Berkley Resources Inc.

EX-99.1 2 exhibit1.htm EX-99.1 Exhibit EX-99.1

Proxy

ANNUAL AND SPECIAL GENERAL MEETING OF SHAREHOLDERS OF BERKLEY RESOURCES INC. TO BE HELD AT THE TERMINAL CITY CLUB, 837 WEST HASTINGS STREET, VANCOUVER, BRITISH COLUMBIA ON MONDAY, JUNE 13, 2005 AT 9:30 O’CLOCK IN THE FORENOON [LOCAL TIME]

The undersigned Shareholder of the Company hereby appoints, Matthew Wayrynen, President and Director of the Company, or failing him, Louis Wolfin, Director of the Company, or , (print the name), as proxyholder for and on behalf of the Shareholder with the power of substitution to attend, act and vote for and on behalf of the Shareholder in respect of all matters that may properly come before the aforesaid meeting of the Shareholders of the Company (the “Meeting”) and a every adjournment thereof, to the same extent and with the same powers as if the undersigned Shareholder were present at the said Meeting, or any adjournment thereof.

You have the right to appoint a person or company to represent you at the Meeting, other than the persons designated above. See instructions on reverse.

The Shareholder hereby directs the proxyholder to vote the securities of the Company registered in the name of the Shareholder as specified herein.

Resolutions (For full details of each item, please see the enclosed Notice of Meeting and Information Circular)
1. Appointment of Auditor.
2. To authorize Directors to fix the Auditor’s remuneration.
3. To determine the number of directors at seven (7).
4. To elect as a Director:

Lloyd Andrews
Ronald D. Andrews
Lindsay Gorrill
James O’Byrne
Matthew Wayrynen
David Wolfin
Louis Wolfin

5. To consider and if thought fit, approve a special resolution to alter the Notice of Articles to remove the application of Pre-existing Company Provisions as more particularly described in the Information Circular.
6. To consider and if thought fit, approve a special resolution to alter the Articles of the Company to a new form of Articles as more particularly described in the Information Circular.
7. To consider and if thought fit, approve a special resolution to change the authorized share structure of the Company to an unlimited number of common shares without par value.
8.To amend the company’s 2003 Stock Option Plan (the “Plan”) by increasing the number of common shares reserved for issuance under the Plan from 1,350,000 shares to 1,939,000 shares.
9. To grant the proxyholder authority to vote at his/her discretion on any amendment to the previous resolutions, or any other matters which may properly come before the Meeting.

The undersigned Shareholder hereby revokes any proxy previously given to attend and vote at said Meeting.

SIGN HERE:
Please print name:
Date:
Number of Shares Represented by Proxy:

This proxy form must be signed and dated. See important information and instructions on reverse.

INSTRUCTIONS FOR COMPLETION OF PROXY

1. This Proxy is solicited by the Management of the Company.

2. This form of proxy (“Instrument of Proxy”) must be signed by you, the Shareholder, or by your attorney duly authorized by you in writing, or, in the case of a corporation, by a duly authorized officer or representative of the corporation; and if executed by an attorney, officer, or other duly appointed representative, the original or a notarial copy of the instrument so empowering such person, or such other documentation in support as shall be acceptable to the Chairman of the Meeting, must accompany the Instrument of Proxy.

3. If this Instrument of Proxy is not dated in the space provided, authority is hereby given by you, the Shareholder, for the proxyholder to date this proxy seven (7) calendar days after the date on which it was mailed to you, the Shareholder, by Computershare Trust Company of Canada.

4. A Shareholder who wishes to attend the Meeting and vote on the resolutions in person, may do so as follows:

(a) If you are a registered Shareholder: simply register with the scrutineer before the Meeting begins.

(b) If you are a Shareholder whose securities are held by a financial institution: using the reverse of this Instrument of Proxy, strike out the names of the management proxyholders shown and insert your name as the proxyholder in the blank space provided, indicate a voting choice for each resolution or, alternatively, leave the choices blank if you wish not to vote until the Meeting; and sign, date and return the Instrument of Proxy to the financial institution or its agent who will validate and file your votes with Computershare Trust Company of Canada. At the Meeting, a vote will be taken on each of the resolutions set out on this Instrument of Proxy and the Shareholder’s vote will be counted at that time.

5. A Shareholder who is not able to attend the Meeting in person but wishes to vote on the resolutions, may do the following:

(a) If you are a registered Shareholder:

(i) To appoint one of the management proxyholders named on the Instrument of Proxy, leave the wording appointing a nominee as is (i.e. do not strike out the management proxyholders shown and do not complete the blank space provided for the appointment of an alternate proxyholder). Where no choice is specified by a Shareholder with respect to a resolution set out in the Instrument of Proxy, a management appointee acting as a proxyholder will vote the resolution as if the Shareholder had specified an affirmative vote;

(ii) To appoint another proxyholder, who need not be a Shareholder of the Company to vote according to the Shareholder’s instructions, strike out the Management proxyholders shown and insert the name of the person you wish to represent you at the meeting in the space provided for an alternate proxyholder.

(b) If you are a Shareholder whose securities are held by a financial institution:

Complete this Instrument of Proxy and return it to your financial institution or its agent to validate and file your votes with Computershare Trust Company of Canada. Do not complete the blank space provided for the appointment of an alternate proxyholder unless that person will be able to attend the Meeting and vote on your behalf.

