in Australian dollars.

The consolidated financial statements have been prepared on a going concern basis which assumes the continuity

of normal business activity and the realisation of assets and the settlement of liabilities in the ordinary course of

business.

(b) Statement of Compliance

The financial report complies with International Financial Reporting Standards (“IFRS”) as issued by the

International Accounting Standards Board.

In the current period, the Group has adopted all of the new and revised Accounting Standards and Interpretations

issued by the Australian Accounting Standards Board (the AASB) that are relevant to its operations and effective

for the current annual reporting period. The adoption of these new and revised Standards or Interpretations has

had an immaterial impact (if any) on the Group. Any new or amended Accounting Standards or Interpretations that

are not yet mandatory have not been early adopted.

Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet

effective have not been adopted by the Group for the annual reporting period ended 30 June 2024. Those which

may be relevant to the Group are set out in the table below, but these are not expected to have any significant

impact on the Group's financial statements as detailed below.

	Application	Application
Standard/Interpretation	date of	date for Group
	standard
AASB 2020-1 Amendments to Australian Accounting Standards – Classification of	1 January 2024	1 July 2024
Liabilities as Current or Non-Current
AASB 2021-7(a-c) Amendments to Australian Accounting Standards – Effective Date of	1 January 2025	1 July 2025
Amendments to AASB 10 and AASB 128 and Editorial Corrections
AASB 18 Presentation and Disclosure in Financial Statements	1 January 2027	1 July 2027

The consolidated financial statements incorporate the assets, liabilities and results of entities controlled by Berkeley

Energia Limited at reporting date. Control is achieved when the Company has power over the investee, is exposed,

or has rights, to variable returns from its involvement with the investee and has the ability to use its power to affect

its returns. The Company reassesses whether or not it controls an investee if facts and circumstances indicate that

there are changes to one or more of the three elements of control listed above. When the Company has less than

a majority of the voting rights of an investee, it has power over the investee when the voting rights are sufficient to

give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all

relevant facts and circumstances in assessing whether or not the Company's voting rights in an investee are

sufficient to give it power.

Where controlled entities have entered or left the group during the year, the financial performance of those entities

are included only for the period of the year that they were controlled. A list of controlled entities is contained in Note

16 to the financial statements. In preparing the consolidated financial statements, all inter-group balances and

transactions between entities in the consolidated group have been eliminated on consolidation. Accounting policies

of subsidiaries have been changed where necessary to ensure consistency with those adopted by the parent entity.

26 BERKELEY ENERGIA LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2024 (Continued)

1. SUMMARY OF MATERIAL ACCOUNTING POLICIES (Continued)

(d) Business Combinations

The acquisition method of accounting is used to account for business combinations regardless of whether equity

instruments or other assets are acquired. The cost of a business combination is measured as the fair value of the

assets given, shares issued or liabilities incurred or assumed at the date of exchange and the amount of any non-

controlling interest in the acquiree. For each business combination, the acquirer measures the non-controlling

interest in the acquiree either at fair value or at the proportionate share of the acquiree's identifiable net assets.

Acquisition-related costs are expensed as incurred.

Where equity instruments are issued in a business combination, the fair value of the instruments is their published

market price as at the date of exchange unless, in rare circumstances, it can be demonstrated that the published

price at the date of exchange is an unreliable indicator of fair value and that other evidence and valuation methods

provide a more reliable measure of fair value.

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are

measured initially at their fair values at the acquisition date, irrespective of the extent of any non-controlling interest.

The excess of the cost of the business combination over the fair value of the Group’s share of the identifiable net

assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets acquired,

the difference is recognised directly in the income statement, but only after a reassessment of the identification and

measurement of the net assets acquired.

If the business combination is achieved in stages, the acquisition date fair value of the acquirer's previously held

equity interest in the acquiree is remeasured at fair value as at the acquisition date through profit or loss.

Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted

to their present value as at the date of exchange. The discount rate used is the entity’s incremental borrowing rate,

being the rate at which a similar borrowing could be obtained from an independent financier under comparable

terms and conditions.

(e) Revenue Recognition

Interest revenue is recognised as it accrues, taking into account the effective yield on the financial asset.

(f) Foreign Currency Translation

Both the functional and presentation currency of Berkeley at 30 June 2024 was Australian Dollars.

The following table sets out the functional currency of the subsidiaries (unless dormant) of the Group:

Company Name	Functional Currency
Berkeley Exploration Limited	A$
Berkeley Minera Espana, S.L.U	Euro
Exploración De Recursos Minerales, S.L.U	Euro

Each entity in the Group determines its own functional currency and items included in the financial statements of

each entity are measured using that functional currency.

Transactions in foreign currencies are initially recorded in the functional currency at the exchange rates ruling at

the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the

rate of exchange ruling at the balance sheet date.

All exchange differences in the consolidated financial report are taken to the income statement with the exception

of exchange differences on intercompany loans which are not expected or planned to be repaid. These are taken

to other comprehensive income (“OCI”) until the disposal of the net investment, at which time they are recognised

in the income statement.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the

exchange rate as at the date of the initial transaction.

Where the functional currency of a subsidiary of Berkeley Energia Limited is not Australian Dollars the assets and

liabilities of the subsidiary at reporting date are translated into the presentation currency of Berkeley at the rate of

exchange ruling at the balance sheet date and the income statements are translated by applying the average

exchange rate for the year.

Any exchange differences arising on this retranslation are taken directly to the foreign currency translation reserve

in equity. On disposal of a foreign entity, the deferred cumulative amount recognised in equity and relating to that

particular foreign operation is recognised in the Statement of Profit or Loss and Other Comprehensive Income.

ANNUAL REPORT 2024 27

(g) Income Tax

The income tax expense for the year is the tax payable on the current period's taxable income based on the

national income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable

to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial

statements, and to unused tax losses.

Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when

the assets are recovered or liabilities are settled, based on those tax rates which are enacted or substantively

enacted for each jurisdiction. The relevant tax rates are applied to the cumulative amounts of deductible and taxable

temporary differences to measure the deferred tax asset or liability. An exception is made for certain temporary

differences arising from the initial recognition of an asset or a liability. No deferred tax asset or liability is recognised

in relation to these temporary differences if they arose on goodwill or in a transaction, other than a business

combination, that at the time of the transaction did not affect either accounting profit or taxable profit or loss.

Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and

tax bases of investments in controlled entities where the Parent Entity is able to control the timing of the reversal of

the temporary differences and it is probable that the differences will not reverse in the foreseeable future.

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable

that future taxable amounts will be available to utilise those temporary differences and losses.

The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the

extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred

income tax asset to be utilised.

Unrecognised deferred income tax assets are reassessed at each balance date and are recognised to the extent

that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly

in equity.

Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current

tax assets against tax liabilities and the deferred tax liabilities relate to the same taxable entity and the same taxation

authority.

(h) Cash and Cash Equivalents

Cash and cash equivalents’ includes cash on hand, deposits held at call with financial institutions, and other short-

term highly liquid investments that are readily convertible to known amounts of cash and which are subject to an

insignificant risk of changes in value. For the purposes of the Statement of Cash Flows, cash and cash equivalents

consist of cash and cash equivalents as defined above.

(i) Impairment of Non-Current Assets

The Group assesses at each reporting date whether there is an indication that a non-current asset may be impaired.

If any such indication exists, or when annual impairment testing for an asset is required, the Group makes an

estimate of the asset's recoverable amount. An asset's recoverable amount is the higher of its fair value less costs

to dispose and its value in use and is determined for an individual asset, unless the asset does not generate cash

inflows that are largely independent of those from other assets of groups of assets and the asset's value in use

cannot be estimated to be close to its fair value. In such cases the asset is tested for impairment as part of the

cash-generating unit to which it belongs. When the carrying amount of an asset or cash-generating unit exceeds

its recoverable amount, the asset or cash-generating unit is considered impaired and is written down to its

recoverable amount.

