8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 18, 2010

BE RESOURCES INC. (Exact name of registrant as specified in its charter)

Colorado	000-53811	42-1737182
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

107 Hackney Circle
Elephant Butte, New Mexico 87935
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number including area code: (575) 744-4014

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[   ]     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[   ]     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
[   ]     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
[   ]     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Item 1.01         Entry into a Material Definitive Agreement

On June 18, 2010, BE Resources Inc. (the "Company") entered into an agency agreement with MGI Securities Inc. ("MGI") whereby MGI agreed to act as agent for the purpose of offering and selling units of the Company ("Units") on a best-efforts agency basis (the "Agency Agreement") in a private placement transaction (the "Offering"). A copy of the Agency Agreement is attached to this report as Exhibit 10.1. The Offering was completed on June 18, 2010 (the "Closing Date"), as described in more detail below.

Pursuant to the Agency Agreement, MGI agreed to act as the Company’s agent in connection with the offer and sale of up to 10,000,000 Units at a price of Cdn$0.30 per Unit. Each Unit is comprised of one share of common stock and one-half of one transferable common stock purchase warrant ("Warrant"). Each full Warrant entitles the holder to purchase an additional share of common stock at an exercise price of Cdn$0.50 per share for a period of two years from the Closing Date, subject to early expiration and adjustments in certain events. The expiration date of the Warrants may be accelerated by the Company in the event that, following four months and one day after the Closing Date, its common stock trades at a price at or above Cdn$0.75 for a period of 10 consecutive trading days. A form of Warrant certificate is attached to this report as Exhibit 10.2.

As consideration for services to be rendered by MGI under the Agency Agreement, the Company agreed to pay a cash commission equal to 8% of the gross proceeds received in connection with the Offering and to issue compensation options (the "Compensation Options") equal to 10% of the aggregate number of Units sold in the Offering. Each Compensation Option, in turn, entitles the holder to purchase one Unit for a price of Cdn$0.30 at any time prior to the date which is two years from the Closing Date. A form of Compensation Option is attached to this report as Exhibit 10.3. Under the terms of the Agency Agreement, MGI is entitled to appoint a selling group consisting of other registered dealers acceptable to the Company. A portion of the cash commission and Compensation Options issuable to MGI under the Agency Agreement may be paid to members of the selling group.

As additional consideration under the Agency Agreement, the Company granted to MGI and a selling group member the exclusive right to provide any and all investment banking/financial advisory services of a nature customarily provided by an investment banking firm (the "Advisory Services") which the Company determines that it requires during the period of twenty-four (24) months following the Closing Date. During that 24 month period, the Company shall notify MGI and the selling group member if it requires such Advisory Services, following which the parties shall negotiate in an effort to arrive at mutually agreeable terms for the advisory services agreement.

The Company also agreed to indemnify MGI, any of its affiliates and members of the selling group, against certain liabilities incurred in connection with the Offering, including reasonable attorneys’ fees.

The sale of Units in the Offering was made pursuant to subscription agreements between the Company and each subscriber in a transaction that was not registered under the Securities Act of 1933, as amended (the "Securities Act"). See Item 3.02 below for additional information about the securities sold. A form of the subscription agreement is attached to this report as Exhibit 10.4.

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Item 3.02         Unregistered Sales of Equity Securities

Pursuant to the terms of the Agency Agreement, on June 18, 2010, the Company sold 10,000,000 Units to subscribers in the Offering in a transaction that was not registered under the Securities Act. Each Unit was sold for a price of Cdn$0.30, resulting in gross proceeds to the Company of Cdn$3,000,000. In connection with the sale of the Units, the Company paid a cash commission equal to 8% of the gross proceeds for sales made by MGI and members of the selling group (total commission of Cdn$236,000) and issued Compensation Options to MGI and selling group members to purchase up to 983,334 Units at a price of Cdn$0.30 per Unit, excercisable for a period of two years from the Closing Date. The Company intends to use the proceeds from the Offering to fund drilling operations at the Company’s Warm Springs property and for working capital.

The sale of common stock in the Offering was made outside the United States in reliance on the provisions of Regulation S of the Securities Act. In connection with the sale:

(i)     The offer was not made to a person in the United States and at the time the buy order was originated, the Company believed that the buyer was outside the United States;

(ii)     No directed selling efforts were made in the United States; and

(iii)     (a)     Offering restrictions were implemented; and

         (b)     (1) The offer and sale of the securities were not made to a U.S. person or for the account or benefit of a U.S. person; (2) each purchaser of the securities certified that it was not a U.S. person and was not acquiring the securities for the account or benefit of a U.S. person; (3) each purchaser of the securities agreed to resell such securities only in accordance with the provision of Regulation S, pursuant to registration under the Securities Act or pursuant to an available exemption from registration and further agreed not to engage in hedging transactions with regard to said securities unless in compliance with the Securities Act; (4) the Company caused a legend to be placed on the certificates representing the shares noting the restrictions on transfer in accordance with Regulation S; and (5) the Company is required by contract to refuse to register any transfer of the securities not made in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act or pursuant to an available exemption.

The descriptions in this report of contracts, agreements or other arrangements to which the Company is party are summaries only and are not necessarily complete. Reference is made to the complete text of each such document, filed as an exhibit or incorporated herein by reference. See Item 9.01, Financial Statements and Exhibits, below.

Item 7.01         Regulation FD

On June 18, 2010, the Company issued a press release relating to the Offering discussed above. A copy of the press release is attached to this report as Exhibit 99.1.

The information furnished under this Item 7.01, including the exhibits, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by reference to such filing.

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Item 9.01             Financial Statements and Exhibits.

(d)	Exhibits.
	10.1	Agency Agreement between the Company and MGI dated June 18, 2010.
	10.2	Form of Warrant Certificate issued by the Company.
	10.3	Form of Compensation Option issued by the Company.
	10.4	Form of Subscription Agreement between the Company and subscribers.
	99.1	Press Release dated June 18, 2010

Cautionary Statement for Purposes of the "Safe Harbor "Provisions of the Private Securities Litigation Reform Act of 1995.

The matters discussed in this report on Form 8-K, when not historical matters, are forward-looking statements within the meaning of existing securities legislation and involve a number of risks and uncertainties that could cause actual results to differ materially from projected results. Such forward looking statements include, among others, the intended use of proceeds from the Offering. Such factors that may impact these forward-looking statements include, among others set forth in the Company's reports filed with the Securities and Exchange Commission ("SEC"), the results of its continuing exploration program, the decisions of third parties over which the Company has no control, commodity prices, environmental and government regulations, judicial proceedings, force majeure events, and other risk factors as described from time to time in the Company's filings with the SEC. Many of these factors are beyond the Company's ability to control or predict. The Company disclaims any intent or obligation to update its forward-looking statements, whether as a result of receiving new information, the occurrence of future events, or otherwise.

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SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

	BE RESOURCES INC.
Date: June 23, 2010	By: /s/ Carmelo Marrelli
	Carmelo Marrelli,
	Chief Financial Officer

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Exhibit Index

The following is a list of the Exhibits furnished herewith.

Exhibit Number	Description of Exhibit
10.1	Agency Agreement between the Company and MGI dated June 18, 2010.
10.2	Form of Warrant Certificate issued by the Company.
10.3	Form of Compensation Option issued by the Company.
10.4	Form of Subscription Agreement between the Company and subscribers.
99.1	Press Release dated June 18, 2010

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EX-10.1

Exhibit 10.1

AGENCY AGREEMENT

June 18, 2010

BE Resources Inc.
107 Hackney Circle
Elephant Butte, New Mexico
87935

Attention: Mr. David Q. Tognoni, President and Chief Executive Officer

Dear Sir:

The undersigned, MGI Securities Inc. (the “Agent”) understands that BE Resources Inc. (the “Corporation”) proposes to create, issue and sell units (“Units”) of the Corporation, subject to the terms and conditions set out below.

Upon and subject to the terms and conditions set forth herein, the Corporation hereby appoints the Agent, and the Agent hereby agrees to act, as Agent to the Corporation to effect the sale of up to 10,000,000 Units at a price of $0.30 per Unit (the “Purchase Price”) on behalf of the Corporation on a commercially reasonable best efforts agency basis to Purchasers (as hereinafter defined) in the Designated Provinces (as hereinafter defined) and in such other jurisdictions consented to by the Corporation where the Units may be lawfully sold pursuant to the terms and conditions hereof (the “Offering”). The Corporation acknowledges and agrees that the Agent shall not be under any obligation whatsoever to purchase any of the Units, although the Agent may subscribe for Units if it so desires.

Each Unit shall be comprised of one Common Share (as hereinafter defined) and one-half of one Common Share purchase warrant (each whole Common Share purchase warrant, a “Warrant”). Each Warrant shall entitle the holder thereof to purchase one Common Share (a “Warrant Share”) at an exercise price of $0.50 at any time before 5:00 p.m. (Toronto time) on the day that is twenty-four (24) months following the Closing Date (as hereinafter defined) (the “Original Warrant Expiration Date”), subject to adjustments in certain events. Notwithstanding the foregoing, if at any time after four months and one day following the Closing Date, the closing price of the Corporation’s Common Shares on the TSXV (as hereinafter defined) (or such other stock exchange on which the Common Shares are listed and where a majority of trading volume occurs) equals or exceeds $0.75 for a period of ten (10) consecutive trading days, the Corporation may, within five (5) days after the last day of such ten day period, notify the holders of the Warrants of the early expiry of the Warrants (an “Early Expiration Notice”) and thereafter, such Warrants will expire on the earlier of: (i) 3:30 p.m. (Toronto time) on the date which is twenty-one (21) days after the date of the Early Expiration Notice; and (ii) the Original Warrant Expiration Date. The description of the Warrants herein is a summary only and is subject to the specific attributes and detailed provisions of the Warrants to be set forth in the Warrant Certificates (as hereinafter defined). In case of any inconsistency between the description of the Warrants in this Agreement (as hereinafter defined) and the terms of the Warrants as set forth in the Warrant Certificates, the provisions of the Warrant Certificates shall govern.

In consideration of the services to be rendered by the Agent hereunder and all other matters in connection with the issue and sale of the Units, the Agent shall be entitled to receive at the Closing (as hereinafter defined) a cash commission (the “Commission”) equal to 8% of the gross proceeds realized by the Corporation in respect of the sale of the Units. The obligation of the Corporation to pay the Commission shall arise at the Closing and the Commission shall be fully earned by the Agent at the Closing Time (as hereinafter defined).

As additional compensation for the services to be rendered by the Agent hereunder, the Corporation will issue to the Agent non-transferrable compensation options (the “Compensation Options”) to purchase such number of Units (the “Optioned Units”) as is equal to 10% of the number of Units sold pursuant to the Offering at an exercise price equal to the Purchase Price at any time before 5:00 p.m. (Toronto time) on the date that is 24 months following the Closing Date. At the Closing Time, the Corporation shall execute and deliver to the Agent (or its agents, as the case may be) certificates evidencing the Compensation Options (the “Compensation Option Certificates”) to which the Agent is entitled in a form to be agreed upon by the Agent and the Corporation, acting reasonably. The Agent agrees, however, that the Compensation Options will not be offered and will not be issued by the Corporation except to a Person who makes the representations and warranties to the Corporation in Sections 3(b) and (c).

The Agent shall be entitled to appoint a soliciting dealer group consisting of other registered dealers acceptable to the Corporation (each, a “Selling Firm”) for the purposes of arranging for purchasers of the Units. The Agent shall ensure that any Selling Firm shall agree with the Agent to comply with all applicable laws (including applicable Securities Laws (as hereinafter defined)) and with the covenants and obligations of the Agent herein. Any fee payable to a Selling Firm shall be for the account of the Agent and shall be negotiated between the Agent and the Selling Firm, but shall not exceed the Commission equal to 8%. Without limiting the foregoing, the parties hereby agree that Canaccord Genuity Corp. (“Canaccord”) shall be appointed as a Selling Firm in respect of up to 3,666,666 Units (the “Canaccord Designated Units”). As a Selling Firm, Canaccord shall be entitled to receive from the Agent a proportionate share of the Commission equal to 8% of the gross proceeds realized by the Corporation in respect of the sale of the Canaccord Designated Units. In addition, Canaccord shall be entitled to receive a proportionate share of the Compensation Options equal to 10% of the number of Canaccord Designated Units sold pursuant to the Offering and the Agent hereby directs that the Compensation Options be registered accordingly.

The parties acknowledge that the Units, the Compensation Options and the Underlying Securities (as hereinafter defined) have not been and will not be registered under the U.S. Securities Act (as hereinafter defined) and may not be offered or sold in the United States (as hereinafter defined) or to, or for the account or benefit of, U.S. Persons (as hereinafter defined), nor may the Compensation Options, the Warrants or the Optioned Warrants (as hereinafter defined) be exercised in the United States or by or on behalf of a U.S. Person.

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DEFINITIONS

In this Agreement, in addition to the terms defined above or elsewhere in this Agreement, the following terms shall have the following meanings:

“affiliate”, “associate”, “distribution”, “misrepresentation”, “material fact” and “material change”, shall have the respective meanings ascribed thereto in the Securities Act (Ontario);

“Agreement” means this agreement resulting from the acceptance by the Corporation of the offer made by the Agent hereby, including all schedules hereto, as amended or supplemented from time to time;

“Business Day” means a day which is not a Saturday, Sunday or statutory or civic holiday in the City of Toronto, Ontario, Canada;

“Claim” shall have the meaning ascribed thereto in subsection 9(c);

“Closing” means the closing on the Closing Date of the transaction of purchase and sale of the Units as contemplated by this Agreement and the Subscription Agreements;

“Closing Date” means June 18, 2010 or such other date as the Corporation and the Agent may agree;

“Closing Time” means 8:30 a.m. (Toronto time) on the Closing Date or such other time on the Closing Date as the Corporation and the Agent may agree;

“Common Shares” means the common shares of the Corporation which the Corporation is authorized to issue as constituted on the date hereof;

“Corporation’s Auditors” means McGovern, Hurley, Cunningham, LLP, or such other firm of chartered accountants as the Corporation may have appointed or may from time to time appoint as auditors of the Corporation;

“Designated Provinces” means, collectively, the provinces of Canada in which Purchasers are resident;

“Disclosure Documents” means all publicly available press releases, material change reports, financial statements, information circulars, business acquisition reports, technical reports and other documents that have been disclosed by the Corporation to the public and filed with the Securities Regulators pursuant to applicable Securities Laws;

“Encumbrance” means any encumbrance, lien, charge, pledge, mortgage, title retention agreement, security interest of any nature, adverse claim, exception, reservation, easement, restriction, right of occupation, any matter capable of registration against title, option, right of pre-emption, privilege or any contract to create any of the foregoing;

“Engagement Letter” means the letter agreement dated as of May 5, 2010 between the Corporation and the Agent relating to the Offering;

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“Environmental Laws” means all applicable federal, state, municipal or local laws, regulations, orders, governmental decrees or ordinances with respect to environmental, health or safety matters;

“GAAP” means generally accepted accounting principles in the United States;

“Governmental Authority” means and includes, without limitation, any national or federal government, province, state, municipality or other political subdivision of any of the foregoing, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any corporation or other entity owned or controlled (through stock or capital ownership or otherwise) by any of the foregoing;

“Indemnified Party” shall have the meaning ascribed thereto in subsection 9(a);

“Material Adverse Effect” when used herein means any change (including a decision to implement such a change made by the board of directors or by senior management who believe that confirmation of the decision of the board of directors is probable), event, violation, inaccuracy, circumstance or effect that is, or will result in, a material change that is materially adverse to the business, assets (including intangible assets), capitalization, financial condition or results of operations of the Corporation;

“New Mexico Beryllium Project” means the interest in leases, mineral leases and claims covering an area of approximately 20,000 acres in Socorro and Sierra counties in the State of New Mexico, United States, in which the Corporation has an interest, together with 690 additional lode claims staked by the Corporation in May 2008, excluding the 5 additional lode claims subsequently dropped;

“NI 45-102” means National Instrument 45-102 – Resale of Securities;

“NI 45-106” means National Instrument 45-106 – Prospectus and Registration Exemptions;

“NI 51-102” means National Instrument 51-102 – Continuous Disclosure Obligations;

“Optioned Shares” means the Common Shares issuable upon exercise of the Compensation Options;

“Optioned Warrants” means the Warrants issuable upon exercise of the Compensation Options;

“Optioned Warrant Shares” means the Common Shares issuable upon exercise of the Optioned Warrants;

“Person” shall mean any individual, company, corporation, partnership, limited partnership, joint venture, sole proprietorship, association, trust, trustee or other legal entity;

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“Purchasers” means the Persons (which may include the Agent) who, as purchasers, acquire the Units by duly completing, executing and delivering the Subscription Agreements;

“Securities Laws” means, unless the context otherwise requires, the U. S. Securities Act and all applicable securities laws and regulations of each of the Designated Provinces, together with all written instruments, rules and orders having the force of law of the securities regulatory authorities in such jurisdictions;

“Securities Regulators” means, collectively, the securities regulators or other securities regulatory authorities in the Designated Provinces;

“Subscription Agreements” means, collectively, the subscription agreements in the form agreed upon by the Agent and the Corporation pursuant to which Purchasers agree to subscribe for and purchase Units as contemplated herein and shall include, for greater certainty, all schedules and exhibits thereto;

“Subsidiary” shall have the meaning ascribed thereto in the Business Corporations Act (Ontario)

“Technical Report” means the technical report posted on SEDAR identified as Technical Report No. 143a and entitled “Technical Report on the Warm Springs Beryllium Property, Soccoro County, New Mexico USA”, dated 05 June 2009 and prepared for the Corporation by P&E Mining Consultants Inc., Mr. F.H. Brown, CPG, Pr. Sci. Nat and Ms. Tracy Armstrong, P. Geo.;

“TSXV” means the TSX Venture Exchange Inc.;

“Underlying Securities” means, collectively, the Warrant Shares issuable upon exercise of the Warrants, the Optioned Shares and Optioned Warrants issuable upon exercise of the Compensation Options and the Optioned Warrant Shares issuable upon exercise of the Optioned Warrants;

“United States” means the United States as defined in Rule 902(l) of Regulation S of the U.S. Securities Act;

“U.S. Person” means a U.S. person as that term is defined in Rule 902(k) of Regulation S of the U.S. Securities Act;

“U.S. Securities Act” means the United States Securities Act of 1933, as amended;

“Warrant Certificates” means the certificates to be dated as of and issued on the Closing Date representing the Warrants in a form to be agreed upon by the Corporation and the Agent, each acting reasonably.

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TERMS AND CONDITIONS

1.(a)

Sale on Exempt Basis. The Agent shall use commercially reasonable best-efforts to arrange for the purchase of the Units:

(i)	in the Designated Provinces in compliance with all the Securities Laws on a private placement basis; and
(ii)	subject to the approval of the Corporation, in other jurisdictions (other than the United States) on a private placement basis in compliance with all applicable securities laws of such other jurisdictions.

(b)

Filings. The Corporation undertakes to file or cause to be filed all forms or undertakings required to be filed by the Corporation in connection with the purchase and sale of the Units so that the distribution of the Units may lawfully occur without the necessity of filing a prospectus, a registration statement or an offering memorandum in Canada (but on terms that will permit Common Shares and Warrants comprising the Units acquired by the Purchasers in the Designated Provinces to be sold to such Purchasers in the Designated Provinces subject to, and in compliance with applicable hold periods and other restrictions under applicable Securities Laws), and the Agent undertakes to use commercially reasonable efforts to cause Purchasers to complete any forms required by Securities Laws or other applicable securities laws and by the TSXV. All fees payable in connection with such filings under all applicable Securities Laws shall be at the expense of the Corporation.

(c)

No Offering Memorandum. Neither the Corporation nor the Agent shall: (i) provide to prospective Purchasers any document or other material or information that would constitute an offering memorandum within the meaning of Securities Laws; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Units, including but not limited to, causing the sale of the Units to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display, or conduct any seminar or meeting relating to the offer and sale of the Units whose attendees have been invited by general solicitation or advertising.