6. The securities represented by this Instrument of Proxy will be voted or withheld from voting in accordance with the instructions of the Shareholder on any poll of a resolution that may be called for and, if the Shareholder specifies a choice with respect to any matter to be acted upon, the securities will be voted accordingly. Further, if so authorized by this Instrument of Proxy, the securities will be voted by the appointed proxyholder with respect to any amendments or variations of any of the resolutions set out on the Instrument of Proxy or matters which may properly come before the Meeting as the proxyholder in its sole discretion sees fit.

7. If a registered Shareholder has submitted an Instrument of Proxy, the Shareholder may still attend the Meeting and may vote in person. To do so, the Shareholder must record his/her attendance with the scrutineer before the commencement of the Meeting and revoke, in writing, the prior votes.

To be represented at the Meeting, voting instructions must be DEPOSITED at the
office of “COMPUTERSHARE TRUST COMPANY OF CANADA” no later than forty eight
(48) hours (excluding Saturdays, Sundays and holidays) prior to the time of the
Meeting, or any adjournment thereof. The mailing address of Computershare
Trust Company of Canada is 9th Floor -100 University Avenue, Toronto, Ontario,
M5J 2Y1, and its fax number is 1-866-249-7775. General Shareholder Inquiries:

Telephone: 1-800-564-6253 or E-mail: careistryinfo@computershare.com

Berkley Resources Inc.

Suite 400 – 455 Granville Street

Vancouver, BC V6C 1T1

Tel.: (604) 682-3701

INFORMATION CIRCULAR

AS AT AND DATED APRIL 25, 2005

This Information Circular accompanies the Notice of the 2005 Annual and Special General Meeting of shareholders of Berkley Resources Inc. (hereinafter called the “Company”), and is furnished in connection with a solicitation of proxies for use at that Meeting and at any adjournment thereof.

REVOCABILITY OF PROXY

In addition to revocation in any other manner permitted by law, a proxy may be revoked by instrument in writing executed by the shareholder or his attorney authorized in writing, or if the shareholder is a corporation, by a duly authorized officer or attorney thereof, and deposited either at the registered office of the Company at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof, or, as to any matter in respect of which a vote shall not already have been cast pursuant to such proxy, with the Chairman of the Meeting on the day of the Meeting, or any adjournment thereof, and upon either of such deposits the proxy is revoked.

PERSONS OR COMPANIES MAKING THE SOLICITATION

THE ENCLOSED PROXY IS BEING SOLICITED BY

MANAGEMENT OF THE COMPANY

Solicitations will be made by mail and possibly supplemented by telephone or other personal contact to be made without special compensation by regular officers and employees of the Company. The Company may reimburse shareholders’ nominees or agents (including brokers holding shares on behalf of clients) for the cost incurred in obtaining from their principals authorization to execute forms of proxy. No solicitation will be made by specifically engaged employees or soliciting agents. The cost of solicitation will be borne by the Company.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The Company is authorized to issue 100,000,000 Common shares without par value. There is one class of shares only. There are issued and outstanding 9,698,977 Common shares. At a General Meeting of the Company, on a show of hands, every shareholder present in person and entitled to vote and every proxy holder duly appointed by a holder of a share who would have been entitled to vote shall have one vote and on a poll, every shareholder present in person or represented by proxy shall have one vote for each share of which such shareholder is the registered holder.

To the knowledge of the directors and senior officers of the Company, no person or company beneficially owns, directly or indirectly, or exercises control or direction over, voting securities carrying more than 10% of the outstanding voting rights of the Company other than:


Name	Number of Voting Securities		Percentage

Lisa Wayrynen		1,326,156		13.67	%

The directors have determined that all shareholders of record as of the 25^th day of April, 2005 will be entitled to receive notice of and to vote at the Meeting. Those shareholders so desiring may be represented by proxy at the Meeting. The instrument of proxy, and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof, must be deposited either at the office of the Registrar and Transfer Agent of the Company, Computershare Trust Company of Canada, 9^th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1 or at the Head Office of the Company at Suite 400 – 455 Granville Street, Vancouver, British Columbia, V6C 1T1 not less than 48 hours, Saturdays and holidays excepted, prior to the time of the holding of the Meeting or any adjournment thereof.

BENEFICIAL HOLDERS

Only registered shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Most shareholders of the Company are “non-registered” or “beneficial” shareholders because the shares they own are not registered in their names, but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the shares. More particularly, a person is not a registered shareholder in respect of shares which are held on behalf of that person (the “Beneficial Holder”) but which are registered either: (a) in the name of an intermediary (an “Intermediary”) that the Beneficial Holder deals with in respect of the shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSP’s, RRIF’s, RESPs and similar plans); or (b) in the name of a clearing agency (such as The Canadian Depository for Securities Limited (“CDS”)) of which the Intermediary is a participant. In accordance with the requirements of National Instrument 54-101 of the Canadian Securities Administrators, the Company has distributed copies of the Notice of Meeting, this Information Circular and the Proxy (collectively, the “Meeting Materials”) to the clearing agencies and Intermediaries for onward distribution to Beneficial Holders.