In assessing the value in use, the estimated future cash flows are discounted to their present value using a pre-tax

discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

Impairment losses relating to continuing operations are recognised in those expense categories consistent with the

function of the impaired asset unless the asset is carried at a revalued amount (in which case the impairment loss

is treated as a revaluation decrease).

An assessment is also made at each reporting date as to whether there is any indication that previously recognised

impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is

estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimates

used to determine the asset's recoverable amount since the last impairment loss was recognised. If that is the case

the carrying amount of the asset is increased to its recoverable amount.

28 BERKELEY ENERGIA LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2024 (Continued)

1. SUMMARY OF MATERIAL ACCOUNTING POLICIES (Continued)

(i) Impairment of Non-Current Assets (Continued)

The increased amount cannot exceed the carrying amount that would have been determined, net of depreciation,

had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in profit or loss

unless the asset is carried at a revalued amount, in which case the reversal is treated as a revaluation increase.

After such a reversal the depreciation charge is adjusted in future periods to allocate the asset's revised carrying

amount, less any residual value, on a systematic basis over its remaining useful life.

(j) Trade and Other Receivables

Trade receivables are recognised and carried at original invoice amount less any Expected Credit Loss (“ECL”).

Receivables from related parties are initially recognised at fair value and subsequently measured at amortised cost

using the effective interest method, less an allowance for expected credit losses and are interest free.

(k) Financial Assets

(i) Initial recognition and measurement

Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value through

OCI, and fair value through profit or loss.

The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow

characteristics and the Group’s business model for managing them. The Group initially measures a financial asset

at its fair value plus, in the case of a financial asset not at fair value through profit or loss, less transaction costs.

(ii) Subsequent measurement

For purposes of subsequent measurement, financial assets are classified in four categories:

• Financial assets at amortised cost (relevant to the Group);

• Financial assets at fair value through OCI with recycling of cumulative gains and losses (not relevant to the

Group);

• Financial assets designated at fair value through OCI with no recycling of cumulative gains and losses upon

• derecognition (equity instruments – not relevant to the Group); and

• Financial assets at fair value through profit or loss (relevant to the Group).

Financial assets at amortised cost (debt instruments)

The Group measures financial assets at amortised cost if both of the following conditions are met:

• The financial asset is held within a business model with the objective to hold financial assets in order to

collect contractual cash flows; and

• The contractual terms of the financial asset give rise on specified dates to cash flows that are solely

payments of principal and interest on the principal amount outstanding.

Financial assets at amortised cost are subsequently measured using the effective interest rate (“EIR”) method and

are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised,

modified or impaired.

The Group’s financial assets at amortised cost includes GST and other taxes receivables, interest receivable and

security deposits.

Impairment

The Group recognises an allowance for ECLs for all debt instruments not held at fair value through profit or loss.

ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all

the cash flows that the Group expects to receive, discounted at an approximation of the original EIR. ECLs are

recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk

since initial recognition, ECLs are provided for credit losses that result from default events that are possible within

the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase

in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life

of the exposure, irrespective of the timing of the default (a lifetime ECL).

For receivables due in less than 12 months, the Group recognises a loss allowance based on the financial asset’s

lifetime ECL at each reporting date.

ANNUAL REPORT 2024 29

Given the nature of financial assets held by the Group, it considers a financial asset to be in default when internal

or external information indicates that the Group is unlikely to receive the outstanding contractual amounts in full

before taking into account any credit enhancements held by the Group. A financial asset is written off when there

is no reasonable expectation of recovering the contractual cash flows.

At each reporting date, the Group assesses whether financial assets carried at amortised cost are credit impaired.

A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future

cash flows of the financial asset have occurred.

(l) Property, Plant and Equipment

Property, plant and equipment is stated at historical cost less accumulated depreciation and any accumulated

impairment losses. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate,

only when it is probable that future economic benefits associated with the item will flow to the Group and the cost

of the item can be measured reliably. All other repairs and maintenance are charged to the income statement during

the financial period in which they are incurred.

Property, plant and equipment is depreciated on a reducing balance or straight line basis at rates based upon the

individual assets effective useful life as follows:

	Life
Plant and equipment	2 - 13 years
Property (buildings)	50 years

The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each balance date.

An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is

greater than its estimated recoverable amount.

An item of plant and equipment is derecognised upon disposal or when no further economic benefits are expected

from its use or disposal. Gains and losses on disposals are determined by comparing the net disposal proceeds

with carrying amount of the asset. These are included in the profit or loss in the period the asset is derecognised.

(m) Trade and Other Payables

Trade payables and other payables are carried at amortised cost and represent liabilities for the goods and services

provided to the Group prior to the end of the financial year that are unpaid and arise when the Group becomes

obliged to make future payments in respect of the purchase of these goods and services. The amounts are

unsecured and are usually paid within 30 days. Payables are carried at amortised cost.

(n) Financial liabilities

(i) Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans

and borrowings or payables.

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables,

net of directly attributable transaction costs.

The Group’s financial liabilities include trade and other payables and financial instruments.

(ii) Subsequent measurement

The measurement of financial liabilities depends on their classification, as described below:

Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for trading, derivative liabilities

and financial liabilities designated upon initial recognition as at fair value through profit or loss.

Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near

term.

Gains or losses on liabilities held for trading are recognised in the statement of profit or loss.

30 BERKELEY ENERGIA LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2024 (Continued)

1. SUMMARY OF MATERIAL ACCOUNTING POLICIES (Continued)

(n) Financial liabilities (Continued)

Financial liabilities designated upon initial recognition at fair value through profit or loss are designated at the initial

date of recognition, and only if the criteria in AASB 9 are satisfied. The Group has designated the unlisted options

(and in prior years the convertible note) as a financial liability at fair value through profit or loss.

Financial liabilities at amortised cost (loans and borrowings)

After initial recognition, loans and borrowings are subsequently measured at amortised cost using the EIR method.

Gains and losses are then recognised in profit or loss when the liabilities are derecognised as well as through the

EIR amortisation process.

Amortised cost is calculated by taking into account any discount or premium on initial recognition and fees or costs

that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit or

loss.

(iii) Derecognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.

When an existing financial liability is replaced by another liability on substantially different terms, or the terms of an

existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the

original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised

in the statement of profit or loss.

(o) Employee Benefits

Liabilities for wages and salaries, including non-monetary benefits and annual leave expected to be settled within

twelve months of the reporting date are recognised in provisions in respect of employees' services up to the

reporting date, and are measured at the amounts expected to be paid when the liabilities are settled. Liabilities for

personal leave are recognised when the leave is taken and measured at the rates paid or payable. Employee

benefits payable later than 12 months have been measured using the projected unit credit valuation method.

(p) Issued Capital

Ordinary shares are classified as equity. Issued and paid up capital is recognised at the fair value of the

consideration received by the Company.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net

of tax, from the proceeds.

(q) Dividends

Provision is made for the amount of any dividend declared on or before the end of the year but not distributed at

balance date.

(r) Earnings per Share (EPS)

Basic earnings per share is calculated by dividing the profit or loss attributable to equity holders of the Company,

excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary

shares outstanding during the year, adjusted for bonus elements in ordinary shares issued during the year. Diluted

earnings per share adjusts the figures used in the determination of basic earnings per share to take into account

the after tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the

weighted average number of shares assumed to have been issued for no consideration in relation to dilutive

potential ordinary shares.

(s) Exploration and Evaluation Expenditure

Expenditure on exploration and evaluation is accounted for in accordance with the 'area of interest' method.

Exploration and evaluation expenditure encompasses expenditures incurred by the Group in connection with the

exploration for and evaluation of mineral resources before the technical feasibility and commercial viability of

extracting a mineral resource are demonstrable.

For each area of interest, expenditure incurred in the acquisition of rights to explore is capitalised, classified as

tangible or intangible, and recognised as an exploration and evaluation asset. Exploration and evaluation assets

are measured at cost at recognition and are recorded as an asset if:

(i) the rights to tenure of the area of interest are current; and

(ii) at least one of the following conditions is also met:

• the exploration and evaluation expenditures are expected to be recouped through successful

development and exploitation of the area of interest, or alternatively, by its sale; and

ANNUAL REPORT 2024 31

• exploration and evaluation activities in the area of interest have not at the reporting date reached a

stage which permits a reasonable assessment of the existence or otherwise of economically

recoverable reserves, and active and significant operations in, or in relation to, the area of interest

are continuing.

