TIDMBKY
RNS Number : 4123A
Berkeley Energia Limited
29 September 2020
BERKELEY ENERGIA LIMITED
2020
ANNUAL REPORT | INFORME ANUAL
ABN 40 052 468 569
CORPORATE DIRECTORY | DIRECTORIO CORPORATIVO
Directors Solicitors
Mr Ian Middlemas Chairman Spain
Mr Deepankar Panigrahi Non-Executive Herbert Smith Freehills, S.L.P
Director
Mr Nigel Jones Non-Executive Director United Kingdom
Mr Adam Parker Non-Executive Director Bryan Cave Leighton Paisner LLP
Mr Robert Behets Non-Executive
Director Australia
(Acting Managing Director) Thomson Geer
Company Secretary Share Registry
Mr Dylan Browne Spain
IBERCLEAR
Madrid Head Office Plaza de la Lealtad, 1,
Calle Capitán Haya 1 28014 Madrid España
Planta 15. Edificio Eurocentro.
28020 Madrid España United Kingdom
Computershare Investor Services
Project Office PLC
Berkeley Minera España, S.A. The Pavilions, Bridgewater Road
Carretera SA-322, Km 30 Bristol BS99 6ZZ
37495 Retortillo Telephone: +44 370 702 0000
Salamanca, España
Telephone: +34 923 193 903 Australia
Computershare Investor Services
Registered Office Pty Ltd
Level 9, 28 The Esplanade, Level 11, 172 St Georges Terrace
Perth WA 6000 Australia Perth WA 6000
Telephone: +61 8 9322 6322 Telephone: +61 8 9323 2000
Facsimile: +61 8 9322 6558
Stock Exchange Listings
Website and Email Spain
www.berkeleyenergia.com Madrid, Barcelona, Bilboa and Valencia
info@berkeleyenergia.com Stock Exchanges (Code: BKY)
Auditor United Kingdom
Spain London Stock Exchange - Main Board
Ernst & Young España (LSE Code: BKY)
Australia Australia
Ernst and Young Australia - Perth Australian Securities Exchange
(ASX Code: BKY)
Bankers
Spain
Santander Bank
Australia
Australia and New Zealand Banking
Group Ltd
CONTENTS | CONTENIDO
Directors' Report
Consolidated Statement of Profit or Loss and Other Comprehensive
Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
The following sections are available in the full version of the
2020 Annual Report on the Company's website at www.berkeleyenergia.com
:
Notes to and forming part of the Financial Statements
Directors' Declaration
Auditor's Independence Declaration
Independent Auditor's Report
Corporate Governance
Mineral Resources and Ore Reserves Statement
ASX Additional Information
The Company also advises that an Appendix 4G (Key to
Disclosures: Corporate Governance Council Principles and
Recommendations) and 2020 Corporate Governance Statement have been
released today and are also available on the Company's website:
Further and in accordance with ASX Listing Rule 3.13.1, that the
Company's Annual General Meeting ("AGM") will be held on Wednesday,
25 November 2020.
An item of business at the AGM will be the re-election of
Directors. In accordance with clause 6.2(f) of the Company's
Constitution, the closing date for receipt of nominations from
persons wishing to be considered for election as a Director is
Wednesday, 7 October 2020.
Any nominations must be received at the Company's registered
office no later than 5.00 pm (Perth time) on Wednesday, 7 October
2020.
For further information please contact:
Robert Behets Dylan Browne
Acting Managing Director CFO and Company Secretary
+61 8 9322 6322
info@berkeleyenergia.com
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 2020
('Consolidated Entity' or 'Group').
OPERATING AND FINANCIAL REVIEW
Highlights
Highlights for and subsequent to the year end include:
-- Permitting:
The Company's primary focus continues to be on progressing the
approvals required to commence construction of the Salamanca mine
and bring it into production.
In August 2020, the Urbanism License ("UL") was granted by the
Municipality of Retortillo under the terms established in the
Urbanism Law and Urban Planning Regulations of Castilla y León. The
UL is a land use permit needed for construction works at the
Salamanca mine.
The grant of the UL is a significant permitting milestone for
Berkeley and a positive step in the development of the project. The
Authorisation for Construction for the uranium concentrate plant as
a radioactive facility ("NSC II") is now the only pending approval
required to commence full construction of the Salamanca mine.
In late March 2020, the Company formally submitted updated
official documentation in relation to the NSC II and has since held
a number of meetings (via teleconference calls) with the Nuclear
Safety Council ("NSC") technical team to discuss and clarify minor
queries on the updated documentation. As requested by the NSC, the
Company has prepared written responses to these queries. Following
submission of these written responses in early September, the next
step in the process is for the NSC technical team to finalise its
report and submit it to the NSC Board for ratification.
In July 2020, the NSC issued a favourable report for the
extension of the validity of the Initial Authorisation for the
uranium concentrate plant as a radioactive facility ("NSC I"). NSC
I was granted in September 2015, with a 5-year validity period. The
next step is for the Ministry for Ecological Transition and the
Demographic Challenge ("MITECO") to approve this authorisation and
set its duration period.
The Company will continue to engage with the relevant
authorities in a collaborative manner and maintain strong
engagement with all key stakeholders in Spain, as it progresses the
approvals required to commence full construction of the Salamanca
mine and bring it into production.
-- Uranium Market:
During the year, the uranium spot price rose to a high of
US$33.40 per pound which represents a year to date price increase
of 30%.
Uncertainty surrounding COVID-19 impacts to the nuclear fuel
supply chain continue, with supply disruptions being experienced by
a number of major uranium producers including Kazatomprom
(Kazakhstan operations), Cameco (Cigar Lake mine), CNNC (Rössing
mine) and Swakop Uranium (Husab mine).
Analysts expect further tightening of market conditions as the
current structural supply deficit in the global uranium market is
exacerbated by these, and possible other, COVID-19 supply
disruptions. The current market uncertainty is also expected to
heighten concerns about the security of future supply and continued
upward movement in the spot price may be a trigger for increased
term market activity.
-- COVID-19 :
The Spanish Government declared a National 'State of Alarm'
relating to the COVID-19 pandemic, which began on 14 March, ended
on 21 June with its borders reopening to Europe and free movement
being allowed within the country.
Towards the end of July, Spain began experiencing another surge
in COVID-19 cases, with spikes in new daily infection rates forcing
the Government to reinstate both voluntary guidelines and mandatory
restrictions and place parts of the country, particularly in the
north-eastern region of Catalonia, under temporary lockdown
again.
All of the Berkeley team based in Spain are safe and well.
Consistent with current Government guidelines, the Company has
maintained a 'work from home' policy. Subject to the status of the
COVID-19 pandemic and related Government policy and guidelines, it
is expected that the team will recommence working from the Madrid
and Retortillo offices in October.