Intermediaries are required to forward the Meeting Materials to Beneficial Holders unless a Beneficial Holder has waived the right to receive them. Very often, Intermediaries will use service companies to forward the Meeting Materials to Beneficial Holders. Generally, Beneficial Holders who have not waived the right to receive Meeting Materials will either:

(a) be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of shares beneficially owned by the Beneficial Holder but which is otherwise not completed. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the Beneficial Holder when submitting the proxy. In this case, the Beneficial Holder who wishes to submit a proxy should otherwise properly complete the form of proxy and deposit it with the Company’s transfer agent as provided above; or

(b) more typically, be given a voting instruction form which is not signed by the Intermediary, and which, when properly completed and signed by the Beneficial Holder and returned to the Intermediary or its service company, will constitute voting instructions (often called a “proxy authorization form”) which the Intermediary must follow. Typically, the proxy authorization form will consist of a one page pre-printed form. Sometimes, instead of the one page pre-printed form, the proxy authorization form will consist of a regular printed proxy form accompanied by a page of instructions which contains a removable label containing a bar-code and other information. In order for the form of proxy to validly constitute a proxy authorization form, the Beneficial Holder must remove the label from the instructions and affix it to the form of proxy, properly complete and sign the form of proxy and return it to the Intermediary or its service company in accordance with the instructions of the Intermediary or its service company.

In either case, the purpose of this procedure is to permit Beneficial Holders to direct the voting of the shares which they beneficially own. Should a Beneficial Holder who receives one of the above forms wish to vote at the Meeting in person, the Beneficial Holder should strike out the names of the Management Proxyholders named in the form and insert the Beneficial Holder’s name in the blank space provided. In either case, Beneficial Holders should carefully follow the instructions of their Intermediary, including those regarding when and where the proxy or proxy authorization form is to be delivered.

FINANCIAL STATEMENTS

The audited financial statements of the company for the year ended December 31, 2004, (the “Financial Statements”), together with the Auditors’ Report thereon, will be presented to the shareholders at the Meeting. The Financial Statements, together with the Auditors’ Report thereon, are being mailed to the shareholders of Record with this Information Circular.

ELECTION OF DIRECTORS

Each director of the Company is elected annually and holds office until the next Annual General Meeting of the shareholders unless that person ceases to be a director before then. In the absence of instructions to the contrary the shares represented by proxy will be voted for the nominees herein listed.

Management does not contemplate that any of the nominees will be unable to serve as a director. In the event that prior to the Meeting any vacancies occur in the slate of nominees herein listed, it is intended that discretionary authority shall be exercised by the person named in the proxy as nominee to vote the shares represented by proxy for the election of any other person or persons as directors.

Management proposes that the number of directors for the Company be determined at seven (7) for the ensuing year subject to such increases as may be permitted by the Articles of the Company, and the Management nominees for the Board of Directors and information concerning them as furnished by the individual nominees is as follows:


		Number of
		Shares Beneficially
		Owned, Directly or
Name and Present Office Held	Director Since	Indirectly, or over which Control or Direction is Exercised at the Date of this Information Circular		Principal Occupation and if not at present an elected director, occupation during the past five (5) years


Lloyd Andrews⁽¹⁾ Rathdrum, ID Chairman and Director	June 20, 2002	200,000		Retired Executive.


Ronald D. Andrews Mead, WA	Nominee		35,000	Owner and operator of Andrews Orchards from 1972 to present.


Lindsay Gorrill⁽¹⁾ Coeur d’Alene, ID Director	July 29, 2004		20,000	President and CEO of WGI Heavy Minerals Inc.


James O’Byrne Calgary, AB Director	June 30, 2003		45,000	Oil and Gas Consultant; President of O’Byrne Resource Management Ltd.


Matthew Wayrynen West Vancouver, BC President and Director	June 20, 2002		1,500	Corporate Executive; Officer and/or Director of several reporting issuers.


David Wolfin West Vancouver, BC	Nominee		110,800	President of Avino Silver & Gold Mines Ltd. from 2003 to present, President of Gray Rock Resources Ltd. from 1993 to present; Vice-President, Finance of Bralorne Gold Mines Ltd. from 2003 to present; Officer and/or Director of several other reporting issuers.


Louis Wolfin⁽¹⁾ West Vancouver, BC Director	October 28, 1986		100,000	Mining Executive; Officer and/or Director of several reporting issuers.

⁽¹⁾ Member of the audit committee.

All of the nominees are residents of Canada, except for Lloyd Andrews, Ronald D. Andrews and Lindsay Gorrill who resides in the United States.

The Company has an audit committee, the members of which are set out above.

EXECUTIVE COMPENSATION

(Form 51-102F6, National Instrument 51-102)

Executive Officers

For purposes of this Information Circular, “named executive officer” of the Company means an individual who, at any time during the year, was:

(a) the Company’s chief executive officer (“CEO”);

(b) the Company’s chief financial officer (“CFO”);

(c) each of the Company’s three most highly compensated executive officers, other than the CEO and CFO, who were serving as executive officers as at the end of the most recently completed financial year and whose total salary and bonus exceeded $150,000; and

(d) any additional individuals for whom disclosure would have been provided under (c) except that the individuals was not serving as an officer of the Company at the end of the most recently completed financial year;

(each a “Named Executive Officer”).

Based on the foregoing definition, during the last completed fiscal year of the Company, there was one (1) Named Executive Officer, namely, its President, Matthew Wayrynen.

Summary Compensation Table

All Other

Long Term

Compensation

Name and Principal Position

Year

Annual Compensation

Compensation

($)

Salary

Bonus

Other

Shares under

Option

Matthew Wayrynen

President and Director

2004

$60,000

$24,628.73

Nil

300,000

$1,082.08

2003

60,000

Nil

300,000

Nil

2002

30,000

Nil

Note: Certain columns are omitted because there has been no compensation awarded to, earned by or paid to any of the named executives required to be reported in the above table.

Long Term Incentive Plan (LTIP) Awards

The Company does not have a LTIP, pursuant to which cash or non-cash compensation intended to serve as an incentive for performance (whereby performance is measured by reference to financial performance or the price of the Company’s securities), was paid or distributed to the Named Executive Officer during the most recently completed financial year ended December 31, 2004.