Exploration and evaluation expenditure incurred by the group subsequent to the acquisition of the rights to explore

is expensed as incurred, up to until a decision to develop or mine is made.

A provision for unsuccessful exploration and evaluation is created against each area of interest by means of a

charge to the income statement.

The recoverable amount of each area of interest is determined on a bi-annual basis and impairment recorded in

respect of that area adjusted so that the net carrying amount does not exceed the recoverable amount. For areas

of interest that are not considered to have any commercial value, or where exploration rights are no longer current,

the capitalised amounts are derecognised and any remaining balance charged against profit or loss.

When a decision is made to proceed with development, the accumulated exploration and evaluation asset will be

tested for impairment and transferred to development properties, and then amortised over the life of the reserves

associated with the area of interest once mining operations have commenced. Recoverability of the carrying amount

of the exploration and evaluation assets is dependent on successful development and commercial exploitation, or

alternatively, sale of the respective areas of interest.

Impairment

Capitalised exploration costs are reviewed each reporting date to establish whether an indication of impairment

exists. If any such indication exists, the recoverable amount of the capitalised exploration costs is estimated to

determine the extent of the impairment loss (if any).

Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised

estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the

carrying amount that would have been determined had no impairment loss been recognised for the asset in previous

years.

(t) Goods and Services Tax (“GST”)

Revenues, expenses and assets are recognised net of the amount of GST except:

• when the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in

which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item

as applicable; and

• receivables and payables are stated with the amount of GST included.

The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or

payables in the statement of financial position.

Cash flows are included in the Statement of cash flows on a gross basis and the GST component of cash flows

arising from investing and financing activities, which are recoverable from, or payable to, the taxation authority, are

classified as operating cash flows.

Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the

taxation authority.

(u) Share Based Payments

(i) Equity settled transactions:

The Group provides benefits to directors, employees, consultants and other advisors of the Group in the form of

share-based payments, whereby the directors, employees, consultants and other advisors render services in

exchange for shares or rights over shares (equity-settled transactions).

The cost of these equity-settled transactions is measured by reference to the fair value of the equity instruments at

the date at which they are granted. The fair value is determined by an external valuer using an appropriate method

(e.g. binomial model or Black-Scholes option pricing model).

In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions

linked to the price of the shares of Berkeley (market conditions) if applicable.

The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the

period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant

employees become fully entitled to the award (the vesting period).

32 BERKELEY ENERGIA LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2024 (Continued)

1. SUMMARY OF MATERIAL ACCOUNTING POLICIES (Continued)

(u) Share Based Payments (Continued)

The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects

(i) the extent to which the vesting period has expired and (ii) the Group's best estimate of the number of equity

instruments that will ultimately vest. No adjustment is made for the likelihood of market performance conditions

being met as the effect of these conditions is included in the determination of fair value at grant date. The income

statement charge or credit for a period represents the movement in cumulative expense recognised as at the

beginning and end of that period. No expense is recognised for awards that do not ultimately vest, except for awards

where vesting is only conditional upon a market condition.

If the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had

not been modified. In addition, an expense is recognised for any modification that increases the total fair value of

the share-based payment arrangement, or is otherwise beneficial to the employee, as measured at the date of

modification.

If an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense

not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled

award and designated as a replacement award on the date that it is granted, the cancelled and new award are

treated as if they were a modification of the original award, as described in the previous paragraph.

The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of

earnings per share.

(v) Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past

event, it is probable that an outflow of resources embodying economic benefits will be required to settle the

obligation and a reliable estimate can be made of the amount of the obligation. When the Group expects some or

all of a provision to be reimbursed, for example, under an insurance contract, the reimbursement is recognised as

a separate asset, but only when the reimbursement is virtually certain. The expense relating to a provision is

presented in the statement of profit or loss net of any reimbursement.

Provisions are measured at the present value of management’s best estimate of the expenditure required to settle

the present obligation at the reporting date. If the effect of the time value of money is material, provisions are

discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When

discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

(w) Significant Accounting Judgements, Estimates and Assumptions

The preparation of the financial report requires management to make judgements, estimates and assumptions that

affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses.

Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an

ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if

the revision affects only that period, or in the period of the revision and future periods if the revision affects both

current and future periods.

In particular, information about significant areas of estimation uncertainty and critical judgements in applying

accounting policies that have the most significant effect on the amount recognised in the financial statements are

described in the following notes.

Exploration and Evaluation Assets (Note 7) – the Group’s accounting policy for exploration and evaluation assets

is set out in Note 1(s). The application of this policy requires management to make certain judgements and estimates

as to future events and circumstances, in particular, the assessment of whether economic quantities of reserves

have been found and the point at which exploration and evaluation assets should be transferred to mine

development properties. The determination of an area of interest also requires judgement.

Share-Based Payments (Note 18) - The Group initially measures the cost of equity-settled transactions with

employees by reference to the fair value of the equity instrument at the date at which they are granted. Estimating

fair value for share-based payment transactions requires the determination of the most appropriate valuation model.

This estimate also requires the determination of the most appropriate inputs to the valuation model including the

expected life of the share option, volatility and dividend yield. The assumption and models used for estimating the

fair value for share-based payment transactions are disclosed in Note 18.

Functional currency of foreign operations (Note 1(f)) - determination of the functional currency of foreign subsidiaries

requires judgement regarding the primary currency of labour, material and exploration spend in that subsidiary.

36 BERKELEY ENERGIA LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2024 (Continued)

8. NON-CURRENT ASSETS – PROPERTY, PLANT AND EQUIPMENT

	Land and	Plant and
	Buildings	equipment	Total
	$000	$000	$000
Carrying amount at 1 July 2023	9,594	-	9,594
Foreign exchange differences	(150)	-	(150)
Carrying amount at 30 June 2024	9,444	-	9,444
- at cost	10,720	3,225	13,945
- accumulated depreciation, amortisation and impairment	(1,848)	(3,225)	(5,073)
Carrying amount at 1 July 2022	8,872	-	8,872
Foreign exchange differences	722	-	722
Carrying amount at 30 June 2023	9,594	-	9,594
- at cost	10,720	3,225	13,945
- accumulated depreciation, amortisation and impairment	(1,848)	(3,225)	(5,073)

	2024	2023
	$000	$000

9.	NON-CURRENT ASSETS – OTHER FINANCIAL ASSETS
Security bonds		105	107

10.	CURRENT LIABILITIES – TRADE AND OTHER
	PAYABLES
Trade creditors		1,916	1,221

All trade and other payables are current. There are no overdue amounts. Trade creditors are non-interest bearing and settled on

30-day terms. Accrued expenses are non-interest bearing and have an average term of six months.

	2024	2023
	$000	$000

11.

FINANCIAL LIABILITIES

(a)	Financial liabilities at fair value through profit and loss
Unlisted Options (1)		-	248
		-	248

	Consolidated			Consolidated
	30 June 2023			30 June 2024
	Opening	Fair Value	Foreign
	Balance	Change	Exchange Loss	Total
	$000	$000	$000	$000
(b) Reconciliation
Unlisted Options(1)	248	(251)	3	-
Total fair value	248	(251)	3	-

ANNUAL REPORT 2024 37

	Consolidated			Consolidated
	30 June 2022			30 June 2023
	Opening	Fair Value	Foreign Exchange
	Balance	Change	Loss/(Gain)	Total
	$000	$000	$000	$000
Unlisted Options	699	(429)	8	248
Total fair value	699	(429)	8	248

Note:

(1)

On 30 November 2023, the unlisted options expired.

The fair value of the unlisted options was determined using a binomial option pricing model. The fair value

movement of the unlisted options has been recognised in the Statement of Profit and Loss. Fair value

measurements are a Level 2 valuation in the fair value hierarchy. Given all unlisted options expired prior to the end

of 30 June 2024, no fair value estimations were required.