Despite the Spanish Government suspending the term of all
administrative and legal proceedings while the 'State of Alarm' was
active, the Spanish Administration was still functioning during
this time and Berkeley was able to maintain regular communication
with the relevant officials from the NSC and the federal, regional
and local governments to ensure the permitting processes continued
to advance, as evidenced by the award of the UL.
Operations
Project Update
The Salamanca mine is being developed to the highest
international standards and the Company's commitment to health,
safety and the environment remains a priority. It holds
certificates in Sustainable Mining (UNE 22470-80), Environmental
Management (ISO 14001), and Health and Safety (OHSAS 18001) which
were awarded by AENOR, an independent Spanish government
agency.
Towards the end of the year, planning continued in advance of
the annual internal and external audits of the Company's
Sustainable Mining and Environmental Management Systems which are
scheduled to take place in the coming months.
The annual evaluation of Environmental Aspects ("EA"), which was
completed during the June quarter, highlighted that significant
reductions had been achieved in a number of target areas, including
a 38% reduction in fuel consumption, a 48% reduction in printer
toner consumption, and a 85% reduction in fluorescent residue. New
targets have been set for 2020-21, with a focus of further reducing
the consumption of electricity, water, paper and printer toner.
As part of its commitment to Sustainable Mining, the Company has
commenced a Life Cycle Analysis of its operational processes, in
order to determine the environmental impact of the products
associated with these processes from their origin (raw materials)
through to the end of their useful life. This initiative has
initially focused on the analysis of the environmental impact of
carbon dioxide ("CO(2) ") emissions generated by exploration
drilling activities.
To facilitate an enhanced understanding of the environmental
impact of CO(2) emissions and to determine which phase/activity of
the life cycle is responsible for generating the most CO(2)
emissions, a series of graphics providing visual representation of
the information have been designed. As an example, the life cycle
of exploration drilling activities is represented in Figure 1
below.
The determination and quantification of the direct environmental
aspects derived from the consumption of raw materials and the
production of waste that occurs during the different phases of the
life cycle of exploration drilling activities has also
completed.
The Company continued the migration its of Health and Safety
Management System from OHSAS 18001 to its replacement standard, ISO
45001, a process which is targeted for completion in the second
half of 2020. As part of this process, an internal audit was
undertaken in the first week of August, and the external audit (by
AENOR) in the first week of September.
The monitoring programs associated with the NSC approved
pre-operational Surveillance Plan for Radiological and
Environmental Affections and pre-operational Surveillance Plan for
the Control of the Underground Water continued during the year.
Permitting Update
The Company continues to engage with all relevant authorities in
a collaborative manner in order to facilitate the timely resolution
of the pending approvals required to commence construction of the
Salamanca mine.
In August 2020, UL was granted by the Municipality of Retortillo
under the terms established in the Urbanism Law and Urban Planning
Regulations of Castilla y León. The UL is a land use permit needed
for construction works at the Salamanca mine.
The grant of the UL is a significant permitting milestone for
Berkeley and a positive step in the development of the project. The
NSC II permit is now the only pending approval required to commence
full construction of the Salamanca mine.
During the year, the Company's Spanish executives and advisors
have met with (via teleconference calls or in person once some of
the COVID-19 restrictions were lifted) and had constructive
dialogue with relevant officials from the NSC, the Federal
Government, the Regional Government of Castilla y León, the
Municipality of Retortillo, and other key stakeholders.
As previously reported, at the request of the NSC, Berkeley
consolidated the Company's responses to all of the NSC's technical
queries into the official documentation, expanded the description
of some sections (e.g. waste management, analysis of potential
accidents, environmental radiological impact assessment,
hydrological modelling), and formally submitted the updated
official documentation to the NSC at the end of March.
In the June quarter, the Company held a number of meetings with
the NSC technical team to discuss and clarify minor queries on the
updated documentation. The Company has also provided written
responses and/or additional technical information to the NSC when
requested.
The next step in this process is for the NSC technical team to
finalise their report and submit it to the NSC Board for approval.
Once approved by the NSC Board, the NSC report and recommendation
which is 'compulsory and binding on radiological matters' is
provided to MITECO, who is the substantive authority responsible
for the granting NSC II.
In late July, the NSC issued a favourable report for the
extension of the validity of NSC I for the process plant as a
radioactive facility at the Salamanca project. NSC I was granted by
the then Ministry of Industry, Energy and Tourism in September
2015, with a 5-year validity period. The favourable report issued
by NSC considered that the circumstances and characteristics of the
process plant are the same as those contained in the Initial
Authorisation issued in 2015. The next step is for the MITECO to
approve this authorisation and set its duration period.
The Company will continue to maintain a consistent approach,
ensuring that the project complies with all applicable laws and
regulations, as it progresses the approvals required to commence
construction of the Salamanca mine and bring it into
production.
Uranium Market
During the year, the uranium spot price rose to a high of
US$33.40 per pound which represents a year to date price increase
of 30%.
Uncertainty surrounding COVID-19 impacts to the nuclear fuel
supply chain continue, with supply disruptions being experienced by
a number of major uranium producers including Kazatomprom
(Kazakhstan operations), Cameco (Cigar Lake mine), CNNC (Rössing
mine) and Swakop Uranium (Husab mine).
Analysts expect further tightening of market conditions as the
current structural supply deficit in the global uranium market is
exacerbated by these, and possible other, COVID-19 supply
disruptions. The current market uncertainty is also expected to
heighten concerns about the security of future supply and continued
upward movement in the spot price may be a trigger for increased
term market activity.
COVID-19
In the June quarter, the Spanish Government declared that the
National 'State of Alarm' relating to the COVID-19 pandemic, which
began on 14 March, would end on 21 June with its borders reopening
to Europe and free movement being allowed within the country.
Towards the end of July however, Spain began experiencing
another surge in COVID-19 cases, with spikes in new daily infection
rates forcing the Government to reinstate both voluntary guidelines
and mandatory restrictions and place parts of the country,
particularly in the north-eastern region of Catalonia, under
temporary lockdown again.
All of the Berkeley team based in Spain are safe and well.
Consistent with current Government guidelines, the Company has
maintained a 'work from home' policy. Subject to the status of the
COVID-19 pandemic and related Government policy and guidelines, it
is expected that the team will recommence working from the Madrid
and Retortillo offices in October.
Despite the Spanish Government suspending the term of all
administrative and legal proceedings while the 'State of Alarm' was
active, the Spanish Administration was still functioning during
this time and Berkeley was able to maintain regular communication
with the relevant officials from the NSC and the federal, regional
and local governments to ensure the permitting processes continued
to advance.
Results of Operations
The Consolidated Entity's net loss after tax for the year ended
30 June 2020 was $42,889,000 (2019: profit of $34,431,000).
Significant items contributing to the year end loss and substantial
differences from the previous year include the following:
(i) Exploration and evaluation expenses of $5,779,000 (2019:
$8,541,000), 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
the successful completion of definitive feasibility studies and
permitting for each separate area of interest.