Options and Stock Appreciation Rights (SARs)

The Company currently maintains a formal stock option plan (the “Plan”), under which stock options have been granted and may be granted to purchase up to 1,350,000 common shares. To date, stock options to purchase a total of up to 1,236,500 shares have been granted under the Plan, leaving options for 113,500 shares available for issuance.

Option Grants During the Most Recently Completed Fiscal Year

There was no option granted to the Named Executive Officer during the most recently completed fiscal year.

Aggregated Option Exercises During the Most Recently Completed Fiscal Year
and Fiscal Year-End Option Values

There was no option exercised by the Named Executive Officer during the most recently completed fiscal year.

Table of Option and SAR Repricings During the Most Recently Completed Fiscal Year

There was no option repricing during the most recently completed fiscal year.

Termination of Employment, Change in Responsibilities

and Employment Contracts

The Company does not have an employment contract with the Named Executive Officer, and there are no contractual provisions for termination of employment or change in responsibilities.

Directors

The directors of the Company have not been compensated by the Company in their capacities as directors during the most recently completed financial year. Incentive stock options, however, have been granted to non-employee directors of the Company to purchase an aggregate of 70,000 shares of the Company at a price of $0.81 per share exercisable on or before October 19, 2009, none of which have been exercised.

No pension plan or retirement benefit plans have been instituted by the Company and none are proposed at this time.

INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS

None of the directors or senior officers of the Company, no proposed nominee for election as a director of the Company, and no associates or affiliates of any of them, is or has been indebted to the Company or its subsidiaries at any time since the beginning of the Company’s last completed financial year.

APPOINTMENT OF AUDITORS

Management proposes the appointment of Staley, Okada & Partners, Chartered Accountants, as Auditors of the Company for the ensuing year and that the directors be authorized to fix their remuneration. Staley, Okada & Partners, Chartered Accountants have not been previously appointed as the Company’s Auditors, who have been Hoogendoorn Vellmer, Chartered Accountants, since December 29, 2003. Accompanying this Information Circular is an information package containing a copy of the former and successor auditors’ confirmation letters and the Company’s Notice under National Instrument No. 51-102.

INTEREST OF INSIDERS IN MATERIAL TRANSACTIONS

No Insider of the Company, no proposed nominee for election as a director of the Company and no associate or affiliate of any of the foregoing, has any material interest, direct or indirect, in any transaction since the commencement of the Company’s last financial year or in any proposed transaction, which, in either case, has materially affected or will materially affect the Company or any of its subsidiaries other than as disclosed under the heading “Particulars of Matters to be Acted Upon”.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

None of the directors or senior officers of the Company, no management nominee for election as a director of the Company, none of the persons who have been directors or senior officers of the Company since the commencement of the Company’s last completed financial year and no associate or affiliate of any of the foregoing has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting other than as disclosed under the heading “Particulars of Matters to be Acted Upon”.

AUDIT COMMITTEE

Under Multilateral Instrument 52-110 – Audit Committees (“MI 52-110”) reporting issuers in those jurisdictions which have adopted MI 52-110 are required to provide disclosure with respect to its Audit Committee including the text of the Audit Committee’s Charter, composition of the Committee, and the fees paid to the external auditor. The Company is a reporting issuer in B.C. and Alberta. MI 52-110 has not been adopted in B.C., but it has been adopted in Alberta. Accordingly, the Company provides the following disclosure with respect to its Audit Committee:

Audit Committee Charter

1. Purpose of the Committee

1.1 The purpose of the Audit Committee is to assist the Board in its oversight of the integrity of the Company’s financial statements and other relevant public disclosures, the Company’s compliance with legal and regulatory requirements relating to financial reporting, the external auditors’ qualifications and independence and the performance of the internal audit function and the external auditors.

2. Members of the Audit Committee

2.1 At least one Member must be “financially literate” as defined under MI 52-110, having sufficient accounting or related financial management expertise to read and understand a set of financial statements, including the related notes, that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements.

2.2 The Audit Committee shall consist of no less than three Directors.

2.3 At least one Member of the Audit Committee must be “independent” as defined under MI 52-110, while the Company is in the developmental stage of its business.

3. Relationship with External Auditors

3.1 The external auditors are the independent representatives of the shareholders, but the external auditors are also accountable to the Board of Directors and the Audit Committee.

3.2 The external auditors must be able to complete their audit procedures and reviews with professional independence, free from any undue interference from the management or directors.

3.3 The Audit Committee must direct and ensure that the management fully co-operates with the external auditors in the course of carrying out their professional duties.

3.4 The Audit Committee will have direct communications access at all times with the external auditors.

4. Non-Audit Services

4.1 The external auditors are prohibited from providing any non-audit services to the Company, without the express written consent of the Audit Committee. In determining whether the external auditors will be granted permission to provide non-audit services to the Company, the Audit Committee must consider that the benefits to the Company from the provision of such services, outweighs the risk of any compromise to or loss of the independence of the external auditors in carrying out their auditing mandate.

4.2 Notwithstanding section 4.1, the external auditors are prohibited at all times from carrying out any of the following services, while they are appointed the external auditors of the Company:

(i) acting as an agent of the Company for the sale of all or substantially all of the undertaking of the Company; and

(ii) performing any non-audit consulting work for any director or senior officer of the Company in their personal capacity, but not as a director, officer or insider of any other entity not associated or related to the Company.

5. Appointment of Auditors

5.1 The external auditors will be appointed each year by the shareholders of the Company at the annual general meeting of the shareholders.