	2024	2023
	$000	$000

12.	CURRENT LIABILITIES – OTHER LIABILITIES
Provisions (1)		564	572

Note:

(1)

Reforestation provision to plant 30,000 young oak trees as part of the environmental licence at the project.

	2024	2023
	$000	$000

13.	ISSUED CAPITAL
(a)	Issued and Paid up Capital
445,797,000 (2023: 445,797,000) fully paid ordinary shares		206,404	206,404

(b) Movements in Ordinary Share Capital During the Past Two Years:

There were no movements in Ordinary Share Capital during the past two years.

(i) General

The ordinary shares (“Shares”) are ordinary shares and rank equally in all respects with all ordinary shares in the

Company.

The rights attaching to the Shares arise from a combination of the Company's Constitution, statute and general law.

Copies of the Company's Constitution are available for inspection during business hours at its registered office.

(ii) Reports and Notices

Shareholders are entitled to receive all notices, reports, accounts and other documents required to be furnished to

shareholders under the Company's Constitution, the Corporations Act and the Listing Rules.

(iii) Voting

Subject to any rights or restrictions at the time being attached to any shares or class of shares of the Company,

each member of the Company is entitled to receive notice of, attend and vote at a general meeting. Resolutions of

members will be decided by a poll.

38 BERKELEY ENERGIA LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2024 (Continued)

13. ISSUED CAPITAL (Continued)

On a poll each eligible member has one vote for each fully paid share held and a fraction of a vote for each partly

paid share determined by the amount paid up on that share.

(iv) Variation of Shares and Rights Attaching to Shares

Shares may be converted or cancelled with member approval and the Company's share capital may be reduced in

accordance with the requirements of the Corporations Act.

Class rights attaching to a particular class of shares may be varied or cancelled with the consent in writing of holders

of 75% of the shares in that class or by a special resolution of the holders of shares in that class.

(v) Unmarketable Parcels

The Company may procure the disposal of Shares where the member holds less than a marketable parcel of Shares

within the meaning of the Listing Rules (being a parcel of shares with a market value of less than $500). To invoke

this procedure, the Directors must first give notice to the relevant member holding less than a marketable parcel of

Shares, who may then elect not to have his or her Shares sold by notifying the Directors.

(vi) Changes to the Constitution

The Company's Constitution can only be amended by a special resolution passed by at least three quarters of the

members present and voting at a general meeting of the Company. At least 28 days' written notice specifying the

intention to propose the resolution as a special resolution must be given.

(vii) Listing Rules

Provided the Company remains admitted to the Official List of the Australian Securities Exchange Ltd, then despite

anything in the Constitution, no act may be done that is prohibited by the Listing Rules, and authority is given for

acts required to be done by the Listing Rules. The Company's Constitution will be deemed to comply with the Listing

Rules as amended from time to time.

14. RESERVES

		2024	2023
	Note	$000	$000
Share-based payments reserve	14(b)	1,286	613
Foreign currency translation reserve		(1,909)	(1,881)
		(623)	(1,268)

(a) Nature and Purpose of Reserves

Share-based payments reserve

The share-based payments reserve records the fair value of share-based payments made by the Company.

Foreign currency translation reserve

Exchange differences arising on translation of a foreign controlled entity are taken to the foreign currency translation

reserve, as described in Note 1(f). The reserve is recognised in profit and loss when the net investment is disposed

of.

ANNUAL REPORT 2024 39

(b) Movements in Incentive Options and Performance Rights during the Past Two Years:

		Number of Incentive
		Options
Date	Details	‘000	$000
1 Jul 23	Opening Balance	11,400	613
31 Dec 23	Expiry of vested Incentive Options	(3,700)	(204)
Various	Issue of Incentive Options	1,900	-
Jul 23 to Jun 24	Share-based payments expense	-	877
30 Jun 24	Closing Balance	9,600	1,286
1 Jul 22	Opening Balance	6,600	341
31 Dec 22	Expiry of vested Incentive Options	(2,900)	(137)
Various	Issue of Incentive Options	7,700	-
Jul 22 to Jun 23	Share-based payments expense	-	409
30 Jun 23	Closing Balance	11,400	613

Incentive Options granted as share-based payments have the following terms and conditions:

• Each Incentive Option entitles the holder to the right to subscribe for one Share upon the exercise of each

Incentive Option;

• The Incentive Options granted as share-based payments at the end of the financial year have the following

exercise prices and expiry dates:

• 2,000,000 Incentive Options exercisable at $0.40 each on or before 31 December 2025; and

• 7,600,000 Incentive Options exercisable at $0.65 each on or before 30 June 2026 (vesting upon the

award of the Construction Authorisation (NSC II) by MITECO at the Salamanca Project).

• The Incentive Options are exercisable at any time prior to the expiry date, subject to vesting conditions

being

satisfied (if applicable);

• Shares issued on exercise of the Incentive Options rank equally with the then Shares of the Company;

• Application will be made by the Company to ASX for official quotation of the Shares issued upon the exercise

of the Incentive Options;

• If there is any reconstruction of the issued share capital of the Company, the rights of the Incentive Option

holders may be varied to comply with the ASX Listing Rules which apply to the reconstruction at the time of

the reconstruction; and

• No application for quotation of the Incentive Options will be made by the Company.

40 BERKELEY ENERGIA LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2024 (Continued)

15. PARENT ENTITY INFORMATION

	2024	2023
	$000	$000
Current assets	76,477	78,546
Total assets	76,477	78,546
Current liabilities	166	529
Total liabilities	166	529
Net Assets	76,311	78,017
Issued Capital	206,404	206,404
Reserves	1,287	613
Accumulated losses	(131,380)	(129,000)
Total equity	76,311	78,017
Loss of the parent entity	(2,584)	(1,145)
Total comprehensive Loss of the parent entity	(2,584)	(1,145)

The Parent Company had no guarantees, commitments or contingencies at 30 June 2024 other than as disclosed

elsewhere in this report (2023: None).

16. RELATED PARTY DISCLOSURES

(a) Subsidiaries

The consolidated financial statements include the financial statements of the Company and the subsidiaries listed

in the following table:

	Place of
Name of Controlled Entity	Incorporation	Equity Interest
		2024	2023
		%	%
Berkeley Exploration Ltd	UK	100	100
Berkeley Minera Espana S.L.U	Spain	100	100
Exploración de Recursos Minerales S.L.U	Spain	100	100

(b) Ultimate Parent

Berkeley Energia Limited is the ultimate parent of the Group.

Details relating to KMP, including remuneration paid, are included at Note 17.

(d) Transactions with Related Parties in the Consolidated Group

Balances and transactions between the Company and its subsidiaries, which are related parties of the Company,

have been eliminated on consolidation and are not disclosed in this note.

ANNUAL REPORT 2024 41

17. KEY MANAGEMENT PERSONNEL

(a) Details of Key Management Personnel

The KMP of the Group during or since the end of the financial year were as follows:

Directors

Ian Middlemas Chairman

Robert Behets Non-Executive Director (Acting Managing Director)

Adam Parker Non-Executive Director

Francisco Bellón Executive Director (resigned 26 April 2024, continued to be KMP as COO)

Other KMP

Dylan Browne CFO and Company Secretary

There were no other KMP of the Company or the Group. Unless otherwise disclosed, the KMP held their position

from 1 July 2023 to 30 June 2024.

(b) Key Management Personnel Compensation

	2024	2023
	$	$
Short-term benefits	(795,932)	(773,675)
Post-employment benefits	(42,401)	(37,952)
Share-based payments	(728,851)	(33,854)
	(1,567,184)	(845,481)

Note:

Mr Browne provided services as the Company Secretary through a services agreement with Apollo Group. Mr Browne is an

employee of Apollo Group. During the year, Apollo Group was paid or is payable $372,000 for (2022: $348,000) for the provision

of serviced office facilities and administrative, accounting, company secretarial and transaction services to the Group.