2.

Covenants. The Corporation hereby covenants to the Agent and to the Purchasers, and acknowledges that each of them is relying on such covenants in purchasing the Units, that the Corporation shall:

(i)	allow the Agent and its representatives to conduct all due diligence regarding the Corporation which the Agent may reasonably require to be conducted prior to the Closing Date;
(iii)	for a period of 12 months after the Closing Date, use commercially reasonable efforts to maintain its status as a “reporting issuer” under Securities Laws of the provinces of British Columbia, Alberta and Ontario not in default of any requirement of such Securities Laws;

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(iv)	for a period of 12 months after the Closing Date, use commercially reasonable efforts to maintain the listing of the Common Shares on the TSXV or such other recognized stock exchange or quotation system as the Agent may approve, acting reasonably;
(v)	duly execute and deliver the Subscription Agreements (which have been accepted by the Corporation and duly completed and executed by the Purchasers), the certificates representing the Common Shares partially comprising the Units, the Warrant Certificates and the Compensation Option Certificates at the Closing Time, and comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by the Corporation;
(vi)	use commercially reasonable efforts to fulfil or cause to be fulfilled, at or prior to the Closing Date, each of the conditions required to be fulfilled by it set out in Section 5;
(vii)	ensure that at the Closing Time the Common Shares partially comprising the Units shall be duly issued as fully paid and non-assessable shares in the capital of the Corporation on payment of the purchase price therefor;
(viii)	ensure that at the Closing Time the Warrants shall be validly created and shall have attributes corresponding in all material respects to the description thereof set forth in this Agreement and the Subscription Agreements;
(ix)	ensure that at all times prior to the expiry of the Warrants, a sufficient number of Warrant Shares are allotted and reserved for issuance upon the due exercise of the Warrants in accordance with their terms;
(x)	ensure that the Warrant Shares, upon the due exercise of the Warrants, shall be duly issued as fully paid and non-assessable shares in the capital of the Corporation on payment of the purchase price therefor;
(xi)	ensure that at the Closing Time the Compensation Options shall be validly created and shall have attributes corresponding in all material respects to the description set forth in this Agreement;
(xii)	ensure that at all times prior to the expiry of the Compensation Options, a sufficient number of Optioned Shares and Optioned Warrants are allotted and reserved for issuance upon the due exercise of the Compensation Options in accordance with their terms and a sufficient number of Optioned Warrant Shares are allotted and reserved for issuance upon due exercise of the Optioned Warrants in accordance with their terms;
(xiii)	ensure that upon due exercise of the Compensation Options in accordance with their terms, the Optioned Warrants shall be validly created and shall have attributes corresponding in all material respects to the description set forth in this Agreement;

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(xiv)	ensure that the Optioned Shares and the Optioned Warrant Shares, upon the due exercise of the Compensation Options and Optioned Warrants, respectively, shall be duly issued as fully paid and non-assessable shares in the capital of the Corporation on payment of the purchase price therefor;
(xv)	use commercially reasonable efforts to ensure that the Common Shares partially comprising the Units, the Warrant Shares, the Optioned Shares and the Optioned Warrant Shares are, when issued, listed and posted for trading on the TSXV upon their respective dates of issuance;
(xvi)	subject to applicable law, obtain the prior approval of the Agent as to the content and form of any press release relating to the Offering;
(xvii)	use the net proceeds of the Offering to fund drilling activities at the Warm Springs property as identified in the Technical Report and for general working capital purposes; and
(xviii)	execute and file with the Securities Regulators all forms, notices and certificates relating to the Offering required to be filed pursuant to the Securities Laws in the time required by applicable Securities Laws, including, for greater certainty, all forms, notices and certificates set forth in the opinions delivered to the Agent pursuant to this Agreement required to be filed by the Corporation.

3.

(a)

Representations and Warranties of the Corporation. The Corporation represents and warrants to the Agent and to the Purchasers, and acknowledges that each of them is relying upon such representations and warranties in purchasing the Units, that:

(i)	the Corporation is a corporation duly incorporated, continued or amalgamated and validly existing under the laws of the State of Colorado, U.S.A;
(ii)	the Corporation has all requisite corporate power, authority and capacity to enter into this Agreement and to perform the transactions contemplated herein, including, without limitation, to issue the Units, and the Corporation has the requisite corporate power, authority and capacity to own, lease and operate its properties and assets and carry on its business as described in the Disclosure Documents and no steps or proceedings have been taken by any Person, voluntary or otherwise, requiring or authorizing its dissolution or winding-up;
(iii)	the Corporation has no material direct or indirect subsidiaries or any investment or proposed investment in any Person;
(iv)	the Corporation is conducting its business in compliance in all material respects with all applicable laws, rules and regulations in each jurisdiction in which its business is carried on and holds all requisite licences, registrations, qualifications, permits and consents necessary or appropriate for carrying on its business as currently carried on and all such licences, registrations, qualifications, permits and consents are valid and subsisting and in good standing in all material respects;

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(v)	the Corporation is a reporting issuer under the Securities Laws of the provinces of British Columbia, Alberta and Ontario, is not in default of any requirement of the Securities Laws and is not included on a list of defaulting reporting issuers maintained by the Securities Regulators of such provinces;
(vi)	at the Closing Time, all consents, approvals, permits, authorizations or filings as may be required to be made or obtained by the Corporation under the Securities Laws necessary for the execution and delivery of this Agreement, the Subscription Agreements, the certificates representing the Common Shares partially comprising the Units, the Warrant Certificates and the Compensation Option Certificates and the consummation of the transactions contemplated hereby and thereby, will have been made or obtained, as applicable (other than the filing of reports required under applicable Securities Laws within the prescribed time periods and the filing of standard documents with the TSXV, which documents shall be filed as soon as practicable after the Closing Date and, in any event, within 10 Business Days of the Closing Date or within such other deadline imposed by applicable Securities Laws or the TSXV);
(vii)	the Common Shares partially comprising the Units, the Warrant Shares, the Optioned Shares and the Optioned Warrant Shares have been authorized and allotted for issuance to the Purchasers or the Agent (as the case may be) and, upon the due exercise of the Warrants, Compensation Options and Optioned Warrants in accordance with the respective provisions thereof, and payment of the purchase price therefor, the Warrant Shares, Optioned Shares and Optioned Warrant Shares, respectively, will be validly issued as fully paid and non- assessable shares in the capital of the Corporation;
(viii)	the Warrants have been authorized and created for issuance to the Purchasers and, upon the due exercise of the Compensation Options in accordance with the respective provisions thereof, the Optioned Warrants will be validly issued and created;
(ix)	the Common Shares are listed and posted for trading on the TSXV and all necessary notices and filings have been made with, and all necessary consents, approvals and authorizations have been obtained by the Corporation from, the TSXV to ensure that the Common Shares partially comprising the Units, the Warrant Shares issuable upon exercise of the Warrants, the Optioned Shares issuable upon exercise of the Compensation Options and the Optioned Warrant Shares issuable on exercise of the Optioned Warrants will be listed and posted for trading on the TSXV upon their issuance;
(x)	the Units and the Underlying Securities will not be subject to a restricted period or to a statutory hold period in Canada under the Securities Laws or to any resale restriction under the policies of the TSXV which extends beyond four months and one day after the Closing Date, subject to the conditions set forth in Section 2.5 of NI 45-102;

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(xi)	the execution and delivery of this Agreement, the Subscription Agreements, the Warrant Certificates and the Compensation Option Certificates, the performance by the Corporation of its obligations hereunder or thereunder, including the issuance and sale of the Units and the issuance of the Compensation Options, does not and will not conflict with or result in a material breach or violation of any of the terms or provisions of, or constitute a default under, (whether after notice or lapse of time or both), (A) any law, statute, rule or regulation applicable to the Corporation including, without limitation, Securities Laws and the policies, rules and regulations of the TSXV; (B) the constating documents, by- laws or resolutions of the Corporation which are in effect at the date hereof; (C) any mortgage, note, indenture, contract, agreement, joint venture, partnership, instrument, lease or other document to which the Corporation is a party or by which it is bound; or (D) any judgment, decree or order binding the Corporation or the property or assets of the Corporation;
(xii)	the Corporation is in compliance in all material respects with its continuous disclosure obligations under Securities Laws of the provinces of British Columbia, Alberta and Ontario and the policies, rules and regulations of the TSXV and, without limiting the generality of the foregoing, there has not occurred any material adverse change, financial or otherwise, in the assets, liabilities (contingent or otherwise), business, financial conditions, capital or prospects of the Corporation since December 31, 2009, which has not been publicly disclosed on a non-confidential basis and, except as may have been corrected by subsequent disclosure, the statements set forth in the Disclosure Documents did not contain any misrepresentation as of the date of such statements and the Corporation has not filed any confidential material change reports since the date of such statements which remain confidential as at the date hereof;
(xiii)	except as has been publicly disclosed in the Disclosure Documents, the Corporation has not approved, has not entered into any agreement in respect of, and has no knowledge of:

(A)	the purchase of any material property or assets or any interest therein or the sale, transfer or other disposition of any material property or assets or any interest therein currently owned, directly or indirectly, by the Corporation, whether by asset sale, transfer of shares or otherwise;
(B)	any change in control (by sale, transfer or other disposition of shares or sale, transfer, lease or other disposition of all or substantially all of the property and assets of the Corporation) of the Corporation; or
(C)	a proposed or planned disposition of shares by any shareholder who owns, directly or indirectly, 10% or more of the outstanding shares of the Corporation, other than Great Western Exploration, LLC, which has indicated a desire to sell certain of the Common Shares owned by it upon the release of such shares from the escrow agreement governing such shares as required under applicable Securities Laws in connection with the Corporation’s initial public offering;

11

(xiv)	the audited comparative financial statements of the Corporation as at and for the year ended December 31, 2009 (the “Audited Financial Statements”) and the unaudited financial statements of the Corporation as at and for the three-month period ended March 31, 2010 (the “Unaudited First Quarter Financial Statements”) have been prepared in accordance with GAAP (except that the Unaudited First Quarter Financial Statements do not include all footnotes that would be required by GAAP) and present fairly, in all material respects, the financial condition of the Corporation as at the dates thereof and the results of the operations and cash flows of the Corporation for the periods then ended and contain and reflect adequate provisions or allowance for all reasonably anticipated liabilities, expenses and losses of the Corporation that are required to be disclosed in such financial statements and there has been no material change in accounting policies or practices of the Corporation since December 31, 2009, except as has been publicly disclosed in the Disclosure Documents;
(xv)	there are no material liabilities of the Corporation whether direct, indirect, absolute, contingent or otherwise required to be disclosed in the Audited Financial Statements which are not disclosed or reflected in the Audited Financial Statements, except those disclosed in the Disclosure Documents or those incurred in the ordinary course of business since December 31, 2009;
(xvi)	all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, sales taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, reassessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable by the Corporation have been paid or accrued, except where the failure to pay such taxes would not constitute an adverse material fact in respect of the Corporation or have a Material Adverse Effect. All tax returns, declarations, remittances and filings required to be filed by the Corporation have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and accurate and no material fact or facts have been omitted therefrom which would make any of them misleading, except where the failure to file such documents would not constitute an adverse material fact or material change in respect of the Corporation or have a Material Adverse Effect. To the knowledge of the Corporation, no examination of any tax return of the Corporation is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any taxes that have been paid, or may be payable, by the Corporation, in any case except where such examinations, issues or disputes would not constitute an adverse material fact in respect of the Corporation or have a Material Adverse Effect;

12

(xvii)	the Corporation’s Auditors who audited the Audited Financial Statements and who provided their audit report thereon, are independent public accountants as required under applicable Securities Laws and are a registered public accounting firm as defined by the Public Company Accounting Oversight Board (“PCAOB”), whose registration has not, to the knowledge of the Corporation, been suspended or revoked and who has not, to the knowledge of the Corporation, requested such registration be withdrawn and there has never been a reportable event (within the meaning of NI 51-102) between the Corporation and the Corporation’s Auditors;
(xviii)	except as contemplated by this Agreement or as disclosed in the Disclosure Documents, no holder of outstanding shares in the capital of the Corporation is entitled to any pre-emptive or any similar rights to subscribe for any Common Shares or other securities of the Corporation and no rights, warrants or options to acquire from the Corporation, or instruments convertible into or exchangeable for, any shares in the capital of the Corporation are outstanding;
(xix)	there is no agreement in force or effect which in any manner affects or will affect the voting or control of any of the securities of the Corporation;
(xx)	other than as set out in the Disclosure Documents, none of the directors, officers or employees of the Corporation, any Person who owns, directly or indirectly, more than 10% of any class of securities of the Corporation or securities of any Person exchangeable for more than 10% of any class of securities of the Corporation, or any associate or affiliate of any of the foregoing, had or has any material interest, direct or indirect, in any transaction or any proposed transaction (including, without limitation, any loan made to or by any such Person) with the Corporation which, as the case may be, materially affects, is material to or will materially affect the Corporation;
(xxi)	no legal or governmental proceedings or inquiries are pending to which the Corporation is a party or to which its property is subject that would result in the revocation or modification of any material certificate, authority, permit or license necessary to conduct the business now owned or operated by the Corporation which, if the subject of an unfavourable decision, ruling or finding would have a Material Adverse Effect and to the knowledge of the Corporation, no such legal or governmental proceedings or inquiries have been threatened against or are contemplated with respect to the Corporation or any of its assets;
(xxii)	there are no actions, suits, judgments, investigations, inquires or proceedings of any kind whatsoever outstanding (whether or not purportedly on behalf of the Corporation), pending or, to the knowledge of the Corporation, threatened against or affecting the Corporation, or any of it directors or officers, at law or in equity or before or by any commission, board, bureau or agency of any kind whatsoever and, to the knowledge of the Corporation, there is no basis therefor and the Corporation is not subject to any judgment, order, writ, injunction, decree, award, rule, policy or regulation of any Governmental Authority which, either separately or in the aggregate, may have a Material Adverse Effect or would adversely affect the ability of the Corporation to perform its obligations under this Agreement;

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(xxiii)	Except as disclosed in the Disclosure Documents, (i) the Corporation’s ownership interest in its material properties described in the Disclosure Documents is held free and clear of all Encumbrances, (ii) the Corporation has no Subsidiaries; and (iii) the Corporation does not own any securities or ownership interest in any other person which is material to the Company, taken as a whole;
(xxiv)	The New Mexico Beryllium Project is the only material mineral project of the Corporation and is the Corporation’s only material asset except for cash; except as described in the Disclosure Documents, all agreements by which the Corporation holds an interest in the New Mexico Beryllium Project are in good standing according to their terms, the New Mexico Beryllium Project is in compliance with all applicable laws of the jurisdiction in which it is situated and all filings and work commitments required to maintain the New Mexico Beryllium Project have been properly recorded and filed in a timely manner with the appropriate regulatory body; except as disclosed in the Disclosure Documents, all mineral licenses or other interests in the New Mexico Beryllium Project are either leased by the Corporation or held directly by the Corporation, who holds good and marketable title, and the underlying mineral licences are in good standing, are valid and enforceable, are free and clear of any Encumbrances and, except as disclosed in the Disclosure Documents, no royalty is payable in respect of any of them, and no other property rights are currently necessary for the conduct of the Corporation’s business; there are no restrictions on the ability of the Corporation to use, transfer or otherwise exploit any such property rights except as set out in the Disclosure Documents, and the Corporation does not know of any claim or basis for a claim that may adversely affect such rights;
(xxv)	the Corporation is in material compliance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) in connection with the disclosure in the Disclosure Documents of scientific or technical information made by the Corporation concerning each mineral project on a property material to the Corporation and the Technical Report complies with NI 43-101 and the authors thereof, Fred Brown, CPG, Pr. Sci. Nat. and Tracy Armstrong, P. Geo., are independent qualified persons within the meaning of NI 43-101;
(xxvi)	the Corporation has made available to the author of the Technical Report, prior to the issuance thereof, for the purpose of preparing the Technical Report, all information requested, and to the knowledge and belief of the Corporation at the time the information was provided, such information did not contain any material misrepresentation;
(xxvii)	the Corporation has conducted and is conducting its business in material compliance with all applicable laws and regulations of each jurisdiction in which it carries on business (including, without limitation, all applicable Environmental Laws) and has not received a notice of non-compliance, or knows of, or has reasonable grounds to know of, any facts that could give rise to a notice of non- compliance with any such laws or regulations which would have a Material Adverse Effect on the Corporation;

14

(xxviii) except to the extent that any violation or other matter referred to in this subsection does not have a Material Adverse Effect on the Corporation:

(A)	the Corporation is not in violation of any Environmental Laws;
(B)	to the best of its knowledge, the Corporation has operated its business at all times and has received, handled, used, stored, treated, shipped and disposed of all contaminants without violation of Environmental Laws;
(C)	there have been no material spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water or any municipal or other sewer or drain water systems by the Corporation that have not been remedied;
(D)	no orders, rulings, directions or notices have been issued and remain outstanding or to the best of its knowledge are pending or threatened against it under or pursuant to any Environmental Laws;
(E)	the Corporation has no knowledge of, and has not received any notice of, any claim, judicial or administrative proceeding, pending or threatened against it which may materially adversely affect the Corporation as a whole relating to or alleging any material violation of Environmental Laws and the Corporation is not aware of any facts which could give rise to any such claim or judicial or administrative proceeding and the Corporation is not, to the best of the Corporation’s knowledge, the subject of any investigation, evaluation, audit or review by any Governmental Authority to determine whether any material violation of Environmental Laws has occurred or is occurring or whether any remedial action is needed;
(F)	to the best of the Corporation’s knowledge, it has not failed to report to the proper Governmental Authority the occurrence of any event which is required to be so reported by any Environmental Law; and
(G)	the Corporation holds all licences, permits and approvals required under any Environmental Laws in connection with the operation of its business and the ownership and use of its assets, all such licences, permits and approvals are in full force and effect, and the Corporation has not received any notification pursuant to any Environmental Laws that any work, repairs, constructions or capital expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto, or that any license, permit or approval referred to above is about to be reviewed, made subject to limitations or conditions, revoked, withdrawn or terminated;

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(xxix)	the Corporation is not in violation of its articles or by-laws or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any material contract, indenture, trust deed, mortgage, loan agreement, note, lease or other agreement or instrument to which it is a party or by which it or its property may be bound except where such violation or default in performance would not have a Material Adverse Effect;
(xxx)	to the knowledge of the Corporation, no counterparty to any material obligation, agreement, covenant or condition contained in any material contract, indenture, trust deed, mortgage, loan agreement, note, lease or other agreement or instrument to which the Corporation is a party is in default in the performance or observance thereof, except where such violation or default in performance would not have a Material Adverse Effect;
(xxxi)	the Corporation owns or has the right to use under licence, sub-licence or otherwise all material intellectual property used by the Corporation in its business, including copyrights, industrial designs, trademarks, trade secrets, know how and proprietary rights, free and clear of any and all Encumbrances;
(xxxii)	at the Closing Time, each of this Agreement, the Subscription Agreements, the Warrant Certificates and the Compensation Option Certificates shall have been duly authorized and executed and delivered by the Corporation and upon such execution and delivery each shall constitute a valid and binding obligation of the Corporation and each shall be enforceable against the Corporation in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable law;
(xxxiii)	no order, ruling or determination having the effect of suspending the sale or ceasing the trading in any securities of the Corporation has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or, to the knowledge of the Corporation, are pending, contemplated or threatened by any regulatory authority;