5.2 The Audit Committee will nominate the external auditors for appointment, such nomination to be approved by the Board of Directors.

6. Evaluation of Auditors

6.1 The Audit Committee will review the performance of the external auditors on at least an annual basis, and notify the Board and the external auditors in writing of any concerns in regards to the performance of the external auditors, or the accounting or auditing methods, procedures, standards, or principles applied by the external auditors, or any other accounting or auditing issues which come to the attention of the Audit Committee.

7. Remuneration of the Auditors

7.1 The remuneration of the external auditors will be determined by the Board of Directors, upon the annual authorization of the shareholders at each general meeting of the shareholders.

7.2 The remuneration of the external auditors will be determined based on the time required to complete the audit and preparation of the audited financial statements, and the difficulty of the audit and performance of the standard auditing procedures under generally accepted auditing standards and generally accepted accounting principles of Canada.

8. Termination of the Auditors

8.1 The Audit Committee has the power to terminate the services of the external auditors, with or without the approval of the Board of Directors, acting reasonably.

9. Funding of Auditing and Consulting Services

9.1 Auditing expenses will be funded by the Company. The auditors must not perform any other consulting services for the Company, which could impair or interfere with their role as the independent auditors of the Company.

10. Role and Responsibilities of the Internal Auditor

10.1 At this time, due to the Company’s size and limited financial resources, the Secretary, Connie Lillico, of the Company shall be responsible for implementing internal controls and performing the role as the internal auditor to ensure that such controls are adequate.

11. Oversight of Internal Controls

11.1 The Audit Committee will have the oversight responsibility for ensuring that the internal controls are implemented and monitored, and that such internal controls are effective.

12. Continuous Disclosure Requirements

12.1 At this time, due to the Company’s size and limited financial resources, the Secretary, Connie Lillico, of the Company is responsible for ensuring that the Company’s continuous reporting requirements are met and in compliance with applicable regulatory requirements.

13. Other Auditing Matters

13.1 The Audit Committee may meet with the Auditors independently of the management of the Company at any time, acting reasonably.

13.2 The Auditors are authorized and directed to respond to all enquiries from the Audit Committee in a thorough and timely fashion, without reporting these enquiries or actions to the Board of Directors or the management of the Company.

14. Annual Review

14.1 The Audit Committee Charter will be reviewed annually by the Board of Directors and the Audit Committee to assess the adequacy of this Charter.

15. Independent Advisers

15.1 The Audit Committee shall have the power to retain legal, accounting or other advisors to assist the Committee.

Composition of Audit Committee

Following the election of directors pursuant to this Information Circular, the following will be members of the Audit Committee:


Lloyd Andrews	Not Independent ⁽¹⁾	Financially literate⁽²⁾


Lindsay Gorrill	Independent	Financially literate⁽²⁾


Louis Wolfin	Not Independent	Financially literate⁽²⁾

⁽¹⁾ A member of an audit committee is independent if the member has no direct or indirect material relationship with the Company, which could, in the view of the Board of Directors, reasonably interfere with the exercise of a member’s independent judgment.

⁽²⁾ An individual is financially literate if he has the ability to read and understand a set of financial statements that present a breadth of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements.

Audit Committee Oversight

At no time since the commencement of the Company’s most recently completed financial year was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board of Directors.

Reliance on Certain Exemptions

At no time since the commencement of the Company’s most recently completed financial year has the Company relied on the exemption in Section 2.4 of MI 52-110 (De Minimis Non-audit Services), or an exemption from MI 52-110, in whole or in part, granted under Part 8 of Multilateral Instrument 52-110.

Pre-Approval Policies and Procedures

The Audit Committee is authorized by the Board of Directors to review the performance of the Company’s external auditors and approve in advance provision of services other than auditing and to consider the independence of the external auditors, including a review of the range of services provided in the context of all consulting services bought by the Company. The Audit Committee is authorized to approve in writing any non-audit services or additional work which the Chairman of the Audit Committee deems is necessary, and the Chairman will notify the other members of the Audit Committee of such non-audit or additional work and the reasons for such non-audit work for the Committee’s consideration, and if thought fit, approval in writing.

External Auditor Service Fees

The fees billed by the Company’s external auditors in each of the last two fiscal years for audit and non-audit related services provided to the Company or its subsidiaries (if any) are as follows:


Final Year Ending
December 31	Audit Fees		Audit Related Fees	Tax Fees	All Other Fees
2004	$18,000		Nil	$1,500⁽¹⁾	Nil
2003	$	20,000	Nil	$4,000⁽²⁾	Nil

⁽¹⁾ Preparation of 2003 tax return.
⁽²⁾ Preparation of 2002 tax return.

Exemption

The Company has relied upon the exemption provided by section 6.1 of MI 52-110, which exempts a venture issuer from the requirement to comply with the restrictions on the composition of its Audit Committee and the disclosure requirements of its Audit Committee in an annual information form as prescribed by MI 52-110. The Company is a “venture issuer” as that term is defined under MI 52-110.

PARTICULARS OF MATTERS TO BE ACTED UPON

Alterations to Company’s Notice of Articles

On March 29, 2004, the new British Columbia Business Corporations Act (“BCA”) was proclaimed, replacing the pre-existing British Columbia Company Act. Accordingly, the Company is now subject to the BCA, and no longer governed by the Company Act. The BCA is a more modern corporate statute, and is designed to provide greater flexibility and efficiency for British Columbia companies. For example, the new BCA does not impose any British Columbia or Canadian residency requirements on the members of the Board of Directors of the Company.