18. SHARE-BASED PAYMENTS

(a) Recognised Share-Based Payment Expense

	2024	2023
	$000	$000
Net expense arising from equity-settled share-based payment
transactions (incentive securities)	(877)	(409)
Lapse of vested Incentive Options	204	137
Total share-based payments recognised during the year	(673)	(272)

(b) Summary of Incentive Options and Performance Rights Granted as Share-based Payments

The following Incentive Options were granted as share-based payments during the last two years (2023: 7,700,000):

					Exercise
					Price per
Options					Option	Fair Value
2024	Number	Grant Date	Issue Date	Expiry Date	$	$
Series
Series 1	1,900,000	24 Jul 2023	24 Jul 2023	30 Jun 2026	0.650	0.214

42 BERKELEY ENERGIA LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2024 (Continued)

18. SHARE-BASED PAYMENTS (Continued)

(b) Summary of Incentive Options and Performance Rights Granted as Share-based Payments

(Continued)

					Exercise
					Price per
Options					Option	Fair Value
2023	Number	Grant Date	Issue Date	Expiry Date	$	$
Series
Series 1	2,000,000	23 Nov 2022	23 Nov 2022	31 Dec 2025	0.400	0.187
Series 2	1,200,000	14 Jun 2023	14 Jun 2023	30 Jun 2026	0.650	0.290
Series 3	4,500,000	19 Jul 2023(1)	14 Jun 2023(1)	30 Jun 2026	0.650	0.428

Note:

(1)

Incentive Options issued to Directors following shareholder approval on 19 July 2023, following agreement to issue Incentive

Options on 14 June 2023.

The following table illustrates the number and weighted average exercise prices (“WAEP”) of Incentive Options

issued as share-based payments at the beginning and end of the financial year:

	2024	2024	2023	2023
Options	‘000	WAEP	‘000	WAEP
Outstanding at beginning of year	11,400	$0.525	6,600	$0.378
Granted during the year	1,900	$3.021	7,700	$0.585
Expired during the year	(3,700)	$0.400	(2,900)	$0.350
Outstanding at end of year	9,600	$0.623	11,400	$0.525

The outstanding balance of Incentive Options as at 30 June 2024 is represented by:

• 2,000,000 Incentive Options exercisable at $0.40 each on or before 31 December 2025; and

• 7,600,000 Incentive Options exercisable at $0.65 each on or before 30 June 2026 (vesting upon the

award of the Construction Authorisation (NSC II) by MITECO at the Salamanca Project).

No Performance Rights were granted as share-based payments during the last two years.

(c)

Weighted Average Remaining Contractual Life

At 30 June 2024, the weighted average remaining contractual life for Incentive Options on issue that had been

granted as share-based payments was 1.9 years (2023: 2.10 years).

(d) Range of Exercise Prices

At 30 June 2024 and 2023, the range of exercise prices for Incentive Options on issue that had been granted as

share-based payments was $0.40 and $0.65.

(e) Weighted Average Fair Value

There were 1,900,000 Incentive Options granted as share-based payments during the year ended 30 June 2024

(30 June 2023: 7,700,000). The weighted average fair value of Incentive Options granted as share-based payments

during the year ended 30 June 2024 was $0.2136.

(f) Option Pricing Model

The fair value of the equity-settled Incentive Options granted is estimated as at the date of grant using the Black-

Scholes option valuation model taking into account the terms and conditions upon which the Incentive Options are

granted.

1,900,000 Incentive Options were granted as share-based payments in the financial year ended 30 June 2024

(2023: 7,700,000). 3,700,000 Incentive Options that were granted as share-based payments expired in the financial

year ended 30 June 2024 (2023: 2,900,000).

ANNUAL REPORT 2024 43

The following table lists the inputs to the valuation models used for Incentive Options granted by the Group during

the last two years:

Options
2024 Inputs	Series 1
Exercise price (A$)	0.650
Grant date share price (A$)	0.400
Dividend yield(1)	-
Volatility(2)	100%
Risk-free interest rate	3.93%
Grant date	24 Jul 23
Expiry date	30 Jun 26
Expected life of rights(3) (years)	2.94
Fair value at grant date (A$)	0.214

Notes:

(1)

The dividend yield reflects the assumption that the current dividend payout will remain unchanged.

(2)

The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may not necessarily be the actual

outcome.

(3)

The expected life of the Incentive Options is based on the exercise date, which is taken to be the expiry date.

Options
2023 Inputs	Series 1	Series 2	Series 3
Exercise price (A$)	0.400	0.650	0.650
Grant date share price (A$)	0.325	0.510	0.690
Dividend yield(1)	-	-	-
Volatility(2)	95%	95%	95%
Risk-free interest rate	3.27%	3.92%	3.81%
Grant date	23 Nov 22	14 Jun 23	19 Jul 23
Expiry date	31 Dec 25	30 Jun 26	30 Jun 26
Expected life of rights(3) (years)	3.11	3.05	2.95
Fair value at grant date (A$)	0.187	0.290	0.428

Notes:

(1)

The dividend yield reflects the assumption that the current dividend payout will remain unchanged.

(2)

The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may not necessarily be the actual

outcome.

(3)

The expected life of the Incentive Options is based on the exercise date, which is taken to be the expiry date.

	2024	2023
	$	$

19.

REMUNERATION OF AUDITORS

Amounts received or due and receivable by Ernst & Young
Australia for:
- an audit or review of the financial reports of the Company
and any other entity in the Consolidated Group	132,212	56,580
- preparation of income tax return	48,650	24,000
Amounts received or due and receivable by related practices
of Ernst & Young Australia for:
- an audit or review of the financial reports of the Company	50,933	36,375
- tax services in relation to the Company	55,768	39,346
Total Auditors Remuneration	287,563	156,301

20. SEGMENT INFORMATION

The Consolidated Entity operates in one operating segment and one geographical segment, being uranium

exploration in Spain. This is the basis on which internal reports are provided to the Directors for assessing

performance and determining the allocation of resources within the Consolidated Entity.

44 BERKELEY ENERGIA LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2024 (Continued)

The corporate and administrative functions based in Australia are considered incidental to Consolidated Entity’s

uranium exploration activities in Spain. The Group’s interest income is all earned in Australia.

(a) Reconciliation of Non-Current Assets by geographical location

	2024	2023
	$000	$000
Spain	9,444	9,594

21. EARNINGS PER SHARE

The following reflects the income data used in the calculations of basic and diluted earnings per share:

	2024	2023
	$000	$000
Net loss used in calculating basic and diluted earnings per
share	(3,261)	(1,373)

(a) Weighted Average Number of Shares

The following reflects the share data used in the calculations of basic and diluted earnings per share:

	Number of Shares	Number of Shares
	2024	2023
	‘000	‘000
Weighted average number of ordinary shares	445,797	445,797
Effect of dilutive securities	-(1)	-(1)
Weighted average number of ordinary shares and potential
ordinary shares used in calculating basic and diluted earnings per
share	445,797	445,797

Notes:

(1)

At 30 June 2024, there were 9,600,000 Options (which represent 9,600,000 potential ordinary shares) which were not

dilutive as they would decrease the loss per share.

(b) Conversions, Calls, Subscriptions or Issues after 30 June 2024

There have been no conversions to, calls of, or subscriptions for ordinary shares, since the reporting date and

before the completion of this financial report.

ANNUAL REPORT 2024 45

22. STATEMENT OF CASH FLOWS

(a) Reconciliation of Net Loss Before Income Tax Expense to Net Cash Flows from Operating Activities

	2024	2023
	$000	$000
Net loss before income tax expense	(3,261)	(1,373)
Adjustment for income and expense items
Share-based payments expense	877	409
Other non-cash movements	(260)	(523)
Foreign exchange movement	63	(2,966)
Changes in operating assets and liabilities
Decrease in trade and other receivables	390	97
Increase in trade and other payables	694	217
Net cash outflow from operating activities	(1,497)	(4,139)

(b)	Reconciliation of Cash and Cash Equivalents
Cash at bank and on hand		77,295	78,726
Bank short term deposits		50	50
		77,345	78,776

At balance date, the Company had no used or unused financing facilities (2023: None).