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(xxxiv)	the authorized capital of the Corporation consists of 10,000,000 shares of preferred stock with no par value (the “Preferred Shares”) and 250,000,000 Common Shares, of which, immediately prior to the Closing Time, no Preferred Shares and 32,945,000 Common Shares were issued and outstanding as fully paid and non-assessable shares in the capital of the Corporation. In addition, immediately prior to the Closing Time, options exercisable to acquire an aggregate of 5,560,000 Common Shares with a weighted average exercise price of US$0.26 per share, and warrants exercisable to acquire an aggregate of 575,000 Common Shares at an exercise price of $0.30 per share were outstanding.
(xxxv)	except as disclosed in the Disclosure Documents, the Corporation has not made any loans to or guaranteed the obligations of any Person;
(xxxvi)	except as disclosed in the Disclosure Documents or as incurred in the ordinary course of business, the Corporation is not indebted to any Person;
(xxxvii)	with respect to each premises of the Corporation which is material to the Corporation and which the Corporation occupies as tenant (the “Leased Premises”), the Corporation occupies the Leased Premises and has the exclusive right to occupy and use the Leased Premises and each of the leases pursuant to which the Corporation occupies the Leased Premises is in good standing and in full force and effect;
(xxxviii)	the Corporation is in compliance with all laws respecting employment and employment practices, terms and conditions of employment, pay equity and wages, except where non-compliance with such laws could not reasonably be expected to have a Material Adverse Effect, and has not and is not engaged in any unfair labour practice;
(xxxix)	there has not been in the last two years and there is not currently any labour disruption or conflict between the Corporation and the employees of the Corporation which could reasonably be expected to have a Material Adverse Effect;
(xl)	Registrar and Transfer Company, at its principal offices in Cranford, New Jersey has been duly appointed as registrar and transfer agent for the Common Shares and Equity Transfer and Trust Company, at its principal offices in Toronto, Ontario has been duly appointed as co-transfer agent for the Common Shares;
(xli)	the minute books and records of the Corporation for the period from the date of its incorporation to the date hereof are all of the minute books and records of the Corporation and contain copies of all proceedings (or certified copies thereof or drafts thereof pending approval) of the shareholders, the directors and all committees of directors of the Corporation to the date of review of such corporate records and minute books and there have been no other meetings, resolutions or proceedings of the shareholders, directors or any committees of the directors of the Corporation during such period not reflected in such minute books and other records, other than those in respect of this Offering or which are not material to the Corporation;

17

(xlii)	There is and has been no failure on the part of the Corporation and any of the Corporation’s directors or officers, in their capacities as such, to comply with any applicable provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated therewith (the “Sarbanes-Oxley Act”) and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Corporation maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Sarbanes-Oxley Act, the Exchange Act and the Securities Laws and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with applicable Securities Laws, the Exchange Act and rules of the TSXV. The Corporation has not publicly disclosed or reported to the Audit Committee or the Board, and does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls (each, an “Internal Control Event”), any violation of, or failure to comply with, the Securities Laws that, if determined adversely, would be reasonably expected to result in a Material Adverse Effect;
(xliii)	the Corporation has not withheld and will not withhold from the Agent prior to the Closing Time, any material facts relating to the Corporation or the Offering;
(xliv)	The Corporation has established disclosure controls and procedures (as defined in Rules 13a-14 and 15d-14 of the Exchange Act) to ensure that material information relating to the Corporation is made known to the certifying officers by others, particularly during the periods in which the Corporation’s annual report on Form 10-K and quarterly reports on Form 10-Q are to be prepared;
(xlv)	The Corporation, and, to the Corporation’s knowledge, any of its officers, directors, supervisors, managers, agents, or employees, and each of its affiliates, has not violated and its participation in the Offering will not violate, any of the following laws: (a) anti-bribery laws, including but not limited to, any applicable law, rule, or regulation of any locality, including but not limited to any law, rule, or regulation promulgated to implement the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, signed December 17, 1997, including the U.S. Foreign Corrupt Practices Act of 1977 or any other law, rule or regulation of similar purpose and scope, (b) anti- money laundering laws, including but not limited to, applicable federal, state, international, foreign or other laws, regulations or government guidance regarding anti-money laundering, including, without limitation, Title 18 U.S. Code Section 1956 and 1957, the Patriot Act, the Bank Secrecy Act, and international anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial Action Task Force on Money Laundering, of which the United States is a member and with which designation the United States representative to the group or organization continues to concur, all as amended, and any executive order, directive, or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued thereunder or (c) laws and regulations imposing U.S. economic sanctions measures, including, but not limited to, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the United Nations Participation Act, and the Syria Accountability and Lebanese Sovereignty Act, all as amended, and any executive order, directive, or regulation pursuant to the authority of any of the foregoing, including the regulations of the United States Treasury Department set forth under 31 CFR, Subtitle B, Chapter V, as amended, or any orders or licenses issued thereunder. The Corporation has adopted an ethics policy relating to the conduct of business by its officers, directors and employees. The Corporation has not at any time during the last five years (i) used any corporate funds for any unlawful contribution to any candidate for public office; or (ii) made any payment to any federal or state government officer or official or other person charged with similar public duties, other than payments required or permitted by the laws of the United States or any jurisdiction thereof;

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(xlv)

to the knowledge of the Corporation, neither the Corporation, nor any of its officers or directors is aware of any circumstances presently existing under which liability is or would reasonably be expected to be incurred under Part XXIII.1 – Civil Liability for Secondary Market Disclosure of the Securities Act (Ontario) or comparable legislation under the applicable Securities Laws of the Designated Provinces; and

(xlvi)

other than the Agent and any Selling Firms, there is no Person acting or purporting to act at the request or on behalf of the Corporation that is entitled to any brokerage or finder’s fee or other compensation in connection with the transactions contemplated by this Agreement.

(b)

Representations, Warranties and Covenants of the Agent. The Agent hereby represents, warrants and covenants to the Corporation, and acknowledges that the Corporation is relying upon such representations, warranties and covenants, that:

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(i)	it will not, and will require any Selling Firm to agree not to, offer or sell any Units to a U.S. Purchaser or any Person acting or acquiring the Units on behalf of any U.S. Purchaser;
(ii)	it will not, and will require any Selling Firm to agree not to, accept any subscriptions from a Person who, either directly or on behalf of any other Person, at the time the buy order for the Units was originated, was in the United States, or accept any Subscription Agreement executed or delivered in the United States;
(iii)	it will not, and will require any Selling Firm to agree not to, engage in any directed selling efforts (as that term is defined by Regulation S) in the United States, which would include any activity (such as placing an advertisement in a publication with general circulation in the United States that refers to the Units) undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Units;
(iv)	the current structure of this transaction and all transactions and activities contemplated hereunder is not a scheme to evade the registration requirements of the U.S. Securities Act;
(v)	it will not, and will require any Selling firm to agree not to, make any sales of any Units otherwise than pursuant to the provisions of the Subscription Agreements;
(vi)	it will, and will require any Selling Firm to agree to, conduct its activities in connection with the proposed Offering in compliance with all Securities Laws and all applicable laws of the jurisdictions outside Canada in which they offer Units;
(vii)	it will not, and will require any Selling Firm to agree not to, engage in or authorize, any form of general solicitation or general advertising in connection with or in respect of the Units in any newspaper, magazine, printed media of general and regular paid circulation or any similar medium, or broadcast over radio or television or by means of the Internet or otherwise or conduct any seminar or meeting concerning the offer or sale of the Units whose attendees have been invited by any general solicitation or general advertising;
(viii)	it will not, and will require any Selling Firm to agree not to, directly or indirectly, offer, sell, solicit offers to purchase or sell the Units so as to require the filing of a prospectus, registration statement or offering memorandum or similar document with respect thereto or the provision of a contractual right of action (as defined in Ontario Securities Commission Rule 14-501 – “Definitions”) or a statutory right of action under the laws of any jurisdiction;
(ix)	it will not, and will require any Selling Firm to agree not to, solicit subscriptions for Units except in accordance with the terms and conditions of this Agreement;

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(x)	it will use commercially reasonable efforts to obtain a duly completed and executed Subscription Agreement from each Purchaser along with all other applicable forms, reports, undertakings and/or documentation required under applicable Securities Laws;
(xi)	it is a valid and subsisting corporation under the laws of the jurisdiction in which it was incorporated;
(xii)	it will be acquiring the Compensation Options (and Units, if any) as principal for its own account; and
(xiii)	it is not a U.S. Person, did not receive the offer to purchase the Compensation Options (and Units, if any) in the United States, did not execute this Agreement and did not and will not receive the Compensation Options (and Units, if any) in the United States and is not acquiring the Compensation Options (and Units, if any) for the account or benefit of a U.S. Person or person in the United States.

(c) The Agent further represents and warrants that it is, and, to the best of its knowledge, each Selling Firm, if any, is properly registered as a “dealer” (as such term is defined under applicable Securities Laws) in the Designated Provinces in which the Agent or Selling Firm, as applicable, solicits or procures subscriptions for the Units. For the avoidance of doubt, the Agent and each Selling Firm, if any, is an “accredited investor” (as such term is defined in NI 45-106).

4.

Closing Deliveries. The purchase and sale of the Units shall be completed at the Closing Time at the offices of Fraser, Milner Casgrain LLP at Suite 3900, 1 First Canadian Place, 100 King Street West, Toronto ON M5X 1B2 or at such other place(s) as the Agent and the Corporation may agree. At or prior to the Closing Time, the Corporation shall duly and validly deliver to the Agent certificates in definitive form representing the Common Shares partially comprising the Units, the Warrant Certificates and the Compensation Option Certificates, in each case registered as directed by the Agent in writing, against payment at the direction of the Corporation, in lawful money of Canada by certified cheque, banker’s draft or wire transfer payable at par in Toronto, Ontario of an amount equal to the aggregate Purchase Price for the Units being issued and sold hereunder less the Commission and all of the estimated out-of-pocket expenses of the Agent and fees, disbursements and applicable taxes of Agent’s counsel payable by the Corporation to the Agent in accordance with Section 11.

5.

Closing Conditions. Each Purchaser’s obligation to purchase the Units at the Closing Time shall be conditional upon the fulfilment at or before the Closing Time of the following conditions:

(a)

the Agent shall have received a certificate, dated as of the Closing Date, signed by the President and Chief Executive Officer of the Corporation (in their capacities as such and with no personal liability to such officer), or such other officer of the Corporation as the Agent may agree, certifying for and on behalf of the Corporation, to the best of the knowledge, information and belief of the person so signing, that:

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(i)	no order, ruling or determination having the effect of suspending the sale or ceasing the trading in any securities of the Corporation has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened by any regulatory authority;
(ii)	since December 31, 2009, (A) there has been no material adverse change, financial or otherwise, in the assets or liabilities (contingent or otherwise), business, financial condition, capital or prospects of the Corporation as of the date of this Agreement that has not been generally disclosed, and (B) no material transactions have been entered into by the Corporation other than in the ordinary course of business, except as has been disclosed in the Disclosure Documents;
(iii)	the Corporation has duly complied with all the terms, covenants and conditions of this Agreement on its part to be complied with up to the Closing Time; and
(iv)	the representations and warranties of the Corporation contained in this Agreement are true and correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time.

(b)

the Agent shall have received at the Closing Time a certificate dated the Closing Date, signed by an appropriate officer or officers of the Corporation addressed to the Agent, with respect to the constating documents of the Corporation, all resolutions of the Corporation’s board of directors relating to this Agreement, and the transactions contemplated hereby and thereby, the incumbency and specimen signatures of signing officers and such other matters as the Agent may reasonably request;

(c)

the Agent shall have received satisfactory evidence that all requisite approvals of the TSXV have been obtained by the Corporation in order to complete the Offering;

(d)

the Common Shares partially comprising the Units, the Warrant Shares issuable upon the exercise of the Warrants, the Optioned Shares issuable upon exercise of the Compensation Options and the Optioned Warrant Shares issuable upon exercise of the Optioned Warrants shall have been conditionally approved for listing on the TSXV;

(e)

the Subscription Agreements, the certificates representing the Common Shares partially comprising the Units, the Warrant Certificates and the Compensation Option Certificates shall have been executed and delivered by the Corporation in form and substance satisfactory to the Agent, acting reasonably;

(f)

the Agent shall have received a certificate from Registrar and Transfer Company or Equity Transfer and Trust Company as to the number of Common Shares issued and outstanding as at a date not more than two Business Days prior to the Closing Date;

(g)

the Agent shall have received from Comeau, Maldegen, Templeman & Indall, LLP, attorneys at law, their written opinion, as counsel to the Corporation, addressed to the Agent and dated June 16, 2010, in form and substance reasonably satisfactory to the Agent.

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(h)

the Agent shall have received favourable legal opinions addressed to the Agent, in form and substance satisfactory to the Agent, acting reasonably, dated as of the Closing Date, from Dufford and Brown, P.C. United States counsel for the Corporation, which counsel in turn may rely, as to matters of fact, on certificates of public officials and officers of the Corporation, as appropriate, with respect to the following matters:

(i)	as to the valid existence of the Corporation, and as to the requisite corporate power of the Corporation to carry out its obligations under this Agreement, the Subscription Agreements, the Warrant Certificates and the Compensation Option Certificates and to issue the Common Shares and Warrants comprising the Units and the Underlying Securities;
(ii)	as to the authorized and issued capital of the Corporation;
(iii)	the Corporation has all requisite corporate power and authority under the laws of the State of Colorado to carry on its business as presently carried on and to own, lease and operate its properties and assets;
(iv)	none of the execution and delivery of this Agreement, the Subscription Agreements, the Warrant Certificates and the Compensation Option Certificates by the Corporation, the performance by the Corporation of its obligations hereunder and thereunder, will conflict with the constating documents of the Corporation;
(v)	each of this Agreement, the Subscription Agreements, the Warrant Certificates and the Compensation Option Certificates has been duly authorized and executed and delivered by the Corporation;
(vi)	the form and terms of the definitive certificates representing the Common Shares have been approved by the board of directors of the Corporation and the certificates representing the Common Shares comply in all material respects with all applicable requirements of the articles of incorporation and by-laws of the Corporation and the Colorado Business Corporation Act;
(vii)	the Common Shares, the Warrant Shares, the Optioned Shares and the Optioned Warrant Shares have been duly authorized and, in the case of the Warrant Shares, the Optioned Shares and the Optioned Warrant Shares reserved for issuance;
(viii)	the Common Shares partially comprising the Units have been and, upon the due exercise of the Warrants, the Compensation Options and the Optioned Warrants in accordance with the respective provisions thereof, the Warrant Shares, the Optioned Shares and the Optioned Warrant Shares will be, validly issued as fully paid and non-assessable shares in the capital of the Corporation;
(ix)	the Warrants partially comprising the Units have been and, upon the exercise of the Compensation Options in accordance with the provisions thereof, the Optioned Warrants will be, validly issued and created;

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(x)

assuming compliance by the Agent and the Selling Firms with all of the terms of this Agreement, the issuance and sale by the Corporation of the Units to the Purchasers and the issuance of the Compensation Options to the Agent are exempt from the registration requirements of the U.S. Securities Act and no documents are required to be filed (other than specified forms accompanied by requisite filing fees), proceedings taken or approvals, permits, consents or authorizations obtained under the U.S. Securities Act or applicable Colorado state securities or blue sky laws to permit such issuance and sale; and

(xi)

the issuance of the Warrant Shares upon exercise of the Warrants by the original purchasers who are outside the United States at the time of exercise, the issuance of the Optioned Shares and Optioned Warrants upon the exercise of the Compensation Options and the issuance of the Optioned Warrant Shares upon the exercise of the Optioned Warrants will be exempt from the registration requirements of the U.S. Securities Act and applicable Colorado state securities or blue sky laws.

(i)

the Agent shall have received favourable legal opinions addressed to the Agent, in form and substance satisfactory to the Agent, acting reasonably, dated as of the Closing Date, from Fraser Milner Casgrain LLP, Canadian counsel for the Corporation, and where appropriate, counsel in the other Designated Provinces, which counsel in turn may rely, as to matters of fact, on certificates of public officials and officers of the Corporation, as appropriate, with respect to the following matters:

(i)	each of this Agreement, the Subscription Agreements, the Warrant Certificates and the Compensation Option Certificates constitutes a valid and legally binding agreement of the Corporation enforceable against it in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, liquidation, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and the qualification that the enforceability of rights of indemnity, contribution and waiver and the ability to sever unenforceable terms may be limited by applicable law;
(ii)	the issuance and sale by the Corporation of the Units to the Purchasers and the issuance of the Compensation Options to the Agent are exempt from the prospectus requirements of applicable Securities Laws of the Designated Provinces and no documents are required to be filed (other than specified forms accompanied by requisite filing fees), proceedings taken or approvals, permits, consents or authorizations obtained under the applicable Securities Laws of the Designated Provinces to permit such issuance and sale;
(iii)	the issuance of the Warrant Shares upon exercise of the Warrants, the issuance of the Optioned Shares and Optioned Warrants upon the exercise of the Compensation Options and the issuance of the Optioned Warrant Shares upon the exercise of the Optioned Warrants will be exempt from the prospectus requirements of applicable Securities Laws of the Designated Provinces;

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(iv) the first trade by the Purchasers or the Agent (as applicable) of the Common Shares and the Warrants comprising the Units, the Warrant Shares, the Optioned Shares, the Optioned Warrants and the Optioned Warrant Shares in the Designated Provinces will be a distribution subject to the prospectus requirements under the Securities Laws of the Designated Provinces unless:

(A)	the Corporation is and has been a reporting issuer in a jurisdiction of Canada for the four months immediately preceding the trade;
(B)	at the time of such trade, at least four months have elapsed from the “distribution date” (as defined under NI 45-102) of the Common Shares and Warrants comprising the Units and the Compensation Options, as the case may be;
(C)	the certificates representing the Common Shares partially comprising the Units, the Warrant Certificates, the Compensation Option Certificates, the certificates representing the Optioned Shares, the certificates representing the Optioned Warrants and the certificates representing the Optioned Warrant Shares, as applicable, were issued with a legend stating the prescribed restricted period in accordance with section 2.5 of NI 45-102;
(D)	such trade is not a “control distribution” (as defined in the NI 45-102);
(E)	no unusual effort is made to prepare the market or to create a demand for the securities that are the subject of such trade;
(F)	no extraordinary commission or consideration is paid to a person or corporation in respect of such trade; and
(G)	if the selling securityholder is an insider or officer of the Corporation, the selling securityholder has no reasonable grounds to believe that the Corporation is in default of “securities legislation” (as defined in National Instrument 14-101 – Definitions and Interpretation);

(v)	the TSXV has conditionally accepted the Offering as outlined in the TSXV letter;
(vi)	such other matters as the Agent’s legal counsel may reasonably request prior to the Closing Time.

(j)

the Agent shall have received a certificate of status with respect to the jurisdiction in which the Corporation is incorporated.

6.

Termination Events. The Agent shall be entitled to terminate their obligations hereunder by written notice to that effect given to the Corporation at or prior to the Closing Time if:

(a) there is, in the sole opinion of the Agent, acting reasonably, a material change or change in a material fact or new material fact or an undisclosed material fact or material change which might be expected to have a Material Adverse Effect on the condition (financial or otherwise), property, assets, operations, business, affairs, profitability or prospects of the Corporation;

25

(b)	(i) any inquiry, action, suit, proceeding or investigation (whether formal or informal) in relation to the Corporation or any of the directors or officers of the Corporation (including matters of regulatory transgression or unlawful conduct), is commenced, announced or threatened or any order made by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality including, without limitation, the TSXV or any securities regulatory authority, or any law or regulation is enacted or changed which in the opinion of the Agent, acting reasonably, operates to prevent or restrict the trading of the Units or any other securities of the Corporation or materially and adversely affects or will materially and adversely affect the market price or value of the Units or any other securities of the Corporation; or (ii) if there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence of national or international consequence (including terrorism) or any new law or regulation or a change thereof which in the reasonable opinion of the Agent materially adversely affects, or involves, or will, or could reasonably be expected to, materially adversely affect, or involve, the financial markets or the business, operations or affairs of the Corporation;
(c)	the state of the financial markets is such that, in the sole opinion of the Agent, acting reasonably, it would be unprofitable to offer or continue to offer for sale the Units;
(d)	any order to cease or suspend trading in any securities of the Corporation is made, threatened or announced by any securities regulatory authority; or
(e)	the Corporation is in breach of any material term, condition, covenant or agreement contained in this Agreement or any representation or warranty given by the Corporation in this Agreement is or becomes untrue, false or misleading.