In accordance with the BCA, the Company has filed a transition application with the Registrar of Companies, the principal element of which involved replacing the Company?s Memorandum with a new form designated a Notice of Articles. The Company filed its transition application as of September 14, 2004.

As a result of the Company having filed its transition application, it may alter its Notice of Articles and adopt a new form of Articles to take advantage of the greater flexibility and efficiency inherent in the BCA, and to make its Articles consistent with the terminology and certain provisions of the BCA.

The Company is proposing to alter its Notice of Articles to remove the application of certain provisions prescribed in the BCA called the pre-existing company provisions (“PCPs”). The PCPs are statutory provisions intended to preserve the application of certain provisions of the Company Act to companies formed under the Company Act until the shareholders pass a special resolution making them inapplicable. Because the Company is a reporting issuer, the only significant PCP that is applicable is the requirement that a special resolution be approved by not less than three quarters (3/4) of the votes cast, as opposed to the two-thirds (?) majority applicable under the BCA. Removal of the PCPs will allow a special resolution of the Company to be approved by a two-thirds (?) majority vote, which will provide the Company with greater flexibility for future corporate activities and be consistent with companies in other jurisdictions.

At the Meeting, shareholders will be asked to approve a special resolution altering the Notice of Articles to remove the application of the PCPs. The text of the special resolution to be considered and, if thought fit, approved at the Meeting is as follows:

“BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

1. The Notice of Articles of the Company be altered to remove the application of the pre-existing company provisions, as provided for in the British Columbia Business Corporations Act, and the Company’s Notice of Articles be altered accordingly.

2. Any one director or officer of the Company be and is hereby authorized to do all things and execute all instruments necessary or desirable to give effect to this special resolution, including without limitation filing a certified copy of this resolution and a notice of alteration of the Notice of Articles with the British Columbia Registrar of Companies.

3. Notwithstanding that this special resolution has been duly passed by the shareholders of the Company, the directors of the Company be and are hereby authorized and empowered to revoke this resolution at any time prior to the effective date hereof, and to determine not to proceed with the alteration to the Notice of Articles without further approval of the shareholders of the Company.”

Approval of the special resolution will require the affirmative votes of the holders of not less than 75% of the votes cast at the Meeting in respect thereof. As set out in the text of the special resolution, notwithstanding its approval, the board of directors may determine not to proceed with the alteration to the Notice of Articles at any time prior to its effective date.

Management of the Company recommends that shareholders vote in favour of the special resolution altering the Notice of Articles to delete the PCPs, and the persons named in the enclosed form of proxy intend to vote for the approval of the resolution at the Meeting unless otherwise directed by the shareholders appointing them.

New Form of Articles

In addition to deleting the PCPs, the Company is proposing to delete its existing Articles in their entirety and replace them with a new set of Articles. The new set of Articles will make the Company?s Articles consistent with the terminology and provisions of the BCA. Most of the changes in the new form of Articles are minor in nature, and will not affect shareholders or the day-to-day administration of the Company. However, there are several changes of note:

1. The directors will be able to approve a change of name of the Company without the necessity of obtaining shareholder approval.

2. The directors will be able to increase the authorized capital of the Company, or create one or more classes or series of shares, without the necessity of obtaining shareholder approval.

3. The requirement that the Company purchase or redeem its shares on a pro-rata basis will be deleted.

4. The Company will be able to hold general meetings of the shareholders outside the Province of British Columbia, without special permission each year from the Registrar of Companies.

5. The Company will not be required to publish advance notice of general meetings of shareholders in any local newspapers.

Additionally, as now permitted by the BCA, the Company proposes an amendment to its Notice of Articles to increase the Company’s authorized share structure to an unlimited number of common shares without par value.

Management believes that having an unlimited authorized share structure provides the Company with greater flexibility for future corporate activities. This resolution must be passed by not less than three-quarters (3/4) of the votes cast by Shareholders present or by proxy at the Meeting.

A copy of the proposed new Articles of the Company will be available for inspection at the Meeting and at the Company’s registered office, located at Suite 1750 — 1185 West Georgia Street, Vancouver, British Columbia, during regular business hours up to the day before the Meeting.

At the Meeting, shareholders will be asked to approve a special resolution deleting the existing Articles of the Company in their entirety and replacing them with the new form of Articles. The text of the special resolution to be considered and, if thought fit, approved at the Meeting is as follows:

“BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

1. The existing Articles of the Company be deleted in their entirety, and the form of Articles presented to the shareholders at the annual and extraordinary general meeting of the Company, a copy of which is attached as Schedule A hereto, be adopted as the Articles of the Company.

2. The Notice of Articles be altered to increase the authorized share structure from 100,000,000 common shares without par value to an unlimited number of common shares without par value.

3. Any one director or officer of the Company be and is hereby authorized to do all things and execute all instruments necessary or desirable to give effect to this special resolution, including without limitation delivering a certified copy of this special resolution to the British Columbia Registrar of Companies.

4. Notwithstanding that this special resolution has been duly passed by the shareholders of the Company, the directors of the Company be and are hereby authorized and empowered to revoke this resolution at any time prior to the effective date hereof, and to determine not to proceed with the alteration of the Articles of the Company without further approval of the shareholders of the Company.”

Approval of the special resolution will require the affirmative votes of the holders of not less than 75% of the votes cast at the Meeting in respect thereof. As set out in the text of the special resolution, notwithstanding its approval, the board of directors may determine not to proceed with the alteration of the Articles at any time prior to its effective date.