(d) Non-cash Financing and Investment Activities

There were no non-cash financing and investment activities for the past two financial years.

23. FINANCIAL INSTRUMENTS

(a) Overview

The Group's principal financial instruments comprise receivables, payables, security deposits, other financial

liabilities, cash and short-term deposits. The main risks arising from the Group's financial instruments are interest

rate risk, equity price risk, foreign currency risk, credit risk and liquidity risk.

This note presents information about the Group's exposure to each of the above risks, its objectives, policies and

processes for measuring and managing risk, and the management of capital. Other than as disclosed, there have

been no significant changes since the previous financial year to the exposure or management of these risks.

The Group manages its exposure to key financial risks in accordance with the Group's financial risk management

policy. Key risks are monitored and reviewed as circumstances change (e.g. acquisition of a new project) and

policies are revised as required. The overall objective of the Group's financial risk management policy is to support

the delivery of the Group's financial targets whilst protecting future financial security.

Given the nature and size of the business and uncertainty as to the timing and amount of cash inflows and outflows,

the Group does not enter into derivative transactions to mitigate the financial risks. In addition, the Group's policy

is that no trading in financial instruments shall be undertaken for the purposes of making speculative gains. As the

Group's operations change, the Directors will review this policy periodically going forward.

The Board of Directors has overall responsibility for the establishment and oversight of the risk management

framework. The Board reviews and agrees policies for managing the Group's financial risks as summarised below.

(b) Credit Risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to

meet its contractual obligations. This risk arises principally from cash and cash equivalents and trade and other

receivables.

There are no significant concentrations of credit risk within the Group. The carrying amount of the Group's

financial assets represents the maximum credit risk exposure, as represented below:

46 BERKELEY ENERGIA LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2024 (Continued)

23. FINANCIAL INSTRUMENTS (Continued)

(b) Credit Risk (Continued)

	2024	2023
	$000	$000
Current Assets
Cash and cash equivalents	77,345	78,776
Trade and other receivables	490	880
	77,835	79,656
Non-current Assets
Other financial assets	105	107
	105	107
Total	77,940	79,763

The Group does not have any significant customers and accordingly does not have any significant exposure to

ECLs. Trade and other receivables are expected to be collected in full and the Group has no history of ECLs.

As at 30 June 2024, other receivables comprise GST/VAT receivable, accrued interest and other miscellaneous

receivables. Where possible the Group trades only with recognised, creditworthy third parties. It is the Group's

policy that all customers who wish to trade on credit terms are subject to credit verification procedures. In addition,

receivable balances are monitored on an ongoing basis with the result that the Group's exposure to ECLs is not

significant.

The Group’s receivables balance consists of GST/VAT refunds from recognised government entities with minimal

credit risk. While and interest receivables and cash and cash equivalents are due and/or held with reputable

financial institutions that are rated the equivalent of investment grade and above.

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Board's

approach to managing liquidity is to ensure, as far as possible, that the Group will always have sufficient liquidity to

meet its liabilities when due. At 30 June 2024 and 2023, the Group has sufficient liquid assets to meet its financial

obligations.

The contractual maturities for cash settled financial liabilities, including estimated interest payments, are provided

below. There are no netting arrangements in respect of financial liabilities.

		6 - 12
	≤ 6 months	months	1 - 5 years	≥ 5 years	Total
	$000	$000	$000	$000	$000
2024
Financial Liabilities
Trade and other payables	1,916	-	-	-	1,916
	1,916	-	-	-	1,916
2023
Financial Liabilities
Trade and other payables	1,221	-	-	-	1,221
	1,221	-	-	-	1,221

(d) Interest Rate Risk

The Group's exposure to the risk of changes in market interest rates relates primarily to cash and cash equivalents

with a floating interest rate.

These financial assets with variable rates expose the Group to cash flow interest rate risk. All other financial assets

and liabilities, in the form of receivables, security deposits and payables are non-interest bearing.

ANNUAL REPORT 2024 47

At balance date, the variable interest rate exposure of the Group's was:

	2024	2023
	$000	$000
Interest-bearing Financial Instruments
Cash at bank and on hand	77,295	78,726
Bank short term deposits	50	50
	77,345	78,776

The Group's cash at bank and on hand and short term deposits had a weighted average variable interest rate at

year end of 4.5% (2023: 3.0%).Subsequent to the year end, the Group's cash at bank and on hand and short term

deposits had the weighted average variable interest rate of 4.58%.

The Group currently does not engage in any hedging or derivative transactions to manage interest rate risk.

Interest rate sensitivity

A sensitivity of three per cent has been selected as this is considered reasonable given the current level of both

short term and long term interest rates. A 3.5% movement in interest rates at the reporting date would have

increased (decreased) profit and loss by the amounts shown below based on the average amount of interest bearing

financial instruments held. This analysis assumes that all other variables, in particular foreign currency rates, remain

constant. The analysis is performed on the same basis for 2023.

	Profit or Loss		Other Comprehensive Income
	3% Increase	3% Decrease	3% Increase	3% Decrease
	$000	$000	$000	$000
2024
Group
Cash and cash equivalents	2,320	(2,320)	-	-
2023
Group
Cash and cash equivalents	2,363	(2,363)	-	-

(e) Foreign Currency Risk

The Group also has transactional currency exposures. Such exposure arises from transactions denominated in

currencies other than the functional currency of the entity.

The Group currently does not engage in any hedging or derivative transactions to manage foreign currency risk.

The Group is also exposed to foreign currency risk on the Euro, Sterling and US Dollar cash and cash equivalents

that it holds.

Sensitivity analysis for currency risk

A sensitivity of 10 per cent has been selected as this is considered reasonable given historic and potential future

changes in foreign currency rates. This has been applied to the net financial instruments of Berkeley Minera Espana,

S.L.U and Berkeley Exploration Espana, S.L.U. and to the Euro and Sterling cash and cash equivalents that the

Group holds. This sensitivity analysis is prepared as at balance date.

A 10% strengthening/weakening of the Australian dollar against the Euro at 30 June 2024 of €205,000 cash held

(2023: €2,000 ) would have increased/(decreased) the cash and cash equivalents and profit or loss of the Group

by A$33,000 /(A$33,000) (2023: A$300 /(A$300)).

A 10% strengthening/weakening of the Australian dollar against the Sterling at 30 June 2024 of £300 cash held

(2023: £1,000) would have increased/(decreased) the cash and cash equivalents and profit or loss of the Group

by A$60 /(A$60) (2023: A$200/(A$200)).

A 10% strengthening/weakening of the Australian dollar against the US Dollar at 30 June 2024 of US$49,626,000

cash held (2023: US$51,605,000 ) would have increased/(decreased) the cash and cash equivalents and profit or

loss of the Group by A$7,492,000 /(A$7,492,000 ) (2023: A$7,784,000/(A$7,784,000)).

48 BERKELEY ENERGIA LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2024 (Continued)

23. FINANCIAL INSTRUMENTS (Continued)

(b) Foreign Currency (Continued)

The above analysis assumes that all other variables, in particular interest rates, remain constant. The analysis for

2023 has been performed on the same basis.

(f) Commodity Price Risk

The Group is exposed to uranium commodity price risk. These commodity prices can be volatile and are influenced

by factors beyond the Group's control. As the Group is currently engaged in exploration and business development

activities, no sales of commodities are forecast for the next 12 months, and accordingly, no hedging or derivative

transactions have been used to manage commodity price risk.

(g) Capital Management

The Group normally defines its Capital as total equity of the Group, being a net asset at 30 June 2024 of

$84,904,000 (2023: net asset $87,316,000). The Group manages its capital to ensure that entities in the Group will

be able to continue as a going concern while financing the development of its project through primarily equity-based

financing. The Board's policy is to maintain a strong capital base so as to maintain investor, creditor and market

confidence and to sustain future development of the business. Given the stage of development of the Group, the

Board's objective is to minimise debt and to raise funds as required through the issue of new shares. There were

no changes in the Group's approach to capital management during the year. The Group is not subject to externally

imposed capital requirements.