7.

Exercise of Termination Right. The right of the Agent to terminate its obligations under this Agreement is in addition to such other remedies as it may have in respect of any default, act or failure to act of the Corporation in respect of any of the matters contemplated by this Agreement. If this Agreement is terminated by the Agent pursuant to Section 6, there shall be no further liability on the part of the Agent or of the Corporation to the Agent, except in respect of any liability which may have arisen or thereafter arise under Sections 9, 10 and 11.

8.

Survival of Representations and Warranties. All representations and warranties herein contained or contained in any documents delivered pursuant to this Agreement and in connection with the transactions herein contemplated shall survive the purchase and sale of the Units for a period of two years after the Closing Date, regardless of the Closing of the Offering and regardless of any investigations which may be carried out by the Agent or on their behalf and shall not be limited or prejudiced by any investigation made by or on behalf of the Agent in connection with the purchase and sale of the Units or otherwise. In this regard, the Agent shall act as trustee for the Purchasers and accept these trusts and shall hold and enforce such rights on behalf of the Purchasers. Without any limitation of the foregoing, the provisions contained in this Agreement in any way related to indemnification or contribution obligations shall survive and continue, in full force and effect, indefinitely.

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9.

(a)

Indemnity. The Corporation shall indemnify and save harmless the Agent and any of its affiliates and Selling Firms (if any) and the directors, officers, employees, partners, shareholders and agents of the Agent and/or their affiliates and Selling Firms (if any) (collectively, the “Indemnified Parties” and each, an “Indemnified Party”) from and against all liabilities, claims, actions, suits, proceedings, losses (other than loss of profits), costs, damages and expenses whether joint or several (including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings or claims) to which the Indemnified Party may become subject or otherwise involved in any capacity under any statute or common law or otherwise insofar as such expenses, losses, claims, damages, liabilities or actions arise out of or are based, directly or indirectly, upon the performance of professional services rendered to the Corporation by the Agent or any Indemnified Party hereunder or otherwise in connection with the Offering, including, without limitation:

(i)	any breach of any representation or warranty made by the Corporation herein;
(ii)	any information or statement (except any information or statement relating solely to the Indemnified Party) contained in any certificate of the Corporation delivered under this Agreement or pursuant to this Agreement which at the time and in the light of the circumstances under which it was made contains or is alleged to contain a misrepresentation;
(iii)	any omission or alleged omission to state in any certificate of the Corporation delivered under this Agreement or pursuant to this Agreement any material fact (except facts relating solely to and based solely upon information provided by the Indemnified Party), required to be stated in such document or necessary to make any statement in such document not misleading in light of the circumstances under which it was made;
(iv)	any order made or enquiry, investigation or proceedings commenced or threatened by any securities regulator or other competent authority based upon any untrue statement or omission or alleged untrue statement or alleged omission or any misrepresentation or alleged misrepresentation (except a statement or omission or alleged statement or omission relating solely to and based solely upon information provided by the Indemnified Party) based upon any failure to comply with the Securities Laws (other than any failure or alleged failure to comply by the Indemnified Party), preventing or restricting the trading in or the sale or distribution of the Units in any of the Designated Provinces; or
(v)	the non-compliance or alleged non-compliance by the Corporation with any of the Securities Laws, including the Corporation’s non-compliance with any statutory requirement to make any document available for inspection,

provided, however, that this indemnity shall not apply to the extent that a court of competent jurisdiction in a final judgement that has become non-appealable shall determine that:

27

(i)	an Indemnified Party has been grossly negligent or dishonest or has committed any fraudulent act or wilful misconduct in the course of such performance; and
(ii)	the expenses, losses, claims, damages or liabilities, as to which indemnification is claimed, were directly caused by the gross negligence, dishonesty, fraud or wilful misconduct referred to in (i) immediately above.

(b) Repayment. If the indemnity does not apply pursuant to subparagraphs (i) and (ii) immediately above, each such Indemnified Party shall immediately reimburse any funds advanced by the Corporation to such party pursuant to this indemnity.

(c)

Notification of Claims. If any matter or thing contemplated by this Section 9 (any such matter or thing being referred to as a “Claim”) is asserted against an Indemnified Party, such Indemnified Party will notify the Corporation as soon as possible of the nature of such Claim and the Corporation shall be entitled (but not required) to assume the defence of any suit brought to enforce such Claim; provided, however, that the defence shall be conducted through legal counsel acceptable to the Indemnified Party, acting reasonably, and that no settlement of any such Claim may be made by the Corporation or the Indemnified Party without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed, and the Corporation shall not be liable for any settlement of any such Claim unless it has consented in writing to such settlement.

(d)

Right of Indemnity in Favour of Others. With respect to any Indemnified Party who is not a party to this Agreement, the Agent shall obtain and hold the rights and benefits of this Section 9 and Section 10 in trust for and on behalf of such Indemnified Party.

(e)

Retaining Counsel. In any such Claim, the Indemnified Party shall have the right to retain other counsel to act on behalf of the Indemnified Party and to participate in the defence thereof, provided that the fees and disbursements of such counsel shall be paid by the Indemnified Party unless: (i) the Corporation and the Indemnified Party shall have mutually agreed to the retention of the other counsel; (ii) the Corporation fails to assume the defence of such Claim on behalf of the Indemnified Party within a reasonable period of time of receiving written notice to assume the defence of such Claim; or (iii) the named parties to any such Claim (including any added third party) include both the Indemnified Party and the Corporation and the Indemnified Party shall have been advised by counsel that representation of the Indemnified Party by counsel for the Corporation is inappropriate as a result of potential or actual differing interests of those represented; in each of which cases the Corporation shall not have the right to assume the defence of such Claim on behalf of the Indemnified Party but the Corporation shall be liable to pay the reasonable fees and disbursements of counsel to the Indemnified Party, subject as hereinafter provided. Where more than one Indemnified Party is entitled to retain separate counsel in the circumstances described in this Section 9(e), all Indemnified Parties shall be represented by one separate counsel and the fees and disbursements of only one separate counsel for all Indemnified Parties shall be paid by the Corporation unless otherwise agreed to by the Corporation.

10.

(a)

Contribution. In order to provide for a just and equitable contribution in circumstances in which the indemnity provided in Section 9 would otherwise be available in accordance with its terms but is, for any reason, held to be unavailable to or unenforceable by the Agent or enforceable otherwise than in accordance with its terms, the Corporation and the Agent shall contribute to the aggregate of all claims, expenses, costs and liabilities (including any legal expenses reasonably incurred by the Indemnified Party in connection with any claim which is the subject of this section) and all losses (other than loss of profits) of a nature contemplated in Section 9 in such proportions as are appropriate to reflect not only the relative benefits received by the Corporation on the one hand and the Agent on the other hand, but also the relative fault of the Corporation and the Agent, as well as any relevant equitable consideration. However, no party who has engaged in any fraud, fraudulent misrepresentation, wilful misconduct or negligence shall be entitled to claim contribution from any Person who has not engaged in such fraud, fraudulent misrepresentation, wilful misconduct or negligence.

28

(b)

Right of Contribution in Addition to Other Rights. The rights to contribution provided in this Section 10 shall be in addition to and not in derogation of any other right to contribution which the Agent may have by statute or otherwise at law.

(c)

Calculation of Contribution. In the event that the Corporation may be held to be entitled to contribution from the Agent under the provisions of any statute or at law, the Corporation shall be limited to contribution in an amount not exceeding the lesser of:

(i)	the portion of the full amount of the loss or liability giving rise to such contribution for which the Agent is responsible, as determined in subsection 10(a) above; and
(ii)	the amount of the aggregate fee actually received by the Agent from the Corporation under this Agreement.

(d)

Notice. If the Agent has reason to believe that a claim for contribution may arise, it shall give the Corporation notice of such claim in writing, as soon as reasonably possible, but failure to notify the Corporation shall not relieve the Corporation of any obligation which it may have to the Agent under this subsection.

11.

Expenses. The Corporation shall pay all of its own expenses in connection with the Offering, including, without limitation, all expenses of or incidental to the creation, issue, sale or distribution of the Units, the fees and expenses of the Corporation’s counsel and all costs incurred in connection with the preparation of documents or certificates relating to the Offering. The Corporation shall also pay against invoices: (i) all reasonable out-of-pocket costs incurred by the Agent in connection with the Offering, to a maximum of $20,000 (excluding applicable taxes); and (ii) all fees, disbursements and taxes of the Agent’s counsel, to a maximum of $30,000 (excluding disbursements and applicable taxes), in each case whether or not the Offering is completed. With respect to the fees, disbursements and taxes of the Agent’s counsel, the Agent acknowledges receipt from the Corporation of a non-refundable work fee in the amount of $10,000 and agrees that such amount may be credited against any amounts otherwise owing to the Agent by the Corporation in respect of such fees, disbursements and taxes under this Section 11.

29

12.

Advisory Services. The Corporation (on its own behalf and on behalf of any of its Subsidiaries) hereby grants to the Agent and Canaccord the exclusive right to provide (or to have any of their respective Subsidiaries or affiliates provide) any and all investment banking/financial advisory services of a nature customarily provided by an investment banking firm (the “Advisory Services”) which the Corporation (or any of its Subsidiaries, as applicable) determines that it requires during the period of twenty-four (24) months following the Closing Date (the “Exclusivity Period”). During the Exclusivity Period, the Corporation shall promptly notify the Agent in writing of its requirements for Advisory Services from time to time and the Corporation shall negotiate in good faith with the Agent and Canaccord, the financial terms and any other terms and conditions on which such Advisory Services are to be provided, all of which shall be set forth in a separate advisory services agreement among the Corporation, the Agent and Canaccord. During the Exclusivity Period, the Corporation shall not engage any party other than the Agent and Canaccord to provide Advisory Services without the express written consent of the Agent.

13.

Advertisements. The Corporation acknowledges that the Agent shall have the right after Closing, subject always to subsections 1(a) and (c) and 3(b) of this Agreement, at their own expense, subject to the prior consent of the Corporation, such consent not to be unreasonably withheld or delayed, to place such advertisement or advertisements relating to the purchase and sale of the Units contemplated herein as the Agent may consider desirable or appropriate and as may be permitted by applicable law. The Corporation and the Agent each agree that they will not make or publish any advertisement in any media whatsoever relating to, or otherwise publicize, the transaction provided for herein so as to result in any exemption from the prospectus and registration or other similar requirements under applicable securities legislation in any of the provinces of Canada or any other jurisdiction in which the Units shall be offered and sold being unavailable in respect of the sale of the Units to prospective purchasers.

14.

Notices. Unless otherwise expressly provided in this Agreement, any notice or other communication to be given under this Agreement (a “notice”) shall be in writing addressed as follows:

(a)

if to the Corporation, to:

BE Resources Inc.
107 Hackney Circle
Elephant Butte, New Mexico
U.S.A. 87935

Attention: David Q. Tognoni
Facsimile: (575) 744-5801

with a copy to (which shall not constitute notice hereunder):

Fraser Milner Casgrain LLP
1 First Canadian Place
100 King Street West
Toronto, Ontario M5X 1B2

30

Attention: Jenny Chu Steinberg
Facsimile: (416) 863-4592

(e)

if to the Agent, to:

MGI Securities Inc.
26 Wellington Street East, Suite 900
Toronto, Ontario M5E 1S2

Attention: James Andrews, Chief Financial Officer
Facsimile: (416) 864-6485

with a copy to (which shall not constitute notice hereunder):

Wildeboer Dellelce LLP
8^th Floor, 365 Bay Street
Toronto, Ontario M5H 2V1

Attention: Peter Simeon
Facsimile: (416) 361-1790

or to such other address as any of the parties may designate by notice given to the others.

Each notice shall be personally delivered to the addressee or sent by facsimile transmission to the addressee and: (i) a notice which is personally delivered shall, if delivered on a Business Day, be deemed to be given and received on that day and, in any other case, be deemed to be given and received on the first Business Day following the day on which it is delivered; and (ii) a notice which is sent by facsimile transmission shall be deemed to be given and received on the first Business Day following the day on which it is sent.

15.

Confidentiality. The Agent will establish reasonable procedures to hold in confidence all information received by it from the Corporation which has not been generally disclosed to the public and will not knowingly disclose such information, except as required in its opinion, acting reasonably, to discharge its obligations under this Agreement or under applicable law or regulatory policy.

16.

Time of the Essence. Time shall, in all respects, be of the essence hereof.

17.

Canadian Dollars. All references herein to dollar amounts are to lawful money of Canada.

18.

Headings. The headings contained herein are for convenience only and shall not affect the meaning or interpretation hereof.

19.

Singular and Plural, etc. Where the context so requires, words importing the singular number include the plural and vice versa, and words importing gender shall include the masculine, feminine and neuter genders.

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20.

Entire Agreement. This Agreement constitutes the only agreement between the parties with respect to the subject matter hereof and shall supersede any and all prior negotiations and understandings, including, without limitation, the Engagement Letter. This Agreement may be amended or modified in any respect by written instrument only.

21.

Severability. The invalidity or unenforceability of any particular provision of this Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Agreement.

22.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.

23.

Successors and Assigns. The terms and provisions of this Agreement shall be binding upon and enure to the benefit of the Corporation, the Agent and the Purchasers (as contemplated under the Subscription Agreements) their respective executors, heirs, successors and permitted assigns; provided that, this Agreement shall not be assignable by any party without the prior written consent of the others.

24.

Further Assurances. Each of the parties hereto shall do or cause to be done all such acts and things and shall execute or cause to be executed all such documents, agreements and other instruments as may reasonably be necessary or desirable for the purpose of carrying out the provisions and intent of this Agreement.

25.

Effective Date. This Agreement is intended to and shall take effect as of the date first set forth above, notwithstanding its actual date of execution or delivery.

26.

Language. The parties hereby acknowledge that they have expressly required this Agreement and all notices, statements of account and other documents required or permitted to be given or entered into pursuant hereto to be drawn up in the English language only. Les parties reconnaissent avoir expressment demandées que la présente convention ainsi que tout avis, tout état de compte et tout autre document a être ou pouvant etre donné ou conclu en vertu des dispositions des présentes, soient rédigés en langue anglaise seulement.

27.

Counterparts and Facsimile Copies. This Agreement may be executed in any number of counterparts and by facsimile, which taken together shall form one and the same agreement.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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If the Corporation is in agreement with the foregoing terms and conditions, please so indicate by executing a copy of this Agreement where indicated below and delivering the same to the Agent.

Yours very truly,

MGI SECURITIES INC.

Per: /s/James Andrews                   
        Authorized Signing Officer

The foregoing is hereby accepted on the terms and conditions therein set forth.

DATED as of the 18^th day of June, 2010.

BE RESOURCES INC.

Per: /s/David Tognoni                    
        Authorized Signing Officer

33

EX-10.2

Exhibit 10.2

WARRANT CERTIFICATE

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE OCTOBER 19, 2010.

THE SECURITIES REPRESENTED HEREBY AND ANY SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO BE RESOURCES INC. (THE “COMPANY”), (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (C) IN COMPLIANCE WITH RULE 144 OR 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, (D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR (E) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANY. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

EXERCISABLE ONLY PRIOR TO 5:00 P.M., TORONTO TIME, ON JUNE 18, 2012 UNLESS ACCELERATED IN ACCORDANCE WITH THE TERMS HEREOF, AFTER WHICH TIME THESE WARRANTS SHALL BE NULL AND VOID

SERIES 2010 – I
WARRANT TO PURCHASE COMMON SHARES OF BE RESOURCES INC.

	Number of warrants
	represented by this
Certificate Number ______________	certificate – _____

THIS CERTIFIES THAT, for value received, ____________________ is entitled, at any time prior to the Expiry Time, to purchase, at the Exercise Price, one Common Share in the capital of the Company, for each Warrant evidenced hereby, by surrendering to the Company at 50 Richmond Street East, Suite 101, Toronto ON M5C 1N7, this Warrant, together with a Subscription Form in the form attached hereto as Schedule “A”, duly completed and executed, and cash or a certified cheque, money order or bank draft in lawful money of Canada payable to or to the order of the Company for the amount equal to the Exercise Price per Common Share multiplied by the number of Common Shares subscribed for, on and subject to the terms and conditions set forth below.

Nothing contained herein shall confer any right upon the Holder to subscribe for or purchase any Common Shares of the Company at any time after the Expiry Time, and from and after the Expiry Time these Warrants and all rights hereunder shall be void and of no value.

1

These Warrants and the Common Shares issuable upon the exercise of these Warrants have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws. These Warrants may not be exercised in the United States or by a U.S. Person (as defined in Regulation S under the U.S. Securities Act) unless the Warrants and the Common Shares issuable upon exercise hereof have been registered under the U.S. Securities Act and any applicable state securities laws or unless an exemption from such registration is available and established as set forth in this Warrant Certificate. Unless the Common Shares issuable upon exercise of the Warrants have been registered under the U.S. Securities Act, the certificate representing the Common Shares will bear a legend restricting transfer in accordance with such Act upon exercise of the Warrant.

1. Definitions

In this Warrant, including the preamble, unless there is something in the subject matter or context inconsistent therewith, the following expressions shall have the following meanings namely:

(a)	“Business Day” means a day which is not a Saturday, Sunday, or a civic or statutory holiday in the City of Toronto, Ontario Canada;
(b)	“Common Shares” means the common shares of the Company as such shares were constituted on the date hereof, as the same may be reorganized, reclassified or redesignated pursuant to any of the events set out in Section 12 hereof;
(c)	“Company” means BE Resources Inc., a corporation formed under the laws of the State of Colorado, U.S.A. and its successors and assigns;
(d)	“Current Market Price” at any date, means the weighted average of the sale prices per Common Share at which the Common Shares have traded on the TSX Venture Exchange, or, if the Common Shares in respect of which a determination of Current Market Price is being made are not listed thereon, on such stock exchange on which such shares are listed as may be selected for such purpose by the directors, or, if the Common Shares are not listed on any stock exchange, then on the over-the-counter market, for 20 consecutive trading days ending 5 trading days before such date, or in the event that at any date the Common Shares are not listed on any exchange or on the over-the-counter market, the Current Market Price shall be as determined by the directors or such firm of independent chartered accountants as may be selected by the directors acting reasonably and in good faith in their sole discretion; for these purposes, the weighted average price for any period shall be determined by dividing the aggregate sale prices during such period by the total number of Common Shares sold during such period;
(e)	“Equity Shares” means the Common Shares and any shares of any other class or series of the Company which may from time to time be authorized for issue if by their terms such shares confer on the holders thereof the right to participate in the distribution of assets upon the voluntary or involuntary liquidation, dissolution or winding up of the Company beyond a fixed sum or a fixed sum plus accrued dividends;

2

(f)	“Exercise Price” means Cdn$0.50 per Common Share, unless such price shall have been adjusted in accordance with the provisions of Section 12, in which case it shall mean the adjusted price in effect at such time;
(g)	“Expiry Time” means 5:00 p.m., Toronto time, on June 18, 2012, provided that if the closing price of the Common Shares on the TSX Venture Exchange (or such other stock exchange on which the Common Shares are listed and where a majority of trading volume occurs) equals or exceeds Cdn$0.75 for a period of ten consecutive Trading Days, the Company may, within five days of the last day of any such ten day period, notify the Holder of the early expiry of the Warrants (“Early Expiration Notice”) and thereafter, such Warrants will expire on the earlier of: (i) 3:30 p.m., Toronto time, on the date which is twenty-one days after the date of the Early Expiration Notice; and (ii) 5:00 p.m., Toronto time, on June 18, 2012; in which case the “Expiry Time” shall thereafter mean the time and date specified in such notice;
(h)	“Form of Transfer” means the form of transfer annexed hereto as Schedule “B”;
(i)	“Holder” means the registered holder of this Warrant;
(j)	“person” means an individual, corporation, partnership, unincorporated syndicate, unincorporated organization, trust, trustee, executor, administrator, or other legal representative, or any group or combination thereof;
(k)	“Subscription Form” means the form of subscription annexed hereto as Schedule “A”;
(l)	“this Warrant”, “Warrant”, “herein”, “hereby”, “hereof”, “hereto”, “hereunder” and similar expressions mean or refer to this Warrant certificate and any deed or instrument supplemental or ancillary hereto and any schedules hereto or thereto and not to any particular article, section, subsection, clause, subclause or other portion hereof or thereof; and
(m)	“Trading Day” means a day on which the TSX Venture Exchange is open for business.
2.	Expiry Time

After the Expiry Time, all rights under any Warrants evidenced hereby, in respect of which the right of subscription and purchase herein provided for shall not theretofore have been exercised, shall wholly cease and terminate and such Warrants shall be void and of no value or effect.