Management of the Company recommends that shareholders vote in favour of the special resolution altering the Articles of the Company, and the persons named in the enclosed form of proxy intend to vote for the approval of the resolution at the Meeting unless otherwise directed by the shareholders appointing them.

Increase of Stock Option Plan

On June 30, 2003, the shareholders approved the 2003 Stock Option Plan (the “Plan”). The Plan provided for the grant of incentive stock options to insiders, employees, and other service providers to the Company for up to 1,350,000 common shares. To date, stock options for 1,236,500 common shares have been granted under the Plan. The management of the Company therefore propose to amend the Plan to increase the number of common shares reserved for stock option grants under the Plan from 1,350,000 common shares to 1,939,000 common shares.

In this regard, disinterested shareholder approval is required pursuant to the policies of the TSX Venture Exchange. “Disinterested shareholder approval:” means the approval of a simple majority of the shareholders who are not directors, officers or employees of the company, or their associates or affiliates. If such approval is not obtained, the Plan will remain at 1,350,000.

There are no other matters to be acted upon at the Meeting.

MANAGEMENT KNOWS OF NO OTHER MATTERS TO COME BEFORE THE MEETING OTHER THAN THOSE REFERRED TO IN THE NOTICE OF MEETING. HOWEVER, SHOULD ANY OTHER MATTERS PROPERLY COME BEFORE THE MEETING, THE SHARES REPRESENTED BY THE PROXY SOLICITED HEREBY WILL BE VOTED ON SUCH MATTERS IN ACCORDANCE WITH THE BEST JUDGMENT OF THE PERSONS VOTING THE SHARES REPRESENTED BY THE PROXY.

APPROVAL AND CERTIFICATION

The contents of this Information Circular have been approved and this mailing has been authorized by the Directors of the Company.

Where information contained in this Information Circular, rests specifically within the knowledge of a person other than the Company, the Company has relied upon information furnished by such person.

The foregoing contains no untrue statement of material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made.


“Matthew Wayrynen”		“Connie Lillico”

Matthew Wayrynen, President		Connie Lillico, Secretary

Hoogendoorn Vellmer

Chartered Accountants

406, 455 Granville Street Vancouver, B.C. V6C 1T1 Phone: 604-687-3773
Facsimile: 604-687-3778
E-mail: hoogendoornvellmer@t

December 8, 2004

BC Securities Commission
Alberta Securities Commission

Dear Sirs,

Re: Berkley Resources Inc.

Pursuant to the NOTICE dated December 6, 2004 relating to the proposed appointment of Staley, Okada & Partners, Chartered Accountants as the new Auditors of the Company, we hereby confirm our agreement with the information contained in the Notice.

Yours Truly,

Hoogendoorn Vellmer

Staley, Okada & Partners
Chartered Accountants

3^rd Floor, 10190 152A Street
Surrey, BC Canada
V3R 1J7
Tel 604 585-8300
Fax 604 585-8377
info@staleyokada.com
www.staleyokada.com

16 December 2004

British Columbia Securities Commission
P.O. Box 10142, Pacific Centre
701 West Georgia Street
Vancouver, B.C.
V7Y 1L2

Dear Sirs/Mesdames:

RE: Berkley Resources Inc. (the “Company”)

We have read the Change of Auditor Notice of the Company dated 6 December 2004 and are in agreement with the statements contained in such Notice.

Your truly,

“Staley, Okada & Partners”

STALEY, OKADA & PARTNERS
Chartered Accountants

cc: Berkley Resources Inc.

N:\Client Listing\900\930504\Word\2004\Lt\930504 — Change of Auditor Notice.doc

Staley Okada & Partners is a member of MSL a network of independent professional firms. A member of the Institute of Chartered Accountants of British Columbia. A partnership of incorporated professionals; L.M Okada, Ltd., C.N. Chandler, Ltd., K.A. Scott, Ltd., J.M. Bhagirath, Ltd., LW. D. Vickars, Ltd., G.S. Traher, Inc., D. Larocque, Ltd.

BERKLEY RESOURCES INC.
(the “Company”)

NOTICE

NATIONAL INSTRUMENT 51-102


TO:		British Columbia Securities Commission Alberta Securities Commission

The Auditors of the Company have been the firm of Hoogendoorn Vellmer, Chartered Accountants, of Vancouver, British Columbia.

Hoogendoorn Vellmer, Chartered Accountants, resigned as Auditors of the Company effective December 6, 2004 and Staley, Okada & Partners, Chartered Accountants, have been appointed by
the Directors of the Company as the new Auditors of the Company commencing December 7, 2004.

The proposal to appoint Staley, Okada & Partners, Chartered Accountants, as the new Auditors for the Company was approved by the Company’s Audit Committee.

There have been no reservations in any of the Auditor’s Reports on the Company’s financial statements for the fiscal years ended December 31, 2003 and 2002, or for any period subsequent to the last completed fiscal year for which an audit report was issued and there have been no reportable events. For greater certainty, the Auditor’s Report for the 2002 fiscal year was prepared by Collins Barrow, Chartered Accountants, the predecessor auditors to Hoogendoorn Vellmer, Chartered Accountants.

The Reporting Package, consisting of a copy of this Notice and copies of the letters from the former Auditor and the successor Auditor indicating their agreement with the information contained in this Notice, has been reviewed by the Directors of the Company and the Auditor Committee.

DATED at Vancouver, British Columbia, this 6^th day of December, 2004

BY ORDER OF THE BOARD OF DIRECTORS
OF BERKLEY RESOURCES INC.

____________“Matthew Wayrynen”___________
Matthew Wayrynen
President

Berkley Resources Inc.