(h) Fair Value

The fair value of financial assets and financial liabilities approximates their carrying value. The methods for

estimating fair value are outlined in the relevant notes to the financial statements. Please refer to Note 11 for further

disclosure.

(i) Equity Price Risk

The Group is exposed to equity securities price risk. This arises from the Options held by the Group and classified

in the Statement of Financial Position as financial liabilities through profit and loss, refer to Note 11.

Equity price sensitivity

A sensitivity of 10% has been selected as this is considered reasonable given the recent trading of the Company’s

shares. The sensitivity analyses below have been determined based on the exposure to equity price risks at the

reporting date. This analysis assumes that all other variables remain constant.

	Profit or loss		Other Comprehensive
			Income
	10%	10%	20%	20%
	increase	decrease	increase	decrease
	$000	$000	$000	$000
2024
Group
Unlisted Options	-	-	-	-
2023
Group
Unlisted Options	(139)	100	-	-

24. CONTINGENT LIABILITIES

Other than the production fee arrangement with ENUSA disclosed in Note 7, the Group had no contingent liabilities

at 30 June 2024 (2023: Nil).

ANNUAL REPORT 2024 49

25. SUBSEQUENT EVENTS

As at the date of this report there are no matters or circumstances, which have arisen since 30 June 2024 that have

significantly affected or may significantly affect:

• the operations, in financial years subsequent to 30 June 2024, of the Consolidated Entity;

• the results of those operations, in financial years subsequent to 30 June 2024, of the Consolidated Entity; or

• the state of affairs, in financial years subsequent to 30 June 2024, of the Consolidated Entity.

52 BERKELEY ENERGIA LIMITED

AUDITOR'S INDEPENDENCE DECLARATION

A member firm of Ernst & Young Global Limited

Liability limited by a scheme approved under Professional Standards Legislation

Ernst & Young

11 Mounts Bay Road

Perth WA 6000 Australia

GPO Box M939 Perth WA 6843

Tel: +61 8 9429 2222

Fax: +61 8 9429 2436

ey.com/au

Auditor’s independence declaration to the directors of Berkeley Energia

Limited

As lead auditor for the audit of the financial report of Berkeley Energia Limited for the financial year

ended 30 June 2024, I declare to the best of my knowledge and belief, there have been:

a. No contraventions of the auditor independence requirements of the Corporations Act 2001 in

relation to the audit;

b. No contraventions of any applicable code of professional conduct in relation to the audit; and

c. No non-audit services provided that contravene any applicable code of professional conduct in

relation to the audit.

This declaration is in respect of Berkeley Energia Limited and the entities it controlled during the

financial year.

Ernst & Young

Jared Jaworski

Partner

23 August 2024

ANNUAL REPORT 2024 53

INDEPENDENT AUDITOR’S REPORT

A member firm of Ernst & Young Global Limited

Liability limited by a scheme approved under Professional Standards Legislation

Ernst & Young

11 Mounts Bay Road

Perth WA 6000 Australia

GPO Box M939 Perth WA 6843

Tel: +61 8 9429 2222

Fax: +61 8 9429 2436

ey.com/au

Independent auditor’s report to the members of Berkeley Energia Limited

Report on the audit of the financial report

Opinion

We have audited the financial report of Berkeley Energia Limited (the Company) and its subsidiaries

(collectively the Group), which comprises the consolidated statement of financial position as at 30

June 2024, the consolidated statement of profit or loss and other comprehensive income,

consolidated statement of changes in equity and consolidated statement of cash flows for the year

then ended, notes to the financial statements, including material accounting policy information, the

consolidated entity disclosure statement

and the directors’ declaration.

In our opinion, the accompanying financial report of the Group is in accordance with the Corporations

Act 2001, including:

a. Giving a true and fair view of the consolidated financial position of the Group as at 30 June 2024

and of its consolidated financial performance for the year ended on that date; and

b. Complying with Australian Accounting Standards and the Corporations Regulations 2001.

Basis for opinion

We conducted our audit in accordance with Australian Auditing Standards (“ASAs”) and International

Standards on Auditing issued by the International Auditing and Assurance Standards Board (“ISAs”).

Our responsibilities under those standards are further described in the Auditor’s responsibilities for

the audit of the financial report section of our report. We are independent of the Group in accordance

with the auditor independence requirements of the Corporations Act 2001 and the ethical

requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics

for Professional Accountants (including Independence Standards) (the Code) that are relevant to our

audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in

accordance with the Code.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in

our audit of the financial report of the current year. These matters were addressed in the context of

our audit of the financial report as a whole, and in forming our opinion thereon, but we do not provide

a separate opinion on these matters. For the matter below, our description of how our audit addressed

the matter is provided in that context.

54 BERKELEY ENERGIA LIMITED

INDEPENDENT AUDITOR’S REPORT

(Continued)

A member firm of Ernst & Young Global Limited

Liability limited by a scheme approved under Professional Standards Legislation

We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the

financial report section of our report, including in relation to these matters. Accordingly, our audit

included the performance of procedures designed to respond to our assessment of the risks of

material misstatement of the financial report. The results of our audit procedures, including the

procedures performed to address the matter below, provide the basis for our audit opinion on the

accompanying financial report.

Cash and cash equivalents

Why significant How our audit addressed the key audit matter

As disclosed in note 22 of the financial report, the

Group recognised cash and cash equivalents of

$77,345,000 as at 30 June 2024.

Cash and cash equivalents include amounts

denominated in foreign currencies, which must be

translated at reporting date, into the functional

currency of the Group entity holding the asset. This

translation results in foreign currency movements on

cash and cash equivalents and foreign currency gains

or losses being recognised in the profit and loss.

Given the significance of cash and cash equivalents to

the Group’s net assets, the recognition and

measurement of cash and cash equivalents was

considered to be a key audit matter.

We evaluated the Group’s accounting treatment of

cash and cash equivalents. In completing our

procedures, we:

► Confirmed cash and cash equivalent amounts

with the financial institutions that held these

amounts on behalf of the Group.

► Read the terms and conditions of amounts held

on term deposit to assess whether these amounts

meet the requirements to be classified as cash

and cash equivalents under Australian

Accounting Standards.

► Evaluated the appropriateness of foreign

exchange rates used to translate foreign

denominated cash and cash equivalents to the

entity’s functional currency at year end.

► Recalculated the translation of foreign

denominated cash and cash equivalents into the

entity’s functional currency.

► Assessed the disclosure of the cash and cash

equivalents in the financial statements.

Information other than the financial report and auditor’s report thereon

The directors are responsible for the other information. The other information comprises the

information included in the Company’s 2024 annual report, but does not include the financial report

and our auditor’s report thereon.

Our opinion on the financial report does not cover the other information and accordingly we do not

express any form of assurance conclusion thereon, with the exception of the Remuneration Report

and our related assurance opinion.

In connection with our audit of the financial report, our responsibility is to read the other information

and, in doing so, consider whether the other information is materially inconsistent with the financial

report or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this

other information, we are required to report that fact. We have nothing to report in this regard.

ANNUAL REPORT 2024 55

A member firm of Ernst & Young Global Limited

Liability limited by a scheme approved under Professional Standards Legislation

Responsibilities of the directors for the financial report

The directors of the Company are responsible for the preparation of:

► The financial report (other than the consolidated entity disclosure statement) that gives a true

and fair view in accordance with Australian Accounting Standards and the Corporations Act

2001; and

► The consolidated entity disclosure statement that is true and correct in accordance with the

Corporations Act 2001; and

for such internal control as the directors determine is necessary to enable the preparation of:

► The financial report (other than the consolidated entity disclosure statement) that gives a true

and fair view and is free from material misstatement, whether due to fraud or error; and

► The consolidated entity disclosure statement that is true and correct and is free of misstatement,

whether due to fraud or error.