3. Exercise Procedure

The Holder may exercise the right of purchase herein provided for by surrendering or delivering to the Company prior to the Expiry Time at its principal office:

(a) this Warrant, with the Subscription Form duly completed and executed by the Holder, or by its legal representative or attorney duly appointed by an instrument in writing in form and manner satisfactory to the Company; and

3

(b) cash or a certified cheque, money order or bank draft payable to or to the order of the Company in lawful money of Canada in an amount equal to the Exercise Price multiplied by the number of Common Shares for which subscription is being made.

Any Warrant and cash, certified cheque, money order or bank draft referred to in the foregoing clauses (a) and (b) shall be deemed to be surrendered only upon delivery thereof to the Company at its principal office in the manner provided in Section 27 hereof.

4. Entitlement to Certificate

Upon such delivery and payment as aforesaid, the Company shall cause to be issued to the Holder hereof the Common Shares subscribed for not exceeding those which such Holder is entitled to purchase pursuant to this Warrant and the Holder hereof shall become a shareholder of the Company in respect of such Common Shares with effect from the date of such delivery and payment and shall be entitled to delivery of a certificate or certificates evidencing such Common Shares and the Company shall cause such certificate or certificates to be mailed to the Holder hereof at the address or addresses specified in such subscription within three (3) Business Days of such delivery and payment.

5. Register of Warrant Holders and Transfer of Warrants

The Company shall cause a register to be kept in which shall be entered the names and addresses of all holders of the Warrants and the number of Warrants held by them. No transfer of Warrants shall be valid unless made by the Holder or its executors, administrators or other legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Company, upon compliance with such reasonable requirements as the Company may prescribe, including compliance with all applicable securities legislation, and recorded on the register of holders of Warrants maintained by the Company, nor until stamp or governmental or other charges arising by reason of such transfer have been paid. The transferee of a Warrant shall, after a Form of Transfer in the form attached hereto as Schedule “B”, is duly completed and the Warrant is lodged with the Company and upon compliance with all other reasonable requirements of the Company or law, be entitled to have its name entered on the register as the owner of such Warrant, free from all equities or rights of set-off or counterclaim between the Company and the transferor or any previous holder of such Warrant, save in respect of equities of which the Company is required to take notice by statute or by order of a court of competent jurisdiction. The Company may treat the registered holder of any Warrant certificate as the absolute owner of the Warrants represented thereby for all purposes, and the Company shall not be affected by any notice or knowledge to the contrary except where the Company is required to take notice by statute or by order of a court of competent jurisdiction.

6. Partial Exercise

The Holder may subscribe for and purchase a number of Common Shares less than the number the Holder is entitled to purchase pursuant to this Warrant. In the event of any such subscription and purchase prior to the Expiry Time, the Holder shall in addition be entitled to receive, without charge, a new Warrant certificate in respect of the balance of the Common Shares of which he was entitled to purchase pursuant to this certificate and which were then not purchased.

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7. No Fractional Shares

Notwithstanding any adjustments provided for in Section 12 hereof or otherwise, the Company shall not be required, upon the exercise of any Warrants, to issue fractional Common Shares in satisfaction of its obligations hereunder. Where a fractional Common Share would, but for this Section 7, have been issued upon exercise of a Warrant, the Company shall be entitled to round down to the nearest whole number of Common Shares and no amount shall be paid to the Holder for any fractional Common Shares not issued.

8. Not a Shareholder

Nothing in this certificate or in the holding of the Warrants evidenced hereby shall be construed as conferring upon the Holder any right or interest whatsoever as a shareholder of the Company.

9. No Obligation to Purchase

Nothing herein contained or done pursuant hereto shall obligate the Holder to purchase or pay for, or the Company to issue, any Common Shares except those Common Shares in respect of which the Holder shall have exercised its right to purchase hereunder in the manner provided herein.

10. Ranking of Warrants

All Series 2010-I warrants shall rank pari passu, notwithstanding the actual date of the issue thereof.

11.	Covenants
(a)	The Company covenants and agrees that:

(i)	so long as any Warrants evidenced hereby remain outstanding, it shall reserve and there shall remain unissued out of its authorized capital a sufficient number of Common Shares to satisfy the right of purchase herein provided for should the Holder determine to exercise its rights in respect of all the Common Shares for the time being called for by such outstanding Warrants; and
(ii)	all Common Shares which shall be issued upon the exercise of the right to purchase herein provided for, upon payment therefor of the amount at which such Common Shares may at the time be purchased pursuant to the provisions hereof, shall be issued as fully paid and non-assessable Common Shares and the holders thereof shall not be liable to the Company or to its creditors in respect thereof.

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(b)	The Company shall make all requisite filings under the Securities Act (Ontario) and the regulations made thereunder including those necessary to remain a reporting issuer not in default of any requirement of such act and regulations.
(c)	The Company shall use all commercially reasonable efforts to preserve and maintain its corporate existence.
12.	Adjustment to Exercise Price

The Exercise Price in effect at any time is subject to adjustment from time to time in the events and in the manner provided as follows:

(a) If and whenever at any time after the date hereof the Company:

(i)	issues Common Shares or securities exchangeable for or convertible into Common Shares to all or substantially all the holders of the Common Shares as a stock dividend; or
(ii)	makes a distribution on its outstanding Common Shares payable in Common Shares or securities exchangeable for or convertible into Common Shares; or
(iii)	subdivides its outstanding Common Shares into a greater number of shares; or
(iv)	consolidates its outstanding Common Shares into a smaller number of shares;
	(any of such events being called a “Common Share Reorganization”), then the Exercise Price will be adjusted effective immediately after the effective date or record date for the happening of a Common Share Reorganization, as the case may be, at which the holders of Common Shares are determined for the purpose of the Common Share Reorganization by multiplying the Exercise Price in effect immediately prior to such effective date or record date by a fraction, the numerator of which is the number of Common Shares outstanding on such effective date or record date before giving effect to such Common Share Reorganization and the denominator of which is the number of Common Shares outstanding immediately after giving effect to such Common Share Reorganization (including, in the case where securities exchangeable for or convertible into Common Shares are distributed, the number of Common Shares that would have been outstanding had all such securities been exchanged for or converted into Common Shares on such effective date or record date).

(b) If and whenever at any time after the date hereof the Company fixes a record date for the issue of rights, options or warrants to the holders of all or substantially all of its outstanding Common Shares under which such holders are entitled to subscribe for or purchase Common Shares or securities exchangeable for or convertible into Common Shares, where:

(i) the right to subscribe for or purchase Common Shares, or the right to exchange securities for or convert securities into Common Shares, expires not more than 45 days after the date of such issue (the period from the record date to the date of expiry being herein in this Section 12 called the “Rights Period”), and

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(ii)	the cost per Common Share during the Rights Period (inclusive of any cost of acquisition of securities exchangeable for or convertible into Common Shares in addition to any direct cost of Common Shares) (herein in this Section 12 called the “Per Share Cost”) is less than 95% of the Current Market Price of the Common Shares on the record date,
	(any of such events being called a “Rights Offering”), then the Exercise Price will be adjusted effective immediately after the end of the Rights Period to a price determined by multiplying the Exercise Price in effect immediately prior to the end of the Rights Period by a fraction:

(A) the numerator of which is the aggregate of:

(1)	the number of Common Shares outstanding as of the record date for the Rights Offering; and
(2)	a number determined by dividing the product of the Per Share Cost and:

(I)

where the event giving rise to the application of this subsection 12(b) was the issue of rights, options or warrants to the holders of Common Shares under which such holders are entitled to subscribe for or purchase additional Common Shares, the number of Common Shares so subscribed for or purchased during the Rights Period, or

(II)

where the event giving rise to the application of this subsection 12(b) was the issue of rights, options or warrants to the holders of Common Shares under which such holders are entitled to subscribe for or purchase securities exchangeable for or convertible into Common Shares, the number of Common Shares for which those securities so subscribed for or purchased during the Rights Period could have been exchanged or into which they could have been converted during the Rights Period,

by the Current Market Price of the Common Shares as of the record date for the Rights Offering; and

(B) the denominator of which is:

(1) in the case described in subparagraph 12(b)(A)(2)(I), the number of Common Shares outstanding, or

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(2)	in the case described in subparagraph 12(b)(A)(2)(II), the number of Common Shares that would be outstanding if all the Common Shares described in subparagraph 12(b)(A)(2)(II) had been issued,
	as at the end of the Rights Period.

Any Common Shares owned by or held for the account of the Company or any subsidiary or affiliate (as defined in the Securities Act (Ontario)) of the Company will be deemed not to be outstanding for the purpose of any such computation.

If by the terms of the rights, options or warrants referred to in this Section 12, there is more than one purchase, conversion or exchange price per Common Share, the aggregate price of the total number of additional Common Shares offered for subscription or purchase, or the aggregate conversion or exchange price of the convertible securities so offered, will be calculated for purposes of the adjustment on the basis of:

(I)	the lowest purchase, conversion or exchange price per Common Share, as the case may be, if such price is applicable to all Common Shares which are subject to the rights, options or warrants, and
(II)	the average purchase, conversion or exchange price per Common Share, as the case may be, if the applicable price is determined by reference to the number of Common Shares acquired.

To the extent that any adjustment in the Exercise Price occurs pursuant to this Section 12 as a result of the fixing by the Company of a record date for the distribution of rights, options or warrants referred to in this Section 12, the Exercise Price will be readjusted immediately after the expiration of any relevant exchange, conversion or exercise right to the Exercise Price which would then be in effect based upon the number of Common Shares actually issued and remaining issuable after such expiration, and will be further readjusted in such manner upon expiration of any further such right.

If the Holder has exercised this Warrant in accordance herewith during the period beginning immediately after the record date for a Rights Offering and ending on the last day of the Rights Period therefor, the Holder will, in addition to the Common Shares to which it is otherwise entitled upon such exercise, be entitled to that number of additional Common Shares equal to the result obtained when the Exercise Price in effect immediately prior to the end of such Rights Offering pursuant to this subsection is multiplied by the number of Common Shares received upon the exercise of this Warrant during such period, and the resulting product is divided by the Exercise Price as adjusted for such Rights Offering pursuant to this subsection; provided that the provisions of Section 6 will be applicable to any fractional interest in a Common Share to which such Holder might otherwise be entitled. Such additional Common Shares will be deemed to have been issued to the Holder immediately following the end of the Rights Period and a certificate for such additional Common Shares will be delivered to such Holder within ten (10) Business Days following the end of the Rights Period.

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(c) If and whenever at any time after the date hereof the Company fixes a record date for the issue or the distribution to the holders of all or substantially all its Common Shares of:

(i)	shares of the Company of any class other than Common Shares;
(ii)	rights, options or warrants to acquire shares or securities exchangeable for or convertible into shares or property or other assets of the Company;
(iii)	evidence of indebtedness; or
(iv)	any property or other assets,

and if such issuance or distribution does not constitute (A) a Common Share Reorganization, (B) a Rights Offering or (C) the issue of rights, options or warrants to the holders of all or substantially all of its outstanding Common Shares under which such holders are entitled to subscribe for or purchase Common Shares or securities exchangeable for or convertible into Common Shares, where:

(1)	the right to subscribe for or purchase Common Shares, or the right to exchange securities for or convert securities into Common Shares, expires not more than 45 days after the date of such issue, and
(2)	the cost per Common Share during the Rights Period, inclusive of the Per Share Cost, is 95% or more than the Current Market Price of the Common Shares on the record date

(any of such non-excluded events being called a “Special Distribution”), the Exercise Price will be adjusted effective immediately after such record date to a price determined by multiplying the Exercise Price in effect on such record date by a fraction:

(A) the numerator of which is:

(1)	the product of the number of Common Shares outstanding on such record date and the Current Market Price of the Common Shares on such record date; less
(2)	the aggregate fair market value (as determined by action by the directors of the Company, subject, however, to the prior written consent of the TSX Venture Exchange, where required) to the holders of the Common Shares of such securities or property or other assets so issued or distributed in the Special Distribution; and

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(B) the denominator of which is the number of Common Shares outstanding on such record date multiplied by the Current Market Price of the Common Shares on such record date.

	Any Common Shares owned by or held for the account of the Company or any subsidiary or affiliate (as defined in the Securities Act (Ontario)) of the Company will be deemed not to be outstanding for the purpose of any such computation.
(d)	If and whenever at any time after the date hereof there is a Common Share Reorganization, a Rights Offering, a Special Distribution, a reclassification or redesignation of the Common Shares outstanding at any time or change of the Common Shares into other shares or into other securities (other than a Common Share Reorganization), or a consolidation, amalgamation or merger of the Company with or into any other corporation or other entity (other than a consolidation, amalgamation or merger which does not result in any reclassification or redesignation of the outstanding Common Shares or a change of the Common Shares into other shares), or a transfer of the undertaking or assets of the Company as an entirety or substantially as an entirety to another corporation or other entity (any of such events being called a “Capital Reorganization”), the Holder, upon exercising this Warrant after the effective date of such Capital Reorganization, will be entitled to receive in lieu of the number of Common Shares to which such Holder was theretofore entitled upon such exercise, the aggregate number of shares, other securities or other property which such Holder would have been entitled to receive as a result of such Capital Reorganization if, on the effective date thereof, the Holder had been the registered holder of the number of Common Shares to which such Holder was theretofore entitled upon exercise of this Warrant. If determined appropriate by action of the directors of the Company, appropriate adjustments will be made as a result of any such Capital Reorganization in the application of the provisions set forth in this Section 12 with respect to the rights and interests thereafter of the Holder to the end that the provisions set forth in this Section 12 will thereafter correspondingly be made applicable as nearly as may reasonably be possible in relation to any shares, other securities or other property thereafter deliverable upon the exercise hereof. Any such adjustment must be made by and set forth in an amendment to this Warrant approved by action by the directors of the Company and will for all purposes be conclusively deemed to be an appropriate adjustment.
(e)	If at any time after the date hereof and prior to the Expiry Time any adjustment in the Exercise Price shall occur as a result of:

(i)	an event referred to in subsection 12(a);
(ii)	the fixing by the Company of a record date for an event referred to in subsection 12(b); or
(iii)	the fixing by the Company of a record date for an event referred to in subsection 12(c) if such event constitutes the issue or distribution to the holders of all or substantially all of its outstanding Common Shares of (A) Equity Shares, or (B) securities exchangeable for or convertible into Equity Shares at an exchange or conversion price per Equity Shares less than the Current Market Price on such record date or (C) rights, options or warrants to acquire Equity Shares at an exercise, exchange or conversion price per Equity Share less than the Current Market Price on such record date,

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then, where required, the number of Common Shares purchasable upon the subsequent exercise of this Warrant shall be simultaneously adjusted by multiplying the number of Common Shares purchasable upon the exercise of this Warrant immediately prior to such adjustment by a fraction which shall be the reciprocal of the fraction employed in the adjustment of the Exercise Price. To the extent any adjustment in subscription rights occurs pursuant to this subsection 12(e) as a result of a distribution of exchangeable or convertible securities other than Equity Shares referred to in subsection 12(a) or as a result of the fixing by the Company of a record date for the distribution of rights, options or warrants referred to in subsection 12(b), the number of Common Shares purchasable upon exercise of this Warrant shall be readjusted immediately after the expiration of any relevant exchange, conversion or exercise right to the number of Common Shares which would be purchasable based upon the number of Common Shares actually issued and remaining issuable immediately after such expiration, and shall be further readjusted in such manner upon expiration of any further such right. To the extent that any adjustment in subscription rights occurs pursuant to this subsection 12(e) as a result of the fixing by the Company of a record date for the distribution of exchangeable or convertible securities other than Equity Shares or rights, options or warrants referred to in subsection 12(c), the number of Common Shares purchasable upon exercise of this Warrant shall be readjusted immediately after the expiration of any relevant exchange, conversion or exercise right to the number of Common Shares which would be purchasable pursuant to this subsection 12(e) if the fair market value of such securities or such rights, options or warrants had been determined for purposes of the adjustment pursuant to this subsection 12(e) on the basis of the number of Equity Shares issued and remaining issuable immediately after such expiration, and shall be further readjusted in such manner upon expiration of any further such right.

13.	Rules Regarding Calculation of Adjustment of Exercise Price
(a)	The adjustments provided for in Section 12 are cumulative and will, in the case of adjustments to the Exercise Price, be computed to the nearest one-tenth of one cent and will be made successively whenever an event referred to therein occurs, subject to the following subsections of this Section 13.
(b)	No adjustment in the Exercise Price is required to be made unless such adjustment would result in a change of at least 1% in the prevailing Exercise Price; provided, however, that any adjustments which, except for the provisions of this subsection, would otherwise have been required to be made, will be carried forward and taken into account in any subsequent adjustments.
(c)	No adjustment in the Exercise Price will be made in respect of any event described in Section 12, other than the events referred to in clauses 12(a)(iii) and (iv), if the Holder is entitled to participate in such event on the same terms, mutatis mutandis, as if the Holder had exercised this Warrant prior to or on the effective date or record date of such event.

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(d)	No adjustment in the Exercise Price will be made under Section 12 in respect of the issue from time to time of Common Shares issuable from time to time as dividends paid in the ordinary course to holders of Common Shares who exercise an option or election to receive substantially equivalent dividends in Common Shares in lieu of receiving a cash dividend, and any such issue will be deemed not to be a Common Share Reorganization.
(e)	If at any time a dispute arises with respect to adjustments provided for in Section 12, such dispute will be conclusively determined by such firm of independent chartered accountants as may be selected by action by the directors of the Company and any such determination, where required, will be binding upon the Company, the Holder and shareholders of the Company. The Company will provide such accountants with access to all necessary records of the Company.
(f)	In case the Company after the date of issuance of this Warrant takes any action affecting the Common Shares, other than action described in Section 12, which in the opinion of the board of directors of the Company would materially affect the rights of the Holder, the Exercise Price will be adjusted in such manner, if any, and at such time, by action by the directors of the Company but subject in all cases to the prior written consent of the TSX Venture Exchange, where required, and any necessary regulatory approval.
(g)	If the Company sets a record date to determine the holders of the Common Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and, thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other action, decides not to implement its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment in the Exercise Price will be required by reason of the setting of such record date.
(h)	In the absence of a resolution of the directors of the Company fixing a record date for a Special Distribution or Rights Offering, the Company will be deemed to have fixed as the record date therefor the date on which the Special Distribution or Rights Offering is effected.
(i)	As a condition precedent to the taking of any action which would require any adjustment to this Warrant, including the Exercise Price, the Company must take any corporate action which may be necessary in order that the Company have unissued and reserved in its authorized capital and may validly and legally issue as fully paid and non-assessable all the Common Shares or other securities which the Holder is entitled to receive on the full exercise thereof in accordance with the provisions hereof.
(j)	The Company will from time to time, immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 12, forthwith give notice to the Holder specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Exercise Price.