(ii) Business development expenses of $983,000 (2019: $
1,295,000 ) which includes the Group's investor relations
activities including but not limited to public relations costs,
marketing and digital marketing, broker fees, travel costs,
conference fees, business development consultant fees and stock
exchange admission fees .
(iii) Non-cash share-based payment expense of $62,000 (2019:
gain of $1,918,000) 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 (which for Performance Rights is generally the life
of the security).
(iv) Non-cash fair value loss of $41,116,000 (2019: gain of
$38,120,000) of the convertible note and unlisted options issued to
the Oman Investment Authority ("OIA") (formerly the Oman Sovereign
Wealth Fund or SGRF) ('OIA Options'). These financial liabilities
increase or decrease in value as the share price of the Company
fluctuates. With the share price increasing substantially during
the year, the size of financial liability has increased
substantially resulting in a large fair value loss for the year.
During the period, the Company also revised its assumptions to
convert the convertible note and assumed it will convert at GBP0.27
rather than GBP0.50, in line with the Company's share price at 30
June 2020. This has also contributed to the increased financial
liability in 2020 compared to 2019. As the convertible note and OIA
Options convert into shares, the liabilities will be reclassified
to equity.
Commercially, the intentions of both OIA and the Company prior
to completing the convertible note transaction in 2017 was to enter
into an equity arrangement. The Company has however complied with
the accounting standards and accounted for the convertible note as
a financial liability.
Under the ASX Listing Rules, the convertible note and OIA
Options are defined as equity securities.
Due to the conversion terms of the convertible note leading to
the issuance of a variable number of ordinary shares in the Company
in return for conversion of the convertible note, the Company is
required under the accounting standards to account for the
convertible note as a current financial liability at fair value
through profit and loss, despite the Company having no obligation
to extinguish the convertible note using its cash resources.
(v) Recognition of interest income of $1,480,000 (2019:
$2,340,000). The decrease in interest is a direct result of lower
interest rates following lower global interest rates due to market
conditions and the impacts of COVID-19.
Financial Position
At 30 June 2020, the Group is in an extremely good financial
position with cash reserves of $91,767,000 (2019: $96,587,000).
The Group had net assets of $36,211,000 at 30 June 2020 (2019:
$79,648,000), a decrease of 55% compared with the previous year.
This decrease is consistent with the increase in the value of the
derivative financial liabilities (the convertible note and OIA
Options).
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 to progress permitting and maintain the required
licences to develop and operate at the Salamanca mine
-- Advance the Salamanca mine through the development phase into
the main construction phase and then into production;
-- Progress with seeking further offtake partners. The Company
has maintained its preference to combine fixed and market related
pricing across its contracts in order to secure positive margins in
the early years of production whilst ensuring the Company remains
exposed to potentially higher prices in the future; and
-- Assess other mine development opportunities at the Salamanca mine.
As with any other mining projects, 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.
T he 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:
Mining licences and government approvals required - With the
mining licence, environmental licence and the UL already obtained
at the Salamanca mine, the only major approval to commence full
construction at the Salamanca mine is NSC II.
However, various appeals have also been made against the permits
and approvals discussed above, as allowed for under Spanish law,
and the Company expects that further appeals will be made against
these and future authorisations and approvals in the ordinary
course of events. Whilst none of these appeals have been finally
determined, no precautionary or interim measures have been granted
in relation to the appeals regarding the award of licences and
authorisations at the Salamanca mine to date. However, the
successful development of the Salamanca mine will be dependent on
the granting of all permits and licences necessary for the
construction and production phases, in particular the award NSC II
which will allow for the construction of the plant as a radioactive
facility.
The Company has to date received more than 120 favourable
reports and permits for the development of the mine, 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
obtained, then this could have a material adverse effect on the
Group's financial performance, which may lead to a reduction in the
carrying value of assets and may materially jeopardise the
viability of the Salamanca mine and the price of its Ordinary
Shares.
Further, 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
Company closely monitors the status of its mining permits and
licences and works closely with the relevant Government departments
in Spain 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;
The Company's activities are subject to Government regulations
and approvals - Any material adverse changes in government policies
or legislation of Spain that affect uranium mining, processing,
development and mineral exploration activities, income tax laws,
royalty regulations, government subsidies and environmental issues
may affect the viability and profitability of the Salamanca mine.
No assurance can be given that new rules and regulations will not
be enacted or that existing rules and regulations will not be
applied in a manner which could adversely impact the Group's
mineral properties;
Additional requirements for capital - The issue of the US$65
million Convertible Note and OIA Options to OIA has provided the
Company the funds to complete the upfront capital items at the
Salamanca mine, subject to the OIA Options being exercised early.
Due to delays in the receipt of NSC II, the Company has been
funding its ongoing working capital requirements which has reduced
the amount available to fund full construction. This position will
continue for so long as NSC II remains outstanding, unless the OIA
Options are exercised early. As a result of the delay, the Company
expects that following receipt of NSC II and in order to fully fund
the full construction of the Salamanca mine into steady state
production, it will be required to raise additional funding in
order to meet the capital costs of the mine development and to fund
working capital until positive cash flows are achieved;
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 mine will be
dependent upon the price of uranium being adequate to make these
properties economic. The Company currently does not engage in any
hedging or derivative transactions to manage commodity price risk,
but as the Company's Project advances, this policy will be reviewed
periodically;
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.
DIRECTORS
The names of Directors in office at any time during the
financial year or since the end of the financial year are:
Current Directors
Mr Ian Middlemas Chairman
Mr Robert Behets Non-Executive Director (Acting Managing Director)
Mr Deepankar Panigrahi Non-Executive Director
Mr Nigel Jones Non-Executive Director
Mr Adam Parker Non-Executive Director
Former Directors
Mr Paul Atherley Managing Director and CEO (resigned effective 11 July 2019)
Unless otherwise disclosed, Directors held their office from 1
July 2019 until the date of this report.
CURRENT DIRECTORS AND OFFICERS
Ian Middlemas
Chairman
Qualifications - B.Com, CA
Mr Middlemas is a Chartered Accountant, a member of the
Australian Institute of Company Directors and holds a Bachelor of
Commerce degree. He worked for a large international Chartered
Accounting firm before joining the Normandy Mining Group where he
was a senior group executive for approximately 10 years. He has had
extensive corporate and management experience, and is currently a
director with a number of publicly listed companies in the
resources sector.