Suite 400 – 455 Granville Street

Vancouver, BC V6C 1T1

Tel.: (604) 682-3701

NOTICE OF ANNUAL AND SPECIAL GENERAL MEETING

TAKE NOTICE that the 2005 Annual and Special General Meeting of the Shareholders of Berkley Resources Inc. (hereinafter called the “Company”) will be held at the Terminal City Club, 837 West Hastings Street, Vancouver, British Columbia, on:

Monday, June 13, 2005

at the hour of 9:30 o’clock in the forenoon (local time) for the following purposes:

1. to receive the Report of the Directors;

2. to receive the financial statements of the Company for its fiscal year ended December 31, 2004 and the report of the Auditors thereon;

3. to appoint Auditors for the ensuing year and to authorize the Directors to fix their remuneration;

4. to determine the number of directors and to elect directors;

5. to consider and if thought fit, approve a special resolution to alter the Notice of Articles to remove the application of Pre-existing Company Provisions as more particularly described in the Information Circular;

6. to consider and if thought fit, approve a special resolution to alter the Articles of the Company to a new form of Articles as more particularly described in the Information Circular;

7. to consider and if thought fit, approve a special resolution to change the authorized share structure of the Company to an unlimited number of common shares without par value;

8. to amend the company’s 2003 Stock Option Plan (the “Plan”) by increasing the number of common shares reserved for issuance under the Plan from 1,350,000 shares to 1,939,000 shares; and

9. to transact such other business as may properly come before the Meeting.

Accompanying this Notice are an Information Circular and Form of Proxy.

A shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxyholder to attend and vote in his stead. If you are unable to attend the Meeting, or any adjournment thereof in person, please read the Notes accompanying the Form of Proxy enclosed herewith and then complete and return the Proxy within the time set out in the Notes. The enclosed Form of Proxy is solicited by Management but, as set out in the Notes, you may amend it if you so desire by striking out the names listed therein and inserting in the space provided the name of the person you wish to represent you at the Meeting.

DATED at Vancouver, British Columbia, this 25^th day of April, 2005.

BY ORDER OF THE BOARD OF DIRECTORS

________________________________________

Matthew Wayrynen, President

Berkley Resources Inc.
(the “Company”)

Request for Annual & Interim Financial Statements

In accordance with National Instrument 54-102 of the Canadian Securities Administrators, registered and beneficial shareholders of the Company may elect annually to receive interim corporate mailings, including interim and annual financial statements of the Company, if they so request. If you wish to receive such mailings, then please complete and return this form to:

Computershare Trust Company of Canada

100 University Avenue, 9th Floor

Toronto, ON M5J 2Y1


The undersigned shareholder hereby elects to receive:

• Interim Financial Statements for the first, second and third financial quarters of 2005 and the related MD&A; and/or

• Annual Financial Statements for the fiscal year ended December 31, 2005 and the related MD&A.

Please note that a request form will be mailed each year and shareholders must return such form each year to receive the documents indicated above.

^{Name (Please Print)}

^Address


I confirm that I am a:

• Registered shareholder OR

• Beneficial shareholder of the Company

^Signature

^Date

ISIN/CUSIP NO.: CA0844961080/084496108

COMPUTERSHARE

Computershare Investor Services Inc.
Stock Transfer Services
Montreal Trust Centre
510 Burrard Street
Vancouver, British Columbia
Canada V6C 3B9
Tel: 604.661.9400
Fax: 604.661.9401

To: All Applicable Commissions & Exchanges

Dear Sirs:

Subject:

We confirm that the following material was sent by pre-paid mail on May 13th, 2005 to the registered shareholders of Common shares of the subject Corporation:

A. Notice of Annual and Special General Meeting / Information Circular/Quarterly and Year End Report BC Form 51-901F for the quarter ended /Schedule B: Supplementary Information/Schedule C: Management Discussion and Analysis

B. Proxy

C. Supplemental Mailing List Return Card

D. 2004 Annual Report including Letter to Shareholders / managements Discussion and Analysis / Consolidated Financial Statements for the years ended December 31, 2004, 2003 and 2002

E. Return Envelope

We further confirm that copies of the above mentioned material were sent by courier to each intermediary holding shares of the Corporation who responded to the search procedures pursuant to Canadian Securities Administrators’ National Instrument 54-101 regarding communication with Beneficial Owners of Securities of a Reporting Issuer.

In compliance with regulations made under the Securities Act, we are providing this material to you in our capacity as agent for the subject Corporation.

Yours Truly
COMPUTERSHARE INVESTOR SERVICES INC.

“Karen Patrus”
Mailing Specialist
Stock Transfer, Client Services
Telephone: 604.661.9400 (ext 4504)
Fax: 604.661.9401

Berkley Resources Inc. ———————————————————————————————————
(Translation of registrant’s name into English)

British Columbia ———————————————————————————————————
(Jurisdiction of incorporation or organization)

#400 - 455 Granville Street Vancouver, B.C. V6C 1T1
——————————————————————————————————— (Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: [x] Form 20-F [ ] Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934: [ ] Yes [x] No

		Berkley Resources Inc.

Date: May 17, 2005	By:	/s/ Matt Wayrynen
	Name:	Matt Wayrynen
	Title:	President

Exhibit No.		Description

99.1		Form of Proxy
99.2		Information Circular - Final
99.3		Letter from former Auditor
99.4		Letter from successor auditor
99.5		Notice NI 51-102
99.6		Notice of Annual General Meeting
99.7		Return Card
99.8		Confirmation of Mailing