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(k)	The Company covenants to and in favour of the Holder that so long as this Warrant remains outstanding, it will give notice to the Holder of its intention to fix a record date for any event referred to in subsections 12(a), (b) or (c) (other than the subdivision or consolidation of the Common Shares) which may give rise to an adjustment in the Exercise Price, and, in each case, such notice must specify the particulars of such event and the record date and the effective date for such event; provided that the Company is only required to specify in such notice such particulars of such event as have been fixed and determined on the date on which such notice is given. Such notice shall be given not less than 14 days prior to each such applicable record date or effective date.
14.	Consolidation and Amalgamation
(a)	The Company shall not enter into any transaction whereby all or substantially all of its undertakings, property and assets would become the property of any other corporation (herein called a “successor corporation”) whether by way of reorganization, reconstruction, consolidation, amalgamation, merger, transfer, sale, disposition or otherwise, unless prior to or contemporaneously with the consummation of such transaction the Company and the successor corporation shall have executed such instruments and done such things as are necessary or advisable to establish that upon the consummation of such transaction:

(i)	the successor corporation will have assumed all the covenants and obligations of the Company under this Warrant; and
(ii)	the Warrant will be a valid and binding obligation of the successor corporation entitling the Holder, as against the successor corporation, to all the rights of the Holder under this Warrant.

(b)

Whenever the conditions of subsection 14(a) shall have been duly observed and performed the successor corporation shall possess, and from time to time may exercise, each and every right and power of the Company under this Warrant in the name of the Company or otherwise and any act or proceeding by any provision hereof required to be done or performed by any director or officer of the Company may be done and performed with like force and effect by the like directors or officers of the successor corporation.

15.

Representation and Warranty

The Company hereby represents and warrants with and to the Holder that the Company is duly authorized and has the corporate and lawful power and authority to create and issue this Warrant and the Common Shares issuable upon the exercise hereof and perform its obligations hereunder and that this Warrant represents a valid, legal and binding obligation of the Company enforceable in accordance with its terms.

16. If Share Transfer Books Closed

The Company shall not be required to deliver certificates for Common Shares while the share transfer books of the Company are properly closed, prior to any meeting of shareholders or for the payment of dividends or for any other purpose and in the event of the surrender of any Warrant in accordance with the provisions hereof and the making of any subscription and payment for the Common Shares called for thereby during any such period delivery of certificates for Common Shares may be postponed for a period not exceeding five (5) Business Days after the date of the re-opening of said share transfer books. Provided however that any such postponement of delivery of certificates shall be without prejudice to the right of the Holder, if the Holder has surrendered the same and made payment during such period, to receive such certificates for the Common Shares called for after the share transfer books have been reopened.

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17. Protection of Shareholders, Officers and Directors

Subject as herein provided, all or any of the rights conferred upon the Holder may be enforced by the Holder by appropriate legal proceedings. No recourse under or upon any obligation, covenant or agreement herein contained or in any of the Warrants represented hereby shall be taken against any shareholder, officer or director of the Company, either directly or through the Company, it being expressly agreed and declared that the obligations under the Warrants evidenced hereby are solely corporate obligations of the Company and that no personal liability whatever shall attach to or be incurred by the shareholders, officers, or directors of the Company or any of them in respect thereof, any and all rights and claims against every such shareholder, officer or director being hereby expressly waived as a condition of and as a consideration for the issue of the Warrants evidenced hereby.

18. Lost Certificate

If the Warrant certificate evidencing the Warrants issued hereby becomes stolen, lost, mutilated or destroyed the Company may, on such terms, as it may in its discretion impose, respectively issue and countersign a new warrant of like denomination, tenor and date as the certificate so stolen, lost mutilated or destroyed.

19. Governing Law

This Warrant shall be governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein but the reference to such laws shall not, by conflict of laws rules or otherwise, require the application of the law of any jurisdiction other than the Province of Ontario. The parties hereto hereby irrevocably attorn to the non-exclusive jurisdiction of the Courts of the Province of Ontario.

20. Severability

If any one or more of the provisions or parts thereof contained in this Warrant should be or become invalid, illegal or unenforceable in any respect in any jurisdiction, the remaining provisions or parts thereof contained herein shall be and shall be conclusively deemed to be, as to such jurisdiction, severable therefrom and:

(i) the validity, legality or enforceability of such remaining provisions or parts thereof shall not in any way be affected or impaired by the severance of the provisions or parts thereof severed; and

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(ii) the invalidity, illegality or unenforceability of any provision or part thereof contained in this Warrant in any jurisdiction shall not affect or impair such provision or part thereof or any other provisions of this Warrant in any other jurisdiction.

21. Headings

The headings of the articles, sections, subsections and clauses of this Warrant have been inserted for convenience and reference only and do not define, limit, alter or enlarge the meaning of any provision of this Warrant.

22. Numbering of Articles, etc.

Unless otherwise stated, a reference herein to a numbered or lettered article, section, subsection, clause, subclause or schedule refers to the article, section, subsection, clause, subclause or schedule bearing that number or letter in this Warrant.

23. Gender

Whenever used in this Warrant, words importing the singular number only shall include the plural, and vice versa, and words importing the masculine gender shall include the feminine gender.

24. Day not a Business Day

In the event that any day on or before which any action is required to be taken hereunder is not a Business Day, then such action shall be required to be taken on or before the requisite time on the next succeeding day that is a Business Day. If the payment of any amount is deferred for any period, then such period shall be included for purposes of the computation of any interest payable hereunder.

25. Computation of Time Period

Except to the extent otherwise provided herein, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”.

26. Binding Effect

This Warrant and all of its provisions shall enure to the benefit of the Holder and his heirs, executors, administrators, legal personal representatives, permitted assigns and successors and shall be binding upon the Company and its successors and permitted assigns.

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27. Notice

Any notice, document or communication required or permitted by this Warrant to be given by a party hereto shall be in writing and is sufficiently given if delivered personally, or if sent by prepaid registered mail, or if transmitted by any form of recorded telecommunication tested prior to transmission, to such party addressed as follows:

(i)	to the Holder, in the register to be maintained pursuant to Section 5 hereof; and
(ii)	to the Company at:
	50 Richmond Street East Suite 101 Toronto ON
	M5C 1N7
	Attention: David Q. Tognoni
	Telefacsimile: (416) 848-0790

Notice so mailed shall be deemed to have been given on the fifth (5^th) Business Day after deposit in a post office or public letter box. Neither party shall mail any notice, request or other communication hereunder during any period in which applicable postal workers are on strike or if such strike is imminent and may reasonably be anticipated to affect the normal delivery of mail. Notice transmitted by a form of recorded telecommunication or delivered personally shall be deemed given on the day of transmission or personal delivery, as the case may be. Any party may from time to time notify the other in the manner provided herein of any change of address which thereafter, until change by like notice, shall be the address of such party for all purposes hereof.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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28. Time of Essence

Time shall be of the essence hereof.

IN WITNESS WHEREOF the Company has caused this Warrant Certificate to be signed by its duly authorized officer as of this ________ day of June, 2010.

BE RESOURCES INC.

Per:                                                           

        Authorized Signing Officer

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SCHEDULE “A”

SUBSCRIPTION FORM

TO:	BE RESOURCES INC.
	50 Richmond Street East
	Suite 101,
	Toronto ON
	M5C 1N7

The undersigned holder of the within Warrant certificate hereby irrevocably subscribes for __________ Common Shares of BE Resources Inc. (the “Company”) pursuant to the within Warrant certificate at the Exercise Price per share specified in the said Warrant certificate and encloses herewith cash or a certified cheque, money order or bank draft payable to the order of the Company in payment of the subscription price therefor. Capitalized terms used herein have the meanings set forth in the within Warrant certificate.

The capitalized terms used herein have the meanings set forth on Appendix “A” to this Subscription Form. In connection with the exercise of the Warrant Certificate, the undersigned represents as follows: (Please check the ONE box applicable):

[   ]	1.	The undersigned hereby certifies that (i) it was the original purchaser in the Company’s private placement of the securities in which the Warrants were issued, (ii) it is an Accredited Investor and (iii) the representations and warranties made to the Company in connection with the acquisition of the securities remain true and correct on the date of this Subscription Form; or
[   ]	2.	The undersigned is delivering a written opinion of U.S. Counsel to the effect that the Warrants and the Common Shares to be delivered upon exercise hereof have been registered under the United States Securities Act of 1933 as amended (the “US Securities Act”) or are exempt from registration thereunder.

The undersigned holder understands that the certificate representing the Common Shares issued upon exercise of this Warrant will bear the following, or a substantially equivalent restrictive legend:

“THE SECURITIES REPRESENTED HEREBY AND ANY SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO BE RESOURCES INC. (THE “COMPANY”), (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (C) IN COMPLIANCE WITH RULE 144 OR 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, (D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR (E) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANY. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”

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provided, that if any such Securities are being sold in compliance with the requirements of Rule 904 of Regulation S under the U.S. Securities Act and in compliance with Canadian local laws and regulations, the legend may be removed by providing a declaration to the Company’s registrar and transfer agent and the Company in the form attached hereto as Appendix “B” (or as the Company may prescribe from time to time); and provided, further, that, if any such Securities are being sold pursuant to Rule 144 of the U.S. Securities Act or a transaction that does not require registration under the U.S. Securities Act or applicable state securities laws, the legend may be removed by delivery to the registrar and transfer agent of the Company of an opinion of counsel, of recognized standing reasonably satisfactory to the Company, to the effect that such legend is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws;

The undersigned hereby acknowledges that the following legend will be placed on the certificates representing the Common Shares being acquired if the Warrants are exercised prior to October 19, 2010:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE OCTOBER 19, 2010.”

DATED this ______ day of ___________ , 20____.

NAME: __________________________

Signature: __________________________

Address: __________________________

If any Warrants represented by this certificate are not being exercised, a new Warrant certificate will be issued and delivered with the Common Share certificates.

2

Appendix “A” to Subscription Form

DEFINITIONS

The following terms used in the Subscription Form shall have the following meanings:

“Accredited Investor” means “accredited investor” as that term is defined in Rule 501(a) of Regulation D;

“Foreign Issuer” means “foreign issuer” as that term is defined in Regulation S;

“Foreign Reporting Issuer” means a Foreign Issuer that is a “reporting issuer” as that term is defined in Regulation S;

“Off-Shore Transaction” means “off-shore transaction” as that term is defined in Regulation S;

“Regulation D” means Regulation D of the U.S. Securities Act;

“Regulation S” means Regulation S of the U.S. Securities Act;

“Substantial U.S. Market Interest” means “substantial U.S. market interest” as that term is defined in Regulation S;

“United States” means United States as that term is defined in Regulation S;

“U.S. Person” means U.S. Person as that term is defined in Regulation S; and

“U.S. Securities Act” means the United States Securities Act of 1933, as amended.

Appendix “B” to Subscription Form

DECLARATION FOR REMOVAL OF LEGEND

To: The registrar and transfer agent for the Common Shares of BE Resources Inc. (the “Company”)

The undersigned (A) acknowledges that the sale of _________________ , represented by certificate number ________________ , to which this declaration relates, has been made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the “1933 Act”), and (B) certifies that (1) the undersigned is not an “affiliate” (as defined in Rule 405 under the 1933 Act) of the Company; (2) the offer of such securities was not made to a person in the United States and either (a) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believe that the buyer was outside the United States, or (b) the transaction was or is being executed in, on or through the facilities of the Toronto Stock Exchange, and neither the seller nor any person acting on its behalf knows that the transaction was prearranged with a buyer in the United States; (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts in connection with the offer and sale of such securities; (4) the sale is bona fide and not for the purpose of “washing off” the resale restrictions imposed because the securities are “restricted securities” (as such term is defined in Rule 144(a)(3) under the 1933 Act); (5) the seller does not intend to replace such securities with fungible unrestricted securities; and (6) the contemplated sale is not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S under the 1933 Act, is part of a plan or scheme to evade the registration provisions of the 1933 Act. Terms used herein have the meanings given to them by Regulation S under the 1933 Act.

By: ________________________________	Date: ________________________________
Signature
Name (please print) ________________________________

SCHEDULE “B”

FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (name) ________________________ (the “Transferee”), of  ________________________ (residential address)  ________________________ Warrants of BE Resources Inc. (the “Company”) registered in the name of the undersigned on the records of the Company represented by the within certificate, and irrevocably appoints the Secretary of the Company as the attorney of the undersigned to transfer the said securities on the books or register of transfer, with full power of substitution.

DATED the _____day of _______, 20__.

________________________	_____________________________________
Signature Guaranteed	(Signature of Warrant Holder, to be the same as
	appears on the face of this Warrant Certificate)

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EX-10.3

Exhibit 10.3

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE OCTOBER 19, 2010.

THE SECURITIES REPRESENTED HEREBY AND ANY SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO BE RESOURCES INC. (“THE COMPANY”), (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (C) IN COMPLIANCE WITH RULE 144 OR 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, (D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR (E) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANY. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

AGENT COMPENSATION OPTIONS
TO PURCHASE UP TO <> UNITS OF
BE RESOURCES INC.

THIS IS TO CERTIFY THAT for valuable consideration <> [NTD: insert name and address] (the “Holder”) is entitled, at any time prior to 5:00 p.m. (Toronto time), on June 18, 2012 (the “Expiry Time”), upon and subject to the terms and conditions set forth herein and in the schedules attached hereto, which schedules form an integral part hereof and shall be deemed to be incorporated herein (the whole being referred to herein as this “Compensation Option Certificate” and the rights of the Holder represented by this Compensation Option Certificate being referred to herein as this “Compensation Option”), to subscribe in whole or in part for up to <> units (“Units” and which term shall include any other shares or securities to be issued in addition thereto or in substitution or replacement therefor as provided herein) of BE Resources Inc. (the “Corporation”), a corporation incorporated under the Colorado Business Corporation Act, as constituted on the date hereof. Each Unit is comprised of one common share in the capital of the Corporation (“Common Share”) and one-half of one Series 2010 – I Common Share purchase warrant (each whole Common Share purchase warrant, a “Warrant”). Each Warrant shall entitle the holder thereof to purchase one Common Share at an exercise price of $0.50 at any time before the Expiry Time, subject to adjustments and earlier expiry in certain events.

The purchase price (the purchase price in effect from time to time being called the “Exercise Price”) payable for each Unit subscribed for upon the exercise of this Compensation Option shall be $0.30 subject to adjustment from time to time as herein provided. No fractional Common Shares or Warrants will be issuable upon any exercise of this Compensation Option and the Holder will not be entitled to any cash payment or compensation in lieu of a fractional Common Share or Warrant.

This Compensation Option shall become wholly void and the unexercised portion of the subscription rights represented hereby will expire and terminate at the Expiry Time, provided that if prior to the Expiry Time early expiry of the Warrants in accordance with their terms has occurred, this Compensation Option shall be exercisable only for Common Shares.

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All Units which are to be issued upon the exercise of this Compensation Option shall be issued to the Holder, upon payment therefor of the number of Units being purchased multiplied by the Exercise Price, pursuant to the provisions hereof, and the Holder shall be deemed to have become the holder of record of such Units, on the date of delivery of this Compensation Option Certificate together with payment of the aggregate Exercise Price, unless the transfer books of the Corporation shall be closed on such date, in which event the Units shall be deemed to be issued, and the Holder shall be deemed to have become the holder of record of such Units, on the date on which such transfer books are reopened and such Units shall be issued at the Exercise Price in effect on the date of delivery of this Compensation Option Certificate together with payment for the Units subscribed for by the Holder.

The Holder may purchase less than the number of Units which the Holder is entitled to purchase hereunder on delivery of this Compensation Option Certificate, in which event a new certificate, in form identical hereto but with appropriate changes, representing the Units not purchased, shall be issued to the Holder.

This Compensation Option does not entitle the Holder to any rights or interest whatsoever as a shareholder of the Corporation or any other rights or interests except as expressly provided in this Compensation Option Certificate.

This Compensation Option is non-assignable and non-transferable.

If this Compensation Option Certificate or any replacement hereof becomes stolen, lost, mutilated or destroyed, the Corporation shall, on such terms as it may in its discretion impose, acting reasonably, issue and deliver a new certificate, in form identical hereto but with appropriate changes, representing any unexercised portion of the subscription rights represented hereby to replace the certificate so stolen, lost, mutilated or destroyed.

By acceptance hereof, the Holder hereby represents and warrants to the Corporation that the Holder is acquiring this Compensation Option as principal for its own account and not for the benefit of any other person.

All amounts of money referred to in this Compensation Option Certificate are referred to lawful money of Canada.

This Compensation Option shall enure to the benefit of, and shall be binding upon, the Holder and the Corporation and their respective successors.

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IN WITNESS WHEREOF the Corporation has caused this Compensation Option Certificate to be issued under the signature of a properly authorized officer of the Corporation.

DATED as of the _______ day of June, 2010.

BE RESOURCES INC.

By: _____________________________________

       Name: David Tognoni

       Title: President and Chief Executive Officer

SCHEDULE A

Additional Terms and Conditions of this Compensation Option

1.	Exercise: In the event that the Holder desires to exercise the right to purchase Units conferred hereby, the Holder shall (a) complete to the extent possible in the manner indicated and execute a subscription form in the form attached as Schedule B to this Compensation Option Certificate, (b) surrender this Compensation Option Certificate to the Corporation in accordance with section 7 of this Compensation Option Certificate, and (c) pay the amount payable on the exercise of this Compensation Option in respect of the Units subscribed for by certified cheque, bank draft or money order in lawful money of Canada payable to the Corporation or by transmitting same day funds in lawful money of Canada by wire to such account as the Corporation shall direct the Holder. Upon such surrender and payment as aforesaid, the Holder shall be deemed for all purposes to be the holder of record of the number of Common Shares and Warrants to be so issued and the Holder shall be entitled to delivery of certificates representing such Common Shares and Warrants and the Corporation shall cause such certificate or certificates to be delivered to the Holder at the address specified in the subscription form within three business days of such surrender and payment as aforesaid. No fractional Common Shares or Warrants will be issuable upon any exercise of this Compensation Option and the Holder will not be entitled to any cash payment or compensation in lieu of a fractional Common Share or Warrant.
2.	Covenants, Representations and Warranties: The Corporation hereby covenants and agrees that it is duly authorized and has the corporate and lawful power and authority to create and issue this Compensation Option and the Common Shares and Warrants from time to time subscribed for and purchased in the manner provided in this Compensation Option Certificate and the certificates representing this Compensation Option and such Common Shares and Warrants to be issued and that, at all times prior to the Expiry Time, it will reserve and there will remain unissued a sufficient number of Common Shares to satisfy the right of purchase provided in this Compensation Option Certificate. All Units which are issued upon the exercise of the right of purchase provided in this Compensation Option Certificate, upon payment therefor of the amount at which such Units may be purchased pursuant to the provisions of this Compensation Option Certificate, shall be and be deemed to be validly issued as fully paid and non-assessable and free from all taxes, liens and charges with respect to the issue thereof. The Corporation hereby represents and warrants that this Compensation Option Certificate is a valid and enforceable obligation of the Corporation, enforceable in accordance with the provisions of this Compensation Option Certificate.
3.	Adjustment to Exercise Price:

(1) Definitions: For the purposes of this section 3, unless there is something in the subject matter or context inconsistent therewith, the words and terms defined below shall have the respective meanings specified therefor in this subsection:

(a) “Current Market Price” at any date, means the weighted average of the sale prices per Common Share at which the Common Shares have traded on the TSX Venture Exchange, or, if the Common Shares in respect of which a determination of Current Market Price is being made are not listed thereon, on such stock exchange on which such shares are listed as may be selected for such purpose by the directors, or, if the Common Shares are not listed on any stock exchange, then on the over-the-counter market, for 20 consecutive trading days ending 5 trading days before such date, or in the event that at any date the Common Shares are not listed on any exchange or on the over-the-counter market, the Current Market Price shall be as determined by the directors or such firm of independent chartered accountants as may be selected by the directors acting reasonably and in good faith in their sole discretion; for these purposes, the weighted average price for any period shall be determined by dividing the aggregate sale prices during such period by the total number of Common Shares sold during such period;

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(b)

“Equity Shares” means the Common Shares and any shares of any other class or series of the Corporation which may from time to time be authorized for issue if by their terms such shares confer on the holders thereof the right to participate in the distribution of assets upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation beyond a fixed sum or a fixed sum plus accrued dividends; and

(c)

“trading day” with respect to a stock exchange or over-the-counter market means a day on which such stock exchange or market is open for business.