Mr Middlemas was appointed a Director and Chairman of Berkeley
Energia Limited on 27 April 2012. During the three year period to
the end of the financial year, Mr Middlemas has held directorships
in Constellation Resources Limited (November 2017 - present),
Apollo Minerals Limited (July 2016 - present) , Paringa Resources
Limited (October 2013 - present), Prairie Mining Limited (August
2011 - present), Salt Lake Potash Limited (January 2010 - present),
Equatorial Resources Limited (November 2009 - present), Piedmont
Lithium Limited (September 2009 - present), Sovereign Metals
Limited (July 2006 - present), Odyssey Energy Limited (September
2005 - present) and Cradle Resources Limited (May 2016 - July 2019)
.
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 Energy Limited
(August 2020 - present), Constellation Resources Limited (June 2017
- present), Apollo Minerals Limited (October 2016 - present),
Equatorial Resources Limited (February 2016 - present), Piedmont
Lithium Limited (February 2016 to May 2018) and Cradle Resources
Limited (May 2016 to July 2017).
Deepankar Panigrahi
Non-Executive Director
Qualifications - MS, MBA
Mr Panigrahi is an Investment Manager in the Private Equity
division of OIA and has extensive experience across a variety of
sectors and geographies covering all stages of the private equity
process, including post investment management. Mr Panigrahi holds
an Undergraduate and Master's degree in Economics with Distinction
and Honours from the University of Michigan followed by an MBA from
Cambridge University.
Mr Panigrahi was appointed a director of the Company on 30
November 2017. Mr Panigrahi has not been a Director of another
listed company in the three years prior to the end of the financial
year.
Nigel Jones
Non-Executive Director
Qualifications - MA
Mr Jones has thirty years' experience in the international
mining sector. He has considerable corporate development and
marketing expertise, including being responsible for the
negotiation of key uranium supply agreements for Rio Tinto.
Mr Jones has spent two decades at Rio Tinto, where he currently
holds the position of Managing Director of the Simandou iron ore
project. In previous roles he was Global Head of Business
Development, Managing Director of Rio Tinto Marine, Head of
Investor Relations and Marketing Director, Uranium.
From 2017 to 2019, Mr Jones held the role of Head of Private
Side Capital Markets at ICBC Standard Bank, leading the investment
banking division of the global markets subsidiary of Industrial and
Commercial Bank of China, the world's largest bank by assets.
Mr Jones holds a Master's degree in Modern Languages from Oxford
University and is an alumnus of London Business School where he
completed its Corporate Finance Programme.
Mr Jones was appointed a Director of Berkeley Energia Limited on
7 June 2017. Mr Jones has not been a Director of another listed
company in the three years prior to the end of the financial
year.
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.
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.
Dylan Browne
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 Apollo Minerals Limited, Prairie Mining Limited and
Papillon Resources Limited. Mr Browne successfully listed Prairie
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
LSE and the Madrid, Barcelona, Bilboa and Valencia Stock Exchanges.
Mr Browne was appointed Company Secretary of the Company on 29
October 2015.
OTHER KMP
Francisco Bellón del Rosal (Francisco Bellón)
Chief Operations Officer
Qualifications - M.Sc, MAusIMM
Mr Bellón is a Mining Engineer specialising in mineral
processing and metallurgy with over 20 years' experience in
operational and project management roles in Europe, South America
and West Africa. He held various senior management roles with TSX
listed Rio Narcea Gold Mines during a 10 year career with the
company, including Plant Manager for El Valle/Carles process
facility and Operations Manager prior to its acquisition by Lundin
Mining in 2007. During this period, Mr Bellón was involved in the
development, construction, commissioning and production phases of a
number of mining operations in Spain and Mauritania including El
Valle-Boinás / Carlés (open pit and underground gold-copper mines
in northern Spain), Aguablanca (open pit nickel-copper mine in
southern Spain) and Tasiast (currently Kinross' world class open
pit gold mine in Mauritania). He subsequently joined Duro Felguera,
a large Spanish engineering house, where as Manager of the Mining
Business, he managed the peer review, construction and
commissioning of a number of large scale mining operations in West
Africa and South America in excess of US$1 billion. Mr Bellón
joined Berkeley Energia Limited in May 2011.
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.
DIVIDS
No dividends have been declared, provided for or paid in respect
of the financial year ended 30 June 2020 (2019: nil).
EARNINGS PER SHARE
2020 2019
Cents Cents
--------------------------------------- ------- -------
Basic and diluted earnings/(loss) per
share (9.63) 9.58
--------------------------------------- ------- -------
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
Other than as disclosed below, there were no significant changes
in the state of affairs of the Consolidated Entity during the
year.
(i) On 11 July 2019, Mr Atherley resigned as Managing Director
and CEO of the Company to concentrate on his other investments in
the resource sector.
SIGNIFICANT EVENTS AFTER THE BALANCE DATE
(i) On 24 July 2020, the Company announced that the Board of the
NSC had issued a favourable report for the extension of the
validity of the NSC I for the uranium concentrate plant as a
radioactive facility at the Salamanca project; and
(ii) On 11 August 2020, the Company announced that the UL had
been granted by the Municipality of Retortillo under the terms
established in the Urbanism Law and Urban Planning Regulations of
Castilla y León for the Salamanca project; and
(iii) On 25 August 2020, pursuant to the terms of the OIA
convertible note, the Company elected to extend the mine
commissioning date to 30 November 2021. Under the terms of the
convertible note, if mine commissioning has not occurred by 30
November 2020, then the convertible note will automatically convert
into shares at the lower of GBP0.50 per share or the last trading
price of the Company's shares on LSE at the relevant time, subject
the floor price of GBP0.27 per share.
Other than as outlined above, as at the date of this report
there are no matters or circumstances, which have arisen since 30
June 2020 that have significantly affected or may significantly
affect:
-- the operations, in financial years subsequent to 30 June 2020, of the Consolidated Entity;
-- the results of those operations, in financial years
subsequent to 30 June 2020, of the Consolidated Entity; or
-- the state of affairs, in financial years subsequent to 30
June 2020, of the Consolidated Entity.
ENVIRONMENTAL REGULATION AND PERFORMANCE
The Consolidated Entity's operations are subject to various
environmental laws and regulations under the relevant government's
legislation. Full compliance with these laws and regulations is
regarded as a minimum standard for all operations to achieve.
Instances of environmental non-compliance by an operation are
identified either by external compliance audits or inspections by
relevant government authorities.
There have been no significant known breaches by the
Consolidated Entity during the financial year.
In September 2012, Berkeley qualified for certification in
accordance with ISO 14001 of Environmental Management, which sets
out the criteria for an environmental management system, and UNE
22480 of Sustainable Mining Management, which allows for the
systematic monitoring and tracking of sustainability indicators,
and is useful in the establishment of targets for constant
improvement. These certificates are renewed following completion of
audits established by the regulations, with the most recent renewal
audit successfully completed in July 2018. In addition, the Company
obtained the certification on the OHSAS 18001 in September 2018,
which set up the criteria for the health and safety management
system at the Salamanca project site. The migration from OHSAS
18001 to ISO 45001 is underway and will be completed in the prior
to the end of 2020.