In preparing the financial report, the directors are responsible for assessing the Group’s ability to

continue as a going concern, disclosing, as applicable, matters relating to going concern and using the

going concern basis of accounting unless the directors either intend to liquidate the Group or to cease

operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial report

Our objectives are to obtain reasonable assurance about whether the financial report as a whole is

free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that

includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an

audit conducted in accordance with ASAs and ISAs will always detect a material misstatement when it

exists. Misstatements can arise from fraud or error and are considered material if, individually or in

the aggregate, they could reasonably be expected to influence the economic decisions of users taken

on the basis of this financial report.

As part of an audit in accordance with ASAs and ISAs, we exercise professional judgment and maintain

professional scepticism throughout the audit. We also:

► Identify and assess the risks of material misstatement of the financial report, whether due to

fraud or error, design and perform audit procedures responsive to those risks, and obtain audit

evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not

detecting a material misstatement resulting from fraud is higher than for one resulting from

error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the

override of internal control.

► Obtain an understanding of internal control relevant to the audit in order to design audit

procedures that are appropriate in the circumstances, but not for the purpose of expressing an

opinion on the effectiveness of the Group’s internal control.

56 BERKELEY ENERGIA LIMITED

INDEPENDENT AUDITOR’S REPORT

(Continued)

A member firm of Ernst & Young Global Limited

Liability limited by a scheme approved under Professional Standards Legislation

► Evaluate the appropriateness of accounting policies used and the reasonableness of accounting

estimates and related disclosures made by the directors.

► Conclude on the appropriateness of the directors’ use of the going concern basis of accounting

and, based on the audit evidence obtained, whether a material uncertainty exists related to

events or conditions that may cast significant doubt on the Group’s ability to continue as a going

concern. If we conclude that a material uncertainty exists, we are required to draw attention in

our auditor’s report to the related disclosures in the financial report or, if such disclosures are

inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up

to the date of our auditor’s report. However, future events or conditions may cause the Group to

cease to continue as a going concern.

► Evaluate the overall presentation, structure and content of the financial report, including the

disclosures, and whether the financial report represents the underlying transactions and events

in a manner that achieves fair presentation.

► Obtain sufficient appropriate audit evidence regarding the financial information of the entities or

business activities within the Group to express an opinion on the financial report. We are

responsible for the direction, supervision and performance of the Group audit. We remain solely

responsible for our audit opinion.

We communicate with the directors regarding, among other matters, the planned scope and timing of

the audit and significant audit findings, including any significant deficiencies in internal control that we

identify during our audit.

We also provide the directors with a statement that we have complied with relevant ethical

requirements regarding independence, and to communicate with them all relationships and other

matters that may reasonably be thought to bear on our independence, and where applicable, actions

taken to eliminate threats or safeguards applied.

From the matters communicated to the directors, we determine those matters that were of most

significance in the audit of the financial report of the current year and are therefore the key audit

matters. We describe these matters in our auditor’s report unless law or regulation precludes public

disclosure about the matter or when, in extremely rare circumstances, we determine that a matter

should not be communicated in our report because the adverse consequences of doing so would

reasonably be expected to outweigh the public interest benefits of such communication.

ANNUAL REPORT 2024 57

A member firm of Ernst & Young Global Limited

Liability limited by a scheme approved under Professional Standards Legislation

Report on the audit of the Remuneration Report

Opinion on the Remuneration Report

We have audited the Remuneration Report included in pages 14 to 19 of the directors’ report for the

year ended 30 June 2024.

In our opinion, the Remuneration Report of Berkeley Energia Limited for the year ended 30 June

2024, complies with section 300A of the Corporations Act 2001.

Responsibilities

The directors of the Company are responsible for the preparation and presentation of the

Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our

responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in

accordance with ASAs and ISAs.

Ernst & Young

Jared Jaworski

Partner

Perth

23 August 2024

Page 1 of 2

Independent assurance report to the the Directors of Berkeley Energia

Limited (“the Company”)

Opinion

We have undertaken a reasonable assurance engagement on Berkeley Energia Limited’s compliance,

in all material respects, with the Commission Delegated Regulation (EU) 2019/815 of 17 December

2018 supplementing Directive 2004/109/EC of the European Commission with regard to regulatory

technical standards on the specification of a single electronic reporting format (hereinafter referred to

as “the ESEF Regulation”) so far as it relates to the Company’s annual report for the year ended 30

June 2024 (the “Annual Report 2024”).

In our opinion, Berkeley Energia Limited has complied, in all material respects with the requirements

of the ESEF Regulation.

Basis for opinion

We conducted our engagement in accordance with Standard on Assurance Engagements ASAE 3100

Compliance Engagements issued by the Auditing and Assurance Standards Board.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our

opinion.

The Company’s responsibilities

The Company is responsible for:

a. The compliance activity undertaken to meet the ESEF Regulation; and

b. Identification of risks that threaten the ESEF Regulation above being met and controls which will

mitigate those risks and monitor ongoing compliance.

Our independence and quality management

We have complied with the independence and relevant ethical requirements, which are founded on

fundamental principles of integrity, objectivity, professional competence and due care, confidentiality

and professional behaviour.

The firm applies Auditing Standard ASQM 1 Quality Management for Firms that Perform Audits or

Reviews of Financial Reports and Other Financial Information, or Other Assurance or Related Services

Engagements, which requires the firm to design, implement and operate a system of quality

management including policies or procedures regarding compliance with ethical requirements,

professional standards and applicable legal and regulatory requirements.

Assurance practitioner’s responsibilities

Our responsibility is to express an opinion on the Company’s compliance, in all material respects, with

the ESEF Regulation so far as it relates to the Annual Report 2024. ASAE 3100 requires that we plan

and perform our procedures to obtain reasonable assurance about whether, the Company has

complied, in all material respects, with the ESEF Regulation.

4.	EXPENSES
Profit/(Loss) from ordinary activities before income tax expense
includes the following specific expenses:

(a) Employee Benefits Expense
Salaries, wages and fees (included in exploration and evaluation
expenses and corporate and administration expenses)	(1,070)	(1,321)
Defined contribution/Social Security (included in exploration and
evaluation expenses)	(256)	(220)
Share-based payments (refer Note 18(a))	(877)	(409)
Total Employee Benefits Expense	(2,203)	(1,950)

(a)	Recognised in the Income Statement
Current income tax
Current income tax expense in respect of the year		-	-
Deferred income tax
Relating to origination and reversal of temporary differences		-	-
Income tax reported in the income statement		-	-

Accounting loss before income tax	(3,261)	(1,373)
At the domestic income tax rate of 30% (2023: 30%)	(978)	(412)
Expenditure not allowable for income tax purposes	597	88
Income not assessable for income tax purposes	(75)	-
Adjustments in respect of current income tax of previous years	(13)	-
Temporary differences previously not brought to account	-	(947)
Temporary differences not brought to account	469	1,271
Income tax (benefit)/expense reported in the income statement	-	-

Deferred income tax relates to the following:
Deferred Tax Liabilities
Accrued interest	-	-
Unrealised foreign exchange	1,627	1,761
Deferred tax assets used to offset deferred tax liabilities	(1,627)	(1,761)
	-	-
Deferred Tax Assets
Accrued expenditure	34	27
Capital allowances	19,395	18,364
Tax losses available to offset against future taxable income	12,252	12,956
Deferred tax assets used to offset deferred tax liabilities	(1,627)	(1,761)
Deferred tax assets not brought to account	(30,054)	(29,586)
	-	-

(b)	Reconciliation Between Tax Expense and Accounting
	Profit/(Loss) Before Income Tax

6.	CURRENT ASSETS – OTHER RECEIVABLES
GST and other taxes receivable		183	584
Other		307	296
		490	880

7.	NON-CURRENT ASSETS – EXPLORATION
	EXPENDITURE
The Group has mineral exploration costs carried forward in respect
of areas of interest (1)(2):
Areas in exploration at cost		8,206	8,206
Impairment provision		(8,206)	(8,206)
		-	-