(2) Adjustments: The Exercise Price in effect at any time is subject to adjustment from time to time in the events and in the manner provided as follows:

(a) If and whenever at any time after the date hereof the Corporation:

(i)	issues Common Shares or securities exchangeable for or convertible into Common Shares to all or substantially all the holders of the Common Shares as a stock dividend; or
(ii)	makes a distribution on its outstanding Common Shares payable in Common Shares or securities exchangeable for or convertible into Common Shares; or
(iii)	subdivides its outstanding Common Shares into a greater number of shares; or
(iv)	consolidates its outstanding Common Shares into a smaller number of shares;

(any of such events being called a “Common Share Reorganization”), then the Exercise Price will be adjusted effective immediately after the effective date or record date for the happening of a Common Share Reorganization, as the case may be, at which the holders of Common Shares are determined for the purpose of the Common Share Reorganization by multiplying the Exercise Price in effect immediately prior to such effective date or record date by a fraction, the numerator of which is the number of Common Shares outstanding on such effective date or record date before giving effect to such Common Share Reorganization and the denominator of which is the number of Common Shares outstanding immediately after giving effect to such Common Share Reorganization (including, in the case where securities exchangeable for or convertible into Common Shares are distributed, the number of Common Shares that would have been outstanding had all such securities been exchanged for or converted into Common Shares on such effective date or record date).

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(b) If and whenever at any time after the date hereof the Corporation fixes a record date for the issue of rights, options or warrants to the holders of all or substantially all of its outstanding Common Shares under which such holders are entitled to subscribe for or purchase Common Shares or securities exchangeable for or convertible into Common Shares, where:

(i)	the right to subscribe for or purchase Common Shares, or the right to exchange securities for or convert securities into Common Shares, expires not more than 45 days after the date of such issue (the period from the record date to the date of expiry being herein in this Subsection 3(2) called the “Rights Period”), and
(ii)	the cost per Common Share during the Rights Period (inclusive of any cost of acquisition of securities exchangeable for or convertible into Common Shares in addition to any direct cost of Common Shares) (herein in this Subsection 3(2) called the “Per Share Cost”) is less than 95% of the Current Market Price of the Common Shares on the record date,

(any of such events being called a “Rights Offering”), then the Exercise Price will be adjusted effective immediately after the end of the Rights Period to a price determined by multiplying the Exercise Price in effect immediately prior to the end of the Rights Period by a fraction:

(A) the numerator of which is the aggregate of:

(1)	the number of Common Shares outstanding as of the record date for the Rights Offering; and
(2)	a number determined by dividing the product of the Per Share Cost and:

(I)

where the event giving rise to the application of this subsection 3(2)(b) was the issue of rights, options or warrants to the holders of Common Shares under which such holders are entitled to subscribe for or purchase additional Common Shares, the number of Common Shares so subscribed for or purchased during the Rights Period, or

(II)

where the event giving rise to the application of this subsection 3(2)(b) was the issue of rights, options or warrants to the holders of Common Shares under which such holders are entitled to subscribe for or purchase securities exchangeable for or convertible into Common Shares, the number of Common Shares for which those securities so subscribed for or purchased during the Rights Period could have been exchanged or into which they could have been converted during the Rights Period, by the Current Market Price of the Common Shares as of the record date for the Rights Offering; and

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(B) the denominator of which is:

(1)	in the case described in subparagraph 3(2)(b)(A)(2)(I), the number of Common Shares outstanding, or
(2)	in the case described in subparagraph 3(2)(b)(A)(2)(II), the number of Common Shares that would be outstanding if all the Common Shares described in subparagraph 3(2)(b)(A)(2)(II) had been issued,

as at the end of the Rights Period.

Any Common Shares owned by or held for the account of the Corporation or any subsidiary or affiliate (as defined in the Securities Act (Ontario)) of the Corporation will be deemed not to be outstanding for the purpose of any such computation.

If by the terms of the rights, options or warrants referred to in this Subsection 3(2), there is more than one purchase, conversion or exchange price per Common Share, the aggregate price of the total number of additional Common Shares offered for subscription or purchase, or the aggregate conversion or exchange price of the convertible securities so offered, will be calculated for purposes of the adjustment on the basis of:

(I)	the lowest purchase, conversion or exchange price per Common Share, as the case may be, if such price is applicable to all Common Shares which are subject to the rights, options or warrants, and
(II)	the average purchase, conversion or exchange price per Common Share, as the case may be, if the applicable price is determined by reference to the number of Common Shares acquired.

To the extent that any adjustment in the Exercise Price occurs pursuant to this Subsection 3(2) as a result of the fixing by the Corporation of a record date for the distribution of rights, options or warrants referred to in this Subsection 3(2), the Exercise Price will be readjusted immediately after the expiration of any relevant exchange, conversion or exercise right to the Exercise Price which would then be in effect based upon the number of Common Shares actually issued and remaining issuable after such expiration, and will be further readjusted in such manner upon expiration of any further such right.

If the Holder has exercised this Compensation Option in accordance herewith during the period beginning immediately after the record date for a Rights Offering and ending on the last day of the Rights Period therefor, the Holder will, in addition to the Common Shares to which it is otherwise entitled upon such exercise, be entitled to that number of additional Common Shares equal to the result obtained when the Exercise Price in effect immediately prior to the end of such Rights Offering pursuant to this subsection is multiplied by the number of Common Shares received upon the exercise of this Compensation Option during such period, and the resulting product is divided by the Exercise Price as adjusted for such Rights Offering pursuant to this subsection. Such additional Common Shares will be deemed to have been issued to the Holder immediately following the end of the Rights Period and a certificate for such additional Common Shares will be delivered to such Holder within ten (10) Business Days following the end of the Rights Period.

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(c) If and whenever at any time after the date hereof the Corporation fixes a record date for the issue or the distribution to the holders of all or substantially all its Common Shares of:

(i)	shares of the Corporation of any class other than Common Shares;
(ii)	rights, options or warrants to acquire shares or securities exchangeable for or convertible into shares or property or other assets of the Corporation;
(iii)	evidence of indebtedness; or
(iv)	any property or other assets,

and if such issuance or distribution does not constitute (A) a Common Share Reorganization, (B) a Rights Offering or (C) the issue of rights, options or warrants to the holders of all or substantially all of its outstanding Common Shares under which such holders are entitled to subscribe for or purchase Common Shares or securities exchangeable for or convertible into Common Shares, where:

(1)	the right to subscribe for or purchase Common Shares, or the right to exchange securities for or convert securities into Common Shares, expires not more than 45 days after the date of such issue, and
(2)	the cost per Common Share during the Rights Period, inclusive of the Per Share Cost, is 95% or more than the Current Market Price of the Common Shares on the record date

(any of such non-excluded events being called a “Special Distribution”), the Exercise Price will be adjusted effective immediately after such record date to a price determined by multiplying the Exercise Price in effect on such record date by a fraction:

(A) the numerator of which is:

(1)	the product of the number of Common Shares outstanding on such record date and the Current Market Price of the Common Shares on such record date; less
(2)	the aggregate fair market value (as determined by action by the directors of the Corporation, subject, however, to the prior written consent of the TSX Venture Exchange, where required) to the holders of the Common Shares of such securities or property or other assets so issued or distributed in the Special Distribution; and

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(B) the denominator of which is the number of Common Shares outstanding on such record date multiplied by the Current Market Price of the Common Shares on such record date.

	Any Common Shares owned by or held for the account of the Corporation or any subsidiary or affiliate (as defined in the Securities Act (Ontario)) of the Corporation will be deemed not to be outstanding for the purpose of any such computation.
(d)	If and whenever at any time after the date hereof there is a Common Share Reorganization, a Rights Offering, a Special Distribution, a reclassification or redesignation of the Common Shares outstanding at any time or change of the Common Shares into other shares or into other securities (other than a Common Share Reorganization), or a consolidation, amalgamation or merger of the Corporation with or into any other corporation or other entity (other than a consolidation, amalgamation or merger which does not result in any reclassification or redesignation of the outstanding Common Shares or a change of the Common Shares into other shares), or a transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to another corporation or other entity (any of such events being called a “Capital Reorganization”), the Holder, upon exercising this Compensation Option after the effective date of such Capital Reorganization, will be entitled to receive in lieu of the number of Units to which such Holder was theretofore entitled upon such exercise, the aggregate number of shares, other securities or other property which such Holder would have been entitled to receive as a result of such Capital Reorganization if, on the effective date thereof, the Holder had been the registered holder of the number of Common Shares and Warrants to which such Holder was theretofore entitled upon exercise of this Compensation Option. If determined appropriate by action of the directors of the Corporation, appropriate adjustments will be made as a result of any such Capital Reorganization in the application of the provisions set forth in this Subsection 3(2) with respect to the rights and interests thereafter of the Holder to the end that the provisions set forth in this Subsection 3(2) will thereafter correspondingly be made applicable as nearly as may reasonably be in relation to any shares, other securities or other property thereafter deliverable upon the exercise hereof. Any such adjustment must be made by and set forth in an amendment to this Compensation Option approved by action by the directors of the Corporation and will for all purposes be conclusively deemed to be an appropriate adjustment.
(e)	If at any time after the date hereof and prior to the Expiry Time any adjustment in the Exercise Price shall occur as a result of:

(i)	an event referred to in Subsection 3(2)(a);
(ii)	the fixing by the Corporation of a record date for an event referred to in Subsection 3(2)(b); or

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(iii) the fixing by the Corporation of a record date for an event referred to in Subsection 3(2)(c) if such event constitutes the issue or distribution to the holders of all or substantially all of its outstanding Common Shares of (A) Equity Shares, or (B) securities exchangeable for or convertible into Equity Shares at an exchange or conversion price per Equity Shares less than the Current Market Price on such record date or (C) rights, options or warrants to acquire Equity Shares at an exercise, exchange or conversion price per Equity Share less than the Current Market Price on such record date,

then, where required, the number of Units purchasable upon the subsequent exercise of this Compensation Option shall be simultaneously adjusted by multiplying the number of Units purchasable upon the exercise of this Compensation Option immediately prior to such adjustment by a fraction which shall be the reciprocal of the fraction employed in the adjustment of the Exercise Price. To the extent any adjustment in subscription rights occurs pursuant to this Subsection 3(2)(e) as a result of a distribution of exchangeable or convertible securities other than Equity Shares referred to in Subsection 3(2)(a) or as a result of the fixing by the Corporation of a record date for the distribution of rights, options or warrants referred to in Subsection 3(2)(b), the number of Units purchasable upon exercise of this Compensation Option shall be readjusted immediately after the expiration of any relevant exchange, conversion or exercise right to the number of Units which would be purchasable based upon the number of Common Shares actually issued and remaining issuable immediately after such expiration, and shall be further readjusted in such manner upon expiration of any further such right. To the extent that any adjustment in subscription rights occurs pursuant to this Subsection 3(2)(e) as a result of the fixing by the Corporation of a record date for the distribution of exchangeable or convertible securities other than Equity Shares or rights, options or warrants referred to in subsection 3(2)(c), the number of Units purchasable upon exercise of this Compensation Option shall be readjusted immediately after the expiration of any relevant exchange, conversion or exercise right to the number which would be purchasable pursuant to this Subsection 3(2)(e) if the fair market value of such securities or such rights, options or warrants had been determined for purposes of the adjustment pursuant to this Subsection 3(2)(e) on the basis of the number of Equity Shares issued and remaining issuable immediately after such expiration, and shall be further readjusted in such manner upon expiration of any further such right.

(3) Rules Regarding Calculation of Adjustment of Exercise Price:

(a)	The adjustments provided for in Subsection 3(2) are cumulative and will, in the case of adjustments to the Exercise Price, be computed to the nearest one-tenth of one cent and will be made successively whenever an event referred to therein occurs, subject to the following subsections of this Subsection 3(3).
(b)	No adjustment in the Exercise Price is required to be made unless such adjustment would result in a change of at least 1% in the prevailing Exercise Price; provided, however, that any adjustments which, except for the provisions of this subsection, would otherwise have been required to be made, will be carried forward and taken into account in any subsequent adjustments.

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(c)	No adjustment in the Exercise Price will be made in respect of any event described in Subsection 3(2), other than the events referred to in clauses 3(2)(a)(iii) and (iv), if the Holder is entitled to participate in such event on the same terms, mutatis mutandis, as if the Holder had exercised this Compensation Option prior to or on the effective date or record date of such event.
(d)	No adjustment in the Exercise Price will be made under Subsection 3(2) in respect of the issue from time to time of Common Shares issuable from time to time as dividends paid in the ordinary course to holders of Common Shares who exercise an option or election to receive substantially equivalent dividends in Common Shares in lieu of receiving a cash dividend, and any such issue will be deemed not to be a Common Share Reorganization.
(e)	If at any time a dispute arises with respect to adjustments provided for in Subsection 3(2), such dispute will be conclusively determined by the auditors of the Corporation or if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by action by the directors of the Corporation and any such determination, where required, will be binding upon the Corporation, the Holder and shareholders of the Corporation. The Corporation will provide such auditors or accountants with access to all necessary records of the Corporation.
(f)	In case the Corporation after the date of issuance of this Compensation Option takes any action affecting the Common Shares, other than action described in Subsection 3(2), which in the opinion of the board of directors of the Corporation would materially affect the rights of the Holder, the Exercise Price will be adjusted in such manner, if any, and at such time, by action by the directors of the Corporation but subject in all cases to the prior written consent of the Toronto Stock Exchange, where required, and any necessary regulatory approval.
(g)	If the Corporation sets a record date to determine the holders of the Common Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and, thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other action, decides not to implement its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment in the Exercise Price will be required by reason of the setting of such record date.
(h)	In the absence of a resolution of the directors of the Corporation fixing a record date for a Special Distribution or Rights Offering, the Corporation will be deemed to have fixed as the record date therefor the date on which the Special Distribution or Rights Offering is effected.
(i)	As a condition precedent to the taking of any action which would require any adjustment to this Compensation Option, including the Exercise Price, the Corporation must take any corporate action which may be necessary in order that the Corporation have unissued and reserved in its authorized capital and may validly and legally issue as fully paid and non-assessable all the shares or other securities which the Holder is entitled to receive on the full exercise thereof in accordance with the provisions hereof.

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(j)

The Corporation will from time to time, immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Subsection 3(2), forthwith give notice to the Holder specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Exercise Price.

(k)

The Corporation covenants to and in favour of the Holder that so long as this Compensation Option remains outstanding, it will give notice to the Holder of its intention to fix a record date for any event referred to in Subsection 3(2)(a), (b) or (c) (other than the subdivision or consolidation of the Common Shares) which may give rise to an adjustment in the Exercise Price, and, in each case, such notice must specify the particulars of such event and the record date and the effective date for such event; provided that the Corporation is only required to specify in such notice such particulars of such event as have been fixed and determined on the date on which such notice is given. Such notice shall be given not less than 14 days prior to each such applicable record date or effective date.

4.	Further Assurances: The Corporation hereby covenants and agrees that it will do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, all and every such other act, deed and assurance as the Holder shall reasonably require for the better accomplishing and effectuating of the intentions and provisions of this Compensation Option Certificate.
5.	Time: Time shall be of the essence of this Compensation Option Certificate.
6.	Laws: This Compensation Option Certificate shall be construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.
7.	Notices: All notices or other communications to be given under this Compensation Option Certificate shall be delivered by hand or by telecopier and, if delivered by hand, shall be deemed to have been given on the delivery date and, if sent by telecopier, on the date of transmission if sent before 4:00 p.m. on a business day or, if such day is not a business day, on the first business day following the date of transmission.

Notices to the Corporation shall be addressed to:

BE Resources Inc.
50 Richmond Street East
Suite 101
Toronto ON M5C 1N7
Canada

Attention: David Q. Tognoni
Telecopier: (416) 848-0790

Notices to the Holder shall be addressed to:

<>

Attention: <>
Telecopier: <>

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The Corporation or the Holder may change its address for service by notice in writing to the other of them specifying its new address for service under this Compensation Option Certificate.

8. Legends on Common Shares:

(1)	Any certificate representing Common Shares or Warrants issued upon the exercise of this Compensation Option prior to the date which is four months and one day after the date hereof will bear the following legends:
	“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE OCTOBER [19], 2010.”
	and
	“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO BE RESOURCES INC. (“BE RESOURCES”), (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (C) IN COMPLIANCE WITH RULE 144 OR 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, (D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR (E) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO BE RESOURCES AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO BE RESOURCES. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”
	provided that at any time subsequent to the date which is four months and one day after the date hereof any certificate representing such Common Shares or Warrants may be exchanged for a certificate or certificates bearing no such legends. The Corporation hereby covenants and agrees that it will use the best efforts thereof to deliver or to cause to be delivered a certificate or certificates representing such Common Shares or Warrants bearing no such legends within three business days after receipt of the legended certificate or certificates.

9. Language: The parties hereto acknowledge and confirm that they have requested that this Compensation Option Certificate as well as all notices and other documents contemplated hereby be drawn up in the English language. Les parties aux présentes reconnaissent et confirment qu’elles ont exigé que la présente convention ainsi que tous les avis et documents qui s’y rattachent soient rédigés en langue anglaise.

SCHEDULE B

TO: BE RESOURCES INC.

SUBSCRIPTION FORM

The undersigned hereby subscribes for ____________ common shares (“Common Shares”) of BE Resources Inc. (the “Corporation”) and ______ warrants (“Warrants”) of the Corporation (or such other number of Common Shares or other securities to which such subscription entitles the undersigned in lieu thereof or in addition thereto pursuant to the provisions of the compensation option certificate (the “Compensation Option Certificate”) dated as of June <>, 2010 issued by the Corporation to the Holder) at the purchase price of $0.30 per Common Share and one half of one Warrant (or at such other purchase price as may then be in effect under the provisions of the Compensation Option Certificate) and on and subject to the other terms and conditions specified in the Compensation Option Certificate and hereunder and encloses herewith a certified cheque, bank draft or money order in lawful money of Canada payable to the Corporation or has transmitted same day funds in lawful money of Canada by wire to such account as the Corporation directed the undersigned in payment of the subscription price.

By executing this subscription form the undersigned represents and warrants that the undersigned is not a U.S. Person or a Person within the United States and that the Common Shares are not being subscribed for on behalf of a U.S. Person (as such terms are defined for purposes of the United States Securities Act of 1933, as amended).

The undersigned hereby directs that the Common Shares and Warrants subscribed for be registered and delivered as follows:

	Address	Number of
Name in Full	(include Postal Code)	Common Shares	Number of Warrants

DATED this _______ day of ______________ , 201___.

By: _____________________________

       Name:

       Title:

SCHEDULE C

WARRANT CERTIFICATE

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE OCTOBER 19, 2010.

THE SECURITIES REPRESENTED HEREBY AND ANY SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO BE RESOURCES INC. (THE “COMPANY”), (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (C) IN COMPLIANCE WITH RULE 144 OR 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, (D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR (E) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANY. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

EXERCISABLE ONLY PRIOR TO 5:00 P.M., TORONTO TIME, ON JUNE 18, 2012 UNLESS ACCELERATED IN ACCORDANCE WITH THE TERMS HEREOF, AFTER WHICH TIME THESE WARRANTS SHALL BE NULL AND VOID

SERIES 2010 – I
WARRANT TO PURCHASE COMMON SHARES OF BE RESOURCES INC.

	Number of warrants
	represented by this
Certificate Number ______________	certificate – _____

THIS CERTIFIES THAT, for value received, ____________________ is entitled, at any time prior to the Expiry Time, to purchase, at the Exercise Price, one Common Share in the capital of the Company, for each Warrant evidenced hereby, by surrendering to the Company at 50 Richmond Street East, Suite 101, Toronto ON M5C 1N7, this Warrant, together with a Subscription Form in the form attached hereto as Schedule “A”, duly completed and executed, and cash or a certified cheque, money order or bank draft in lawful money of Canada payable to or to the order of the Company for the amount equal to the Exercise Price per Common Share multiplied by the number of Common Shares subscribed for, on and subject to the terms and conditions set forth below.