INFORMATION ON DIRECTORS' INTERESTS IN SECURITIES OF
BERKELEY
Interest in Securities at the Date of this Report
Current Directors Ordinary Shares(i) Incentive Options(ii) Performance Rights(iii)
--------------------- ------------------- ---------------------- ------------------------
Ian Middlemas 9,300,000 - -
Deepankar Panigrahi - - -
Nigel Jones 35,000 - -
Adam Parker 200,000 - -
Robert Behets 2,490,000 2,000,000 -
--------------------- ------------------- ---------------------- ------------------------
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
(iii) 'Performance Rights' means the right to subscribe to one
Ordinary Share in the capital of the Company upon the completion of
specific performance milestones by the Company.
SHARE OPTIONS AND PERFORMANCE RIGHTS
At the date of this report the following unlisted securities
have been issued over unissued Ordinary Shares of the Company:
-- 200,000 Performance Rights expiring on 31 December 2021;
SHARE OPTIONS AND PERFORMANCE RIGHTS (Continued)
-- 3,700,000 Incentive Options exercisable at $0.35 each on or before 31 December 2022;
-- 3,700,000 Incentive Options exercisable at $0.40 each on or before 31 December 2023;
-- A convertible note with a principal amount US$65 million
convertible between 100,880,000 and 186,815,000 shares at a price
between GBP0.50 and GBP0.27 per share expiring 30 November 2021
('Convertible Note'); and
-- OIA Options as follows:
-- 10,089,000 unlisted options exercisable at GBP0.60 each,
vesting on conversion of the Convertible Note and expiring the
earlier of 12 months after vesting or on 30 November 2022;
-- 15,133,000 unlisted options exercisable at GBP0.75 each,
vesting on conversion of the Convertible Note and expiring the
earlier of 18 months after vesting or on 30 May 2023; and
-- 25,222,000 unlisted options exercisable at GBP1.00 each,
vesting on conversion of the Convertible Loan Note and expiring the
earlier of 24 months after vesting or on 30 November 2023.
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 2020, 130,000 Ordinary Shares were issued as
a result of the conversion of Performance Rights. No Ordinary
Shares were issued as a result of the exercise or conversion of
Incentive Options, the Convertible Note or OIA 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 or conversion of Incentive Options, Performance Rights,
OIA Options or Convertible Note.
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 2020, and the number of meetings attended by each
director. During the year the Board resolved to establish a
Remuneration and Nomination Committee.
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 - -
Deepankar Panigrahi 3 3 - -
Nigel Jones 3 3 - -
Adam Parker 3 3 - -
Robert Behets 3 3 - -
--------------------- -------------------------- ---------------- -------------------------- ----------------
Notes
(i) Remuneration and Nomination Committee meetings are generally
considered and approved by means of written resolutions of
committee members.
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:
Current Directors
Mr Ian Middlemas Chairman
Mr Robert Behets Non-Executive Director (Acting Managing Director)
Mr Deepankar Panigrahi Non-Executive Director
Mr Nigel Jones Non-Executive Director
Mr Adam Parker Non-Executive Director
Former Directors
Mr Paul Atherley Managing Director and CEO (resigned effective
11 July 2019)
Current KMP
Mr Francisco Bellón Chief Operations Officer
Mr Dylan Browne Company Secretary
Former KMP
Mr Sean Wade Chief Commercial Officer (ceased 25 January 2020)
There were no other key management personnel of the Company or
the Group. Unless otherwise disclosed, the Key Management Personnel
held their position from 1 July 2019 until the date of this
report.
Remuneration Policy
The remuneration policy for the Group's KMP has been developed
by the Board taking into account the size of the Group, the size of
the management team for the Group, the nature and stage of
development of the Group's current operations and market conditions
and comparable salary levels for companies of a similar size and
operating in similar sectors.
In addition to considering the above general factors, the Board
has also placed emphasis on the following specific issues in
determining the remuneration policy for key management
personnel:
-- the Group is currently focused on undertaking 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 consist of three independent non-executive
directors being Mr Parker (as Chair), Mr Jones 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 new long-term incentive plan
('Plan').
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 are entitled to an annual cash bonus upon achieving
various key performance indicators ('KPI's'), as set by the Board.
Having regard to the current size, nature and opportunities of the
Company, the Board has determined that these KPI's will include
measures such as successful completion of exploration activities
(e.g. completion of exploration programmes within budgeted
timeframes and costs), development activities (e.g. completion of
feasibility studies 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. During the financial year no bonus (2019: nil) was paid, or is
payable to KMP.
Performance Based Remuneration - Long Term Incentive
The Group has adopted a Plan comprising the grant of Performance
Rights and/or Incentive Options to reward KMP and key employees and
contractors for long-term performance of the Company. Shareholders
approved the new Plan in November 2019.
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) Performance Rights
The Group has a Plan that provides for the issuance of 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.
T h e Plan e n ab l es t he Group t o: (a) re cru it, i n ce nti
v i se and r etain KMP and o t her k ey em p lo y ees and contr ac
t ors need ed to ac h ie ve the Gro u p 's b u si n e ss o b je cti
v es; ( b) li nk the re w ard of key s t aff w ith the a c hie v e
m ent of strate g ic g o a ls a nd t he long-t erm p erfo r ma n ce
of t he Grou p; (c) a l ign the fi n a n ci al i ntere st of pa rti
c ip a nts of the Plan w ith th o se of Sha r eho ld ers; a nd (d)
pro v ide in c en t i v es to parti c i pan ts of t he Plan to fo c
us on su p erior perfo r ma n ce t hat crea t es S ha r ehol d er v
al u e.
Perform an ce Rig hts g r anted u nder the Pl an to e li g ib le
part i c i pan ts w ill be l in k ed to the ac hi e v ement by the
Group of c erta in perfo r m a nce c on d iti ons as d ete r min ed
by t he Bo ard fr om ti me to ti me. T hese perfo r ma n ce c o ndi
t io ns must be s ati sfi ed in order for t he Perf orm an ce Ri gh
ts to v es t. Up on P erfo r ma n ce R igh ts v esti ng, Ord inary
S hares are a uto mati c a lly i s s ued for no c on s ide r ati o
n. If a p erfo r m a nce c o ndi t ion of a Perfo r m a n ce Rig ht
is not a ch i e v ed by the e x piry date t hen t he Pe rform a nce
Right w ill la p se.
During the f ina n c i al y ear, no Perf orm an ce Righ ts were
gran t ed to KM P and key employees. No Pe rform a nce Rig hts w
ere converted during the fi n an c ial y ear. 2,720,000 Performance
Rights pre v io u
sly g r anted to K MP were forfeited/cancelled duri ng t he fina n ci al y ear.
(ii) Incentive Options
The Plan also enables the Group to issue 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.
Other than service-based vesting conditions (if any) and the
exercise price required to exercise the Incentive Options, there
are no additional performance criteria on the Unlisted Options
granted to executives, as given the speculative nature of the
Company's activities and the small management team responsible for
its running, it is considered the performance of the KMP and the
performance and value of the Group are closely related.
The Company prohibits executives entering into arrangements to
limit their exposure to Incentive Options granted as part of their
remuneration package.
During the f ina n c i al y ear, 7,400,000 Incentive Options
were gran t ed to KM P and key employees under the Plan. No
Incentive Options w ere exercised during the fi n an c ial y
ear.
Performance Based Remuneration - Long Term Incentive
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 (2019:
$50,000) (including post-employment benefits).
Fees for Non-Executive Directors' were set at $45,000 per annum
(2019: $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 2020 financial year, no Incentive Options or
Performance Rights were granted to Non-Executive Directors, other
than to Mr Behets who is currently acting as Managing Director.
The Company prohibits Non-Executive Directors entering into
arrangements to limit their exposure to Incentive Options granted
as part of their remuneration package.
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.
Relationship between Remuneration of KMP and Earnings
As discussed above, the Group is currently undertaking
exploration and development activities, and does not expect to be
undertaking profitable operations until sometime after the
successful commercialisation, production and sales of commodities
from one or more of its current projects.
Accordingly, the Board does not consider earnings during the
current and previous four financial years when determining, and in
relation to, the nature and amount of remuneration of KMP.
The maximum aggregate amount of fees that can be paid to
Non-Executive Directors is subject to approval by shareholders at a
General Meeting. Fees for Non-Executive Directors are not linked to
the performance of the economic entity. However, to align
Directors' interests with shareholder interests, the Directors are
encouraged to hold shares in the Company and Non-Executive
Directors have received Performance Rights and Incentive Options in
order to secure their services and as a key component of their
remuneration.
General
Where required, KMP receive superannuation contributions (or
foreign equivalent), currently equal to 9.5% of their salary, and
do not receive any other retirement benefit. From time to time,
some individuals have chosen to sacrifice part of their salary to
increase payments towards superannuation.
All remuneration paid to KMP is valued at cost to the Company
and expensed. Incentive Options and Performance Rights are valued
using an appropriate valuation methodology. The value of these
Incentive Options and Performance Rights is expensed over the
vesting period.
KMP Remuneration
Details of the nature and amount of each element of the
remuneration of each Director and other KMP of the Company or Group
for the financial year are as follows:
Short-term Benefits Non-Cash Percentage
----------------------------------- -------------
Post
Employ-ment Share-Based
Benefits Payments
of Total
Other Remunerat-ion
Non-Cash that Consists Percent-age
Salary Cash Benefits of Options/ Perform-ance
& Fees Incentive (4) (5) (6) Total Rights Related
2020 $ $ $ $ $ $ % %
------------ ----------- ---------- ---------- ------------ ------------- ---------- -------------- -------------
Directors
Ian
Middlemas 45,600 - - 4,332 - 49,932 - -
Deepankar
Panigrahi 45,000 - - - - 45,000 - -
Nigel Jones 45,000 - - - - 45,000 - -
Adam Parker 60,000 - - - - 60,000 - -
Robert
Behets 251,685 - - 3,903 102,352 357,940 28.6 -
Paul
Atherley(1) 448,130(1) - - - - 448,130 - -
Other KMP -
Francisco
Bellón 319,659 - 52,780 25,263 27,374 425,076 6.4 -
Dylan
Browne(2) - - - - 9,581 9,581 100.0 -
Sean Wade(3) 219,331 - - - (148,321) 71,010 - -
Total 1,434,405 - 52,780 33,498 (9,014) 1,511,669
============ =========== ========== ========== ============ ============= ========== ============== =============
Notes
(1) Mr Atherley resigned effective 11 July 2019. Includes
cessation payment of 12 months consultancy fee.
(2) From 1 July 2019, Mr Browne provided services as the Company
Secretary through a services agreement with Apollo Group Pty Ltd
("Apollo Group"). During the year, Apollo Group was paid or is
payable A$258,000 for the provision of serviced office facilities
and administrative, accounting, company secretarial and transaction
services to the Group
(3) Mr Wade ceased as Chief Commercial Offer on 25 January
2020.
(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 Performance Rights or Incentive Options
issued.
Short-term Benefits Non-Cash Percentage
---------------------------------- -------------
Share-Based
Payments
of Total
Other Post Remunerat-ion
Non-Cash Employ-ment that Consists Percent-age
Salary Cash Benefits Benefits of Options/ Perform-ance
& Fees Incentive (1) (2) (3) Total Rights Related
2019 $ $ $ $ $ $ % %
------------ ---------- ---------- ---------- ------------ ------------- ---------- -------------- -------------
Directors
Ian
Middlemas 45,600 - - 4,332 - 49,932 - -
Paul
Atherley 497,372 - - - (620,817) (123,445) - -
Deepankar
Panigrahi 45,000 - - - - 45,000 - -
Nigel Jones 45,000 - - - - 45,000 - -
Adam Parker 60,000 - - - - 60,000 - -
Robert
Behets 41,096 - - 3,904 (135,262) (90,262) - -
Other KMP - -
Francisco
Bellón 308,134 - 50,442 23,446 (410,483) (28,461) - -
Sean Wade 328,909 - - - 309,821 638,730 48.6 48.6
Dylan Browne 106,775 - - 9,500 (139,774) (23,499) - -
Total 1,477,886 - 50,442 41,182 (996,515) 572,995
============ ========== ========== ========== ============ ============= ========== ============== =============
Notes
(1) Other Non-Cash Benefits includes payments made for housing
and car benefits.
(2) Contains statutory superannuation and social security.
(3) Share-based payments are measured for by using a
Black-Scholes option pricing valuation method and are expensed over
the vesting period of the Performance Rights or Incentive Options
issued. Performance Rights are linked to the achievement by the
Company of certain performance conditions as determined by the
Board from time to time with the Performance Rights only of any
value to the holder if the performance conditions are satisfied
prior to the expiry of the respective Performance Rights. During
the financial year, 3,603,000 Performance Rights previously granted
to KMP were forfeited and as such the previously recognised expense
was reversed.
Incentive Options and Performance Rights Granted to KMP
Details of the value of Incentive Options and Performance Rights
granted, exercised or lapsed for KMP of the Group during the year
ended 30 June 2020 are as follows:
Value of Value of
Value of options options
options & rights & rights
& rights exercised/ included
granted(1) lapsed(1) in remuneration
No. of
No. of No. of options
options options & rights
& rights & rights exercised/
2020 granted vested lapsed $ $ $
--------------- ---------- ---------- ------------ ------------ ------------ -----------------
Directors
Paul Atherley - - (1,050,000) - (419,000) -
Robert Behets 2,000,000 2,000,000 (240,000) 102,352 (74,160) 102,352
Other KMP
Francisco
Bellón 2,000,000 - (750,000) 102,352 (288,250) 27,374
Dylan Browne 700,000 - (180,000) 35,823 (84,600) 9,581
Sean Wade - 130,000 (500,000) - (370,000) (148,321)
--------------- ---------- ---------- ------------ ------------ ------------ -----------------
Notes
(1) Values determined at the grant date per AASB 2. For details
on the valuation of Incentive Options and Performance Rights,
including models and assumptions used, please refer to Note 18 of
the financial statements
Details of Incentive Options granted by the Company to each KMP
of the Group during the financial year are as follows:
Grant
Exercise date fair
Price value(1)
Grant Expiry Vesting Number
2020 Options date date date $ $ granted
--------------- --------- -------- -------- --------- --------- ----------- ----------
Other KMP
18 Feb 31 Dec 18 Feb
Robert Behets Options 2020 22 2020 0.35 0.047 1,000,000
18 Feb 31 Dec 18 Feb
Options 2020 22 2020 0.40 0.055 1,000,000
Francisco 18 Feb 31 Dec 17 Feb
Bellón Options 2020 22 2021 0.35 0.047 1,000,000
18 Feb 31 Dec 17 Feb
Options 2020 22 2021 0.40 0.055 1,000,000
18 Feb 31 Dec 17 Feb
Dylan Browne Options 2020 22 2021 0.35 0.047 350,000
18 Feb 31 Dec 17 Feb
Options 2020 22 2021 0.40 0.055 350,000
--------- -------- -------- ------------------------- --------- ----------- ----------
Notes
(1) For details on the valuation of Incentive Options and
Performance Rights, including models and assumptions used, please
refer to Note 18 of the financial statements.
(2) Incentive Options were issued to (a) re cru it, i n ce nti v
i se and r etain the KMP to ac h ie ve the Gro u p 's b u si n e ss
o b je cti v es; ( b) li nk the re w ard of the KMP w ith the a c
hie v e m ent of strate g ic g o a ls a nd t he long-t erm p erfo r
ma n ce of t he Grou p; (c) a l ign the fi n a n ci al i ntere st
of the KMP w ith th o se of Sha r eho ld ers; a nd (d) pro v ide in
c en t i v es to the KMP to fo c us on su p erior perfo r ma n ce t
hat crea t es S ha r ehol d er v al u e.
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.
Mr Nigel Jones and Mr Panigrahi, Non-Executive Directors, have
letters of appointment with Berkeley Energia Limited dated 5 June
2017 and 30 September 2018 respectively confirming the terms and
conditions of his appointment. Both receive a fee of $45,000 per
annum.
Mr Adam Parker, Non-Executive Director, has a letter of
appointment with Berkeley Energia Limited 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.
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.
Current other KMP
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. In
addition to the notice period, Mr Bellón will also be entitled to
receive an amount equivalent to statutory unemployment benefits
(approximately EUR 25,000) and statutory severance benefits
(equivalent to 45 days remuneration per year worked from 9 May 2011
to 11 February 2012, and 33 days remuneration per year worked from
12 February 2012 until termination). No amount is payable in the
event of termination for neglect of duty or gross misconduct. Mr
Bellón receives a fixed remuneration component of EUR190,000 per
annum plus compulsory social security contributions regulated by
Spanish law, as well as the provision of accommodation in Salamanca
and a motor vehicle.
Equity instruments held by Key Management Personnel
Incentive Options and Performance Rights holdings of KMP
Vested Vested and
Held at Granted as securities Held at exerciseable at
2020 1 July 2019 Compen-sation exercised Expired 30 June 2020 30 June 2020
------------------ ------------- ----------------- ---------------- ------------ -------------- ----------------
Directors
Ian Middlemas - - - - -
Paul Atherley 1,050,000 (1,050,000) -(1)
Deepankar -
Panigrahi - - - - -
Nigel Jones - - - - - -
Adam Parker - - - - - -
Robert Behets 240,000 2,000,000 (240,000) 2,000,000 2,000,000
Other KMP
Francisco
Bellón 750,000 2,000,000 (750,000) 2,000,000 -
Sean Wade 630,000 - (130,000) (500,000) -(2) -
Dylan Browne 180,000 700,000 - (180,000) 700,000 -
------------------ ------------- ----------------- ---------------- ------------ -------------- ----------------
Notes
(1) As at cessation date being 11 July 2019.
(2) As at cessation date being on 25 January 2020 .
Shareholdings of KMP
Held at Options Held at
1 July Granted exercised/Rights On market 30 June
2020 2019 as Compensation converted purchase/(sale) 2020
--------------- ---------- ----------------- ------------------ ----------------- -------------
Directors
Ian Middlemas 9,300,000 - - - 9,300,000
Paul Atherley 3,193,622 - - - 3,193,622(1)
Deepankar
Panigrahi - - - - -
Nigel Jones 35,000 - - - 35,000
Adam Parker 200,000 - - - 200,000
Robert Behets 2,490,000 - - - 2,490,000
Other KMP
Francisco
Bellón 1,150,000 - - - 1,150,000
Sean Wade 60,000 - 130,000 - 190,000(2)
Dylan Browne - - - - -
--------------- ---------- ----------------- ------------------ ----------------- -------------
Notes
(1) As at cessation date being 11 July 2019.
(2) As at cessation date being on 25 January 2020 .
End of Remuneration Report.
AUDITOR'S AND OFFICERS' INDEMNITIES AND INSURANCE
Under the Constitution the Company is obliged, to the extent
permitted by law, to indemnify an officer (including Directors) of
the Company against liabilities incurred by the officer in that
capacity, against costs and expenses incurred by the officer in
successfully defending civil or criminal proceedings, and against
any liability which arises out of conduct not involving a lack of
good faith.
During the financial year, the Company has paid an insurance
premium to insure Directors and officers of the Company against
certain liabilities arising out of their conduct while acting as a
Director or Officer of the Company. Under the terms and conditions
of the insurance contract, the nature of liabilities insured
against cannot be disclosed.
To the extent permitted by law, the Company has agreed to
indemnify its auditors, Ernst & Young, as part of the terms of
its audit engagement agreement against claims by third parties
arising from the audit (for an unspecified amount). No payment has
been made to indemnify Ernst & Young during or since the
financial year.
NON-AUDIT SERVICES
During the year, the Company's auditor, Ernst & Young,
received, or is due to receive, $88,000 (2019: $52,000) 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').
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 INDEPENCE DECLARATION
The auditor's independence declaration is on page 58 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
25 September 2020
Forward Looking Statement
Statements regarding plans with respect to Berkeley's mineral
properties are forward-looking statements. There can be no
assurance that Berkeley's plans for development of its mineral
properties will proceed as currently expected. There can also be no
assurance that Berkeley will be able to confirm the presence of
additional mineral deposits, that any mineralisation will prove to
be economic or that a mine will successfully be developed on any of
Berkeley's mineral properties.
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE
INCOME
FOR THE YEARED 30 JUNE 2020
Note 2020 2019
$000 $000
------------------------------------------------------------------------------------------- ---- -------- -------
Interest income 2 1,480 2,340
Exploration and evaluation expenses (5,779) (8,541)
Business development expenses (983) (1,278)
Corporate and administration expenses (1,155) (1,928)
Share-based payment expenses 18 (62) 1,918
Fair value movement on financial liabilities 3 (41,116) 38,120
Foreign exchange movements 4,726 3,800
Profit/(Loss) before income tax (42,889) 34,431
Income tax benefit/(expense) 0 - -
------------------------------------------------------------------------------------------- ---- -------- -------
Profit/(Loss) after income tax (42,889) 34,431
------------------------------------------------------------------------------------------- ---- -------- -------
Other comprehensive income, net of income tax:
Items that may be classified subsequently to profit or loss:
Exchange differences arising on translation of foreign operations (538) 382
------------------------------------------------------------------------------------------- ---- -------- -------
Other comprehensive income, net of income tax (538) 382
------------------------------------------------------------------------------------------- ---- -------- -------
Total comprehensive profit/(loss) for the year attributable to Members of Berkeley Energia
Limited (43,427) 34,813
=========================================================================================== ==== ======== =======
Basic and diluted earnings/(loss) per share (cents per share) 21 (9.63) 9.58
------------------------------------------------------------------------------------------- ---- -------- -------
The above Consolidated Statement of Profit or Loss and Other
Comprehensive Income should be read in conjunction with the
accompanying Notes
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2020
Note 2020 2019
$000 $000
--------------------------------- ---- --------- --------
ASSETS
Current Assets
Cash and cash equivalents 22 91,767 96,587
Other receivables 6 1,436 1,661
Total Current Assets 93,203 98,248
--------------------------------- ---- --------- --------
Non-current Assets
Exploration expenditure 7 8,293 8,274
Property, plant and equipment 8 12,855 12,858
Other financial assets 9 617 540
--------------------------------- ---- --------- --------
Total Non-current Assets 21,765 21,672
--------------------------------- ---- --------- --------
TOTAL ASSETS 114,968 119,920
--------------------------------- ---- --------- --------
LIABILITIES
Current Liabilities
Trade and other payables 10 1,158 1,952
Derivative financial liabilities 11 76,747 37,756
Other financial liabilities 12 852 564
Total Current Liabilities 78,757 40,272
--------------------------------- ---- --------- --------
TOTAL LIABILITIES 78,757 40,272
--------------------------------- ---- --------- --------
NET ASSETS 36,211 79,648
================================= ==== ========= ========
EQUITY
Equity attributable to equity
holders of the Company
Issued capital 13 169,829 169,736
Reserves 14 (1,116) (531)
Accumulated losses (132,502) (89,557)
--------------------------------- ---- --------- --------
TOTAL EQUITY 36,211 79,648
================================= ==== ========= ========
The above Consolidated Statement of Financial Position should be
read in conjunction with the accompanying Notes
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEARED 30 JUNE 2020
Issued Share- Foreign Accumulated Total
Capital Based Currency Losses Equity
Payments Translation
Reserve Reserve
$000 $000 $000 $000 $000
As at 1 July 2019 169,736 341 (872) (89,557) 79,648
Effect of adoption of
AASB 16 - - - (56) (56)
-------- ---------- ------------- ------------ ---------
Balance at 1 July 2019
- restated 169,736 341 (872) (89,613) 79,592
Total comprehensive
loss for the period:
Net profit/(loss) for
the year - - - (42,889) (42,889)
Other Comprehensive
Income:
Exchange differences
arising on translation
of foreign operations - - (538) - (538)
---------------------------- -------- ---------- ------------- ------------ ---------
Total comprehensive
income/(loss) - - (538) (42,889) (43,427)
---------------------------- -------- ---------- ------------- ------------ ---------
Issue of ordinary shares 110 - - - 110
Share issue costs (17) - - - (17)
Lapse of Performance
Rights - (109) - - (109)
Share-based payments
expense - 62 - - 62
As at 30 June 2020 169,829 294 (1,410) (132,502) 36,211
============================ ======== ========== ============= ============ =========
As at 1 July 2018 169,633 2,803 (1,254) (124,402) 46,780
Total comprehensive
loss for the period:
Net profit/(loss) for
the year - - - 34,431 34,431
Other Comprehensive
Income:
Exchange differences
arising on translation
of foreign operations - - 382 - 382
---------------------------- -------- ---------- ------------- ------------ ---------
Total comprehensive
income/(loss) - - 382 34,431 34,813
---------------------------- -------- ---------- ------------- ------------ ---------
Issue of ordinary shares 130 - - - 130
Share issue costs (27) - - - (27)
Forfeiture of Performance
Rights - (3,162) - - (3,162)
Lapse of Incentive Options - (414) - 414 -
Share-based payments
expense - 1,114 - - 1,114
As at 30 June 2019 169,736 341 (872) (89,557) 79,648
============================ ======== ========== ============= ============ =========
The above Consolidated Statement of Changes in Equity should be
read in conjunction with the accompanying Notes
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2020
Note 2020 2019
$000 $000
------------------------------------------- ---- ------- --------
Cash flows from operating activities
Payments to suppliers and employees (8,700) (10,612)
Interest received 1,499 2,678
22
Net cash outflow from operating activities (a) (7,201) (7,934)
------------------------------------------- ---- ------- --------
Cash flows from investing activities
Payments for property, plant and equipment (215) (1,254)
------------------------------------------- ---- ------- --------
Net cash outflow from investing activities (215) (1,254)
------------------------------------------- ---- ------- --------
Cash flows from financing activities
Transaction costs from issue of securities (2) (27)
Net cash (outflow)/inflow from financing
activities (2) (27)
------------------------------------------- ---- ------- --------
Net (decrease)/increase in cash and
cash equivalents held (7,418) (9,215)
Cash and cash equivalents at the beginning
of the financial year 96,587 100,935
Effects of exchange rate changes on
cash and cash equivalents 2,598 4,867
------------------------------------------- ---- ------- --------
Cash and cash equivalents at the end 22
of the financial year (b) 91,767 96,587
=========================================== ==== ======= ========
The above Consolidated Statement of Cash Flows should be read in
conjunction with the accompanying Notes
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
FR GLGDCSGDDGGC
(END) Dow Jones Newswires
September 29, 2020 02:55 ET (06:55 GMT)
Berkeley Energia (LSE:BKY)
Historical Stock Chart
From Feb 2024 to Mar 2024
Berkeley Energia (LSE:BKY)
Historical Stock Chart
From Mar 2023 to Mar 2024