Nothing contained herein shall confer any right upon the Holder to subscribe for or purchase any Common Shares of the Company at any time after the Expiry Time, and from and after the Expiry Time these Warrants and all rights hereunder shall be void and of no value.

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These Warrants and the Common Shares issuable upon the exercise of these Warrants have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws. These Warrants may not be exercised in the United States or by a U.S. Person (as defined in Regulation S under the U.S. Securities Act) unless the Warrants and the Common Shares issuable upon exercise hereof have been registered under the U.S. Securities Act and any applicable state securities laws or unless an exemption from such registration is available and established as set forth in this Warrant Certificate. Unless the Common Shares issuable upon exercise of the Warrants have been registered under the U.S. Securities Act, the certificate representing the Common Shares will bear a legend restricting transfer in accordance with such Act upon exercise of the Warrant.

1. Definitions

In this Warrant, including the preamble, unless there is something in the subject matter or context inconsistent therewith, the following expressions shall have the following meanings namely:

(a)	“Business Day” means a day which is not a Saturday, Sunday, or a civic or statutory holiday in the City of Toronto, Ontario Canada;
(b)	“Common Shares” means the common shares of the Company as such shares were constituted on the date hereof, as the same may be reorganized, reclassified or redesignated pursuant to any of the events set out in Section 12 hereof;
(c)	“Company” means BE Resources Inc., a corporation formed under the laws of the State of Colorado, U.S.A. and its successors and assigns;
(d)	“Current Market Price” at any date, means the weighted average of the sale prices per Common Share at which the Common Shares have traded on the TSX Venture Exchange, or, if the Common Shares in respect of which a determination of Current Market Price is being made are not listed thereon, on such stock exchange on which such shares are listed as may be selected for such purpose by the directors, or, if the Common Shares are not listed on any stock exchange, then on the over-the-counter market, for 20 consecutive trading days ending 5 trading days before such date, or in the event that at any date the Common Shares are not listed on any exchange or on the over-the-counter market, the Current Market Price shall be as determined by the directors or such firm of independent chartered accountants as may be selected by the directors acting reasonably and in good faith in their sole discretion; for these purposes, the weighted average price for any period shall be determined by dividing the aggregate sale prices during such period by the total number of Common Shares sold during such period;
(e)	“Equity Shares” means the Common Shares and any shares of any other class or series of the Company which may from time to time be authorized for issue if by their terms such shares confer on the holders thereof the right to participate in the distribution of assets upon the voluntary or involuntary liquidation, dissolution or winding up of the Company beyond a fixed sum or a fixed sum plus accrued dividends;

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(f)	“Exercise Price” means Cdn$0.50 per Common Share, unless such price shall have been adjusted in accordance with the provisions of Section 12, in which case it shall mean the adjusted price in effect at such time;
(g)	“Expiry Time” means 5:00 p.m., Toronto time, on June 18, 2012, provided that if the
	closing price of the Common Shares on the TSX Venture Exchange (or such other stock exchange on which the Common Shares are listed and where a majority of trading volume occurs) equals or exceeds Cdn$0.75 for a period of ten consecutive Trading Days, the Company may, within five days of the last day of any such ten day period, notify the Holder of the early expiry of the Warrants (“Early Expiration Notice”) and thereafter, such Warrants will expire on the earlier of: (i) 3:30 p.m., Toronto time, on the date which is twenty-one days after the date of the Early Expiration Notice; and (ii) 5:00 p.m., Toronto time, on June 18, 2012; in which case the “Expiry Time” shall thereafter mean the time and date specified in such notice;
(h)	“Form of Transfer” means the form of transfer annexed hereto as Schedule “B”;
(i)	“Holder” means the registered holder of this Warrant;
(j)	“person” means an individual, corporation, partnership, unincorporated syndicate, unincorporated organization, trust, trustee, executor, administrator, or other legal representative, or any group or combination thereof;
(k)	“Subscription Form” means the form of subscription annexed hereto as Schedule “A”;
(l)	“this Warrant”, “Warrant”, “herein”, “hereby”, “hereof”, “hereto”, “hereunder” and similar expressions mean or refer to this Warrant certificate and any deed or instrument supplemental or ancillary hereto and any schedules hereto or thereto and not to any particular article, section, subsection, clause, subclause or other portion hereof or thereof; and
(m)	“Trading Day” means a day on which the TSX Venture Exchange is open for business.
2.	Expiry Time

After the Expiry Time, all rights under any Warrants evidenced hereby, in respect of which the right of subscription and purchase herein provided for shall not theretofore have been exercised, shall wholly cease and terminate and such Warrants shall be void and of no value or effect.

3. Exercise Procedure

The Holder may exercise the right of purchase herein provided for by surrendering or delivering to the Company prior to the Expiry Time at its principal office:

(a) this Warrant, with the Subscription Form duly completed and executed by the Holder, or by its legal representative or attorney duly appointed by an instrument in writing in form and manner satisfactory to the Company; and

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(b) cash or a certified cheque, money order or bank draft payable to or to the order of the Company in lawful money of Canada in an amount equal to the Exercise Price multiplied by the number of Common Shares for which subscription is being made.

Any Warrant and cash, certified cheque, money order or bank draft referred to in the foregoing clauses (a) and (b) shall be deemed to be surrendered only upon delivery thereof to the Company at its principal office in the manner provided in Section 27 hereof.

4. Entitlement to Certificate

Upon such delivery and payment as aforesaid, the Company shall cause to be issued to the Holder hereof the Common Shares subscribed for not exceeding those which such Holder is entitled to purchase pursuant to this Warrant and the Holder hereof shall become a shareholder of the Company in respect of such Common Shares with effect from the date of such delivery and payment and shall be entitled to delivery of a certificate or certificates evidencing such Common Shares and the Company shall cause such certificate or certificates to be mailed to the Holder hereof at the address or addresses specified in such subscription within three (3) Business Days of such delivery and payment.

5. Register of Warrant Holders and Transfer of Warrants

The Company shall cause a register to be kept in which shall be entered the names and addresses of all holders of the Warrants and the number of Warrants held by them. No transfer of Warrants shall be valid unless made by the Holder or its executors, administrators or other legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Company, upon compliance with such reasonable requirements as the Company may prescribe, including compliance with all applicable securities legislation, and recorded on the register of holders of Warrants maintained by the Company, nor until stamp or governmental or other charges arising by reason of such transfer have been paid. The transferee of a Warrant shall, after a Form of Transfer in the form attached hereto as Schedule “B”, is duly completed and the Warrant is lodged with the Company and upon compliance with all other reasonable requirements of the Company or law, be entitled to have its name entered on the register as the owner of such Warrant, free from all equities or rights of set-off or counterclaim between the Company and the transferor or any previous holder of such Warrant, save in respect of equities of which the Company is required to take notice by statute or by order of a court of competent jurisdiction. The Company may treat the registered holder of any Warrant certificate as the absolute owner of the Warrants represented thereby for all purposes, and the Company shall not be affected by any notice or knowledge to the contrary except where the Company is required to take notice by statute or by order of a court of competent jurisdiction.

6. Partial Exercise

The Holder may subscribe for and purchase a number of Common Shares less than the number the Holder is entitled to purchase pursuant to this Warrant. In the event of any such subscription and purchase prior to the Expiry Time, the Holder shall in addition be entitled to receive, without charge, a new Warrant certificate in respect of the balance of the Common Shares of which he was entitled to purchase pursuant to this certificate and which were then not purchased.

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7. No Fractional Shares

Notwithstanding any adjustments provided for in Section 12 hereof or otherwise, the Company shall not be required, upon the exercise of any Warrants, to issue fractional Common Shares in satisfaction of its obligations hereunder. Where a fractional Common Share would, but for this Section 7, have been issued upon exercise of a Warrant, the Company shall be entitled to round down to the nearest whole number of Common Shares and no amount shall be paid to the Holder for any fractional Common Shares not issued.

8. Not a Shareholder

Nothing in this certificate or in the holding of the Warrants evidenced hereby shall be construed as conferring upon the Holder any right or interest whatsoever as a shareholder of the Company.

9. No Obligation to Purchase

Nothing herein contained or done pursuant hereto shall obligate the Holder to purchase or pay for, or the Company to issue, any Common Shares except those Common Shares in respect of which the Holder shall have exercised its right to purchase hereunder in the manner provided herein.

10. Ranking of Warrants

All Series 2010-I warrants shall rank pari passu, notwithstanding the actual date of the issue thereof.

11.	Covenants
(a)	The Company covenants and agrees that:

(i)	so long as any Warrants evidenced hereby remain outstanding, it shall reserve and there shall remain unissued out of its authorized capital a sufficient number of Common Shares to satisfy the right of purchase herein provided for should the Holder determine to exercise its rights in respect of all the Common Shares for the time being called for by such outstanding Warrants; and
(ii)	all Common Shares which shall be issued upon the exercise of the right to purchase herein provided for, upon payment therefor of the amount at which such Common Shares may at the time be purchased pursuant to the provisions hereof, shall be issued as fully paid and non-assessable Common Shares and the holders thereof shall not be liable to the Company or to its creditors in respect thereof.

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(b)	The Company shall make all requisite filings under the Securities Act (Ontario) and the regulations made thereunder including those necessary to remain a reporting issuer not in default of any requirement of such act and regulations.
(c)	The Company shall use all commercially reasonable efforts to preserve and maintain its corporate existence.
12.	Adjustment to Exercise Price

The Exercise Price in effect at any time is subject to adjustment from time to time in the events and in the manner provided as follows:

(a) If and whenever at any time after the date hereof the Company:

(i)	issues Common Shares or securities exchangeable for or convertible into Common Shares to all or substantially all the holders of the Common Shares as a stock dividend; or
(ii)	makes a distribution on its outstanding Common Shares payable in Common Shares or securities exchangeable for or convertible into Common Shares; or
(iii)	subdivides its outstanding Common Shares into a greater number of shares; or
(iv)	consolidates its outstanding Common Shares into a smaller number of shares;
	(any of such events being called a “Common Share Reorganization”), then the Exercise Price will be adjusted effective immediately after the effective date or record date for the happening of a Common Share Reorganization, as the case may be, at which the holders of Common Shares are determined for the purpose of the Common Share Reorganization by multiplying the Exercise Price in effect immediately prior to such effective date or record date by a fraction, the numerator of which is the number of Common Shares outstanding on such effective date or record date before giving effect to such Common Share Reorganization and the denominator of which is the number of Common Shares outstanding immediately after giving effect to such Common Share Reorganization (including, in the case where securities exchangeable for or convertible into Common Shares are distributed, the number of Common Shares that would have been outstanding had all such securities been exchanged for or converted into Common Shares on such effective date or record date).

(b) If and whenever at any time after the date hereof the Company fixes a record date for the issue of rights, options or warrants to the holders of all or substantially all of its outstanding Common Shares under which such holders are entitled to subscribe for or purchase Common Shares or securities exchangeable for or convertible into Common Shares, where:

(i) the right to subscribe for or purchase Common Shares, or the right to exchange securities for or convert securities into Common Shares, expires not more than 45 days after the date of such issue (the period from the record date to the date of expiry being herein in this Section 12 called the “Rights Period”), and

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(ii)	the cost per Common Share during the Rights Period (inclusive of any cost of acquisition of securities exchangeable for or convertible into Common Shares in addition to any direct cost of Common Shares) (herein in this Section 12 called the “Per Share Cost”) is less than 95% of the Current Market Price of the Common Shares on the record date,
	(any of such events being called a “Rights Offering”), then the Exercise Price will be adjusted effective immediately after the end of the Rights Period to a price determined by multiplying the Exercise Price in effect immediately prior to the end of the Rights Period by a fraction:

(A) the numerator of which is the aggregate of:

(1)	the number of Common Shares outstanding as of the record date for the Rights Offering; and
(2)	a number determined by dividing the product of the Per Share Cost and:

(I)

where the event giving rise to the application of this subsection 12(b) was the issue of rights, options or warrants to the holders of Common Shares under which such holders are entitled to subscribe for or purchase additional Common Shares, the number of Common Shares so subscribed for or purchased during the Rights Period, or

(II)

where the event giving rise to the application of this subsection 12(b) was the issue of rights, options or warrants to the holders of Common Shares under which such holders are entitled to subscribe for or purchase securities exchangeable for or convertible into Common Shares, the number of Common Shares for which those securities so subscribed for or purchased during the Rights Period could have been exchanged or into which they could have been converted during the Rights Period,

by the Current Market Price of the Common Shares as of the record date for the Rights Offering; and

(B) the denominator of which is:

(1) in the case described in subparagraph 12(b)(A)(2)(I), the number of Common Shares outstanding, or

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(2)	in the case described in subparagraph 12(b)(A)(2)(II), the number of Common Shares that would be outstanding if all the Common Shares described in subparagraph 12(b)(A)(2)(II) had been issued,
	as at the end of the Rights Period.

Any Common Shares owned by or held for the account of the Company or any subsidiary or affiliate (as defined in the Securities Act (Ontario)) of the Company will be deemed not to be outstanding for the purpose of any such computation.

If by the terms of the rights, options or warrants referred to in this Section 12, there is more than one purchase, conversion or exchange price per Common Share, the aggregate price of the total number of additional Common Shares offered for subscription or purchase, or the aggregate conversion or exchange price of the convertible securities so offered, will be calculated for purposes of the adjustment on the basis of:

(I)	the lowest purchase, conversion or exchange price per Common Share, as the case may be, if such price is applicable to all Common Shares which are subject to the rights, options or warrants, and
(II)	the average purchase, conversion or exchange price per Common Share, as the case may be, if the applicable price is determined by reference to the number of Common Shares acquired.

To the extent that any adjustment in the Exercise Price occurs pursuant to this Section 12 as a result of the fixing by the Company of a record date for the distribution of rights, options or warrants referred to in this Section 12, the Exercise Price will be readjusted immediately after the expiration of any relevant exchange, conversion or exercise right to the Exercise Price which would then be in effect based upon the number of Common Shares actually issued and remaining issuable after such expiration, and will be further readjusted in such manner upon expiration of any further such right.

If the Holder has exercised this Warrant in accordance herewith during the period beginning immediately after the record date for a Rights Offering and ending on the last day of the Rights Period therefor, the Holder will, in addition to the Common Shares to which it is otherwise entitled upon such exercise, be entitled to that number of additional Common Shares equal to the result obtained when the Exercise Price in effect immediately prior to the end of such Rights Offering pursuant to this subsection is multiplied by the number of Common Shares received upon the exercise of this Warrant during such period, and the resulting product is divided by the Exercise Price as adjusted for such Rights Offering pursuant to this subsection; provided that the provisions of Section 6 will be applicable to any fractional interest in a Common Share to which such Holder might otherwise be entitled. Such additional Common Shares will be deemed to have been issued to the Holder immediately following the end of the Rights Period and a certificate for such additional Common Shares will be delivered to such Holder within ten (10) Business Days following the end of the Rights Period.

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(c) If and whenever at any time after the date hereof the Company fixes a record date for the issue or the distribution to the holders of all or substantially all its Common Shares of:

(i)	shares of the Company of any class other than Common Shares;
(ii)	rights, options or warrants to acquire shares or securities exchangeable for or convertible into shares or property or other assets of the Company;
(iii)	evidence of indebtedness; or
(iv)	any property or other assets,

and if such issuance or distribution does not constitute (A) a Common Share Reorganization, (B) a Rights Offering or (C) the issue of rights, options or warrants to the holders of all or substantially all of its outstanding Common Shares under which such holders are entitled to subscribe for or purchase Common Shares or securities exchangeable for or convertible into Common Shares, where:

(1)	the right to subscribe for or purchase Common Shares, or the right to exchange securities for or convert securities into Common Shares, expires not more than 45 days after the date of such issue, and
(2)	the cost per Common Share during the Rights Period, inclusive of the Per Share Cost, is 95% or more than the Current Market Price of the Common Shares on the record date

(any of such non-excluded events being called a “Special Distribution”), the Exercise Price will be adjusted effective immediately after such record date to a price determined by multiplying the Exercise Price in effect on such record date by a fraction:

(A) the numerator of which is:

(1)	the product of the number of Common Shares outstanding on such record date and the Current Market Price of the Common Shares on such record date; less
(2)	the aggregate fair market value (as determined by action by the directors of the Company, subject, however, to the prior written consent of the TSX Venture Exchange, where required) to the holders of the Common Shares of such securities or property or other assets so issued or distributed in the Special Distribution; and

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(B) the denominator of which is the number of Common Shares outstanding on such record date multiplied by the Current Market Price of the Common Shares on such record date.

	Any Common Shares owned by or held for the account of the Company or any subsidiary or affiliate (as defined in the Securities Act (Ontario)) of the Company will be deemed not to be outstanding for the purpose of any such computation.
(d)	If and whenever at any time after the date hereof there is a Common Share Reorganization, a Rights Offering, a Special Distribution, a reclassification or redesignation of the Common Shares outstanding at any time or change of the Common Shares into other shares or into other securities (other than a Common Share Reorganization), or a consolidation, amalgamation or merger of the Company with or into any other corporation or other entity (other than a consolidation, amalgamation or merger which does not result in any reclassification or redesignation of the outstanding Common Shares or a change of the Common Shares into other shares), or a transfer of the undertaking or assets of the Company as an entirety or substantially as an entirety to another corporation or other entity (any of such events being called a “Capital Reorganization”), the Holder, upon exercising this Warrant after the effective date of such Capital Reorganization, will be entitled to receive in lieu of the number of Common Shares to which such Holder was theretofore entitled upon such exercise, the aggregate number of shares, other securities or other property which such Holder would have been entitled to receive as a result of such Capital Reorganization if, on the effective date thereof, the Holder had been the registered holder of the number of Common Shares to which such Holder was theretofore entitled upon exercise of this Warrant. If determined appropriate by action of the directors of the Company, appropriate adjustments will be made as a result of any such Capital Reorganization in the application of the provisions set forth in this Section 12 with respect to the rights and interests thereafter of the Holder to the end that the provisions set forth in this Section 12 will thereafter correspondingly be made applicable as nearly as may reasonably be possible in relation to any shares, other securities or other property thereafter deliverable upon the exercise hereof. Any such adjustment must be made by and set forth in an amendment to this Warrant approved by action by the directors of the Company and will for all purposes be conclusively deemed to be an appropriate adjustment.
(e)	If at any time after the date hereof and prior to the Expiry Time any adjustment in the Exercise Price shall occur as a result of:

(i)	an event referred to in subsection 12(a);
(ii)	the fixing by the Company of a record date for an event referred to in subsection 12(b); or
(iii)	the fixing by the Company of a record date for an event referred to in subsection 12(c) if such event constitutes the issue or distribution to the holders of all or substantially all of its outstanding Common Shares of (A) Equity Shares, or (B) securities exchangeable for or convertible into Equity Shares at an exchange or conversion price per Equity Shares less than the Current Market Price on such record date or (C) rights, options or warrants to acquire Equity Shares at an exercise, exchange or conversion price per Equity Share less than the Current Market Price on such record date,

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then, where required, the number of Common Shares purchasable upon the subsequent exercise of this Warrant shall be simultaneously adjusted by multiplying the number of Common Shares purchasable upon the exercise of this Warrant immediately prior to such adjustment by a fraction which shall be the reciprocal of the fraction employed in the adjustment of the Exercise Price. To the extent any adjustment in subscription rights occurs pursuant to this subsection 12(e) as a result of a distribution of exchangeable or convertible securities other than Equity Shares referred to in subsection 12(a) or as a result of the fixing by the Company of a record date for the distribution of rights, options or warrants referred to in subsection 12(b), the number of Common Shares purchasable upon exercise of this Warrant shall be readjusted immediately after the expiration of any relevant exchange, conversion or exercise right to the number of Common Shares which would be purchasable based upon the number of Common Shares actually issued and remaining issuable immediately after such expiration, and shall be further readjusted in such manner upon expiration of any further such right. To the extent that any adjustment in subscription rights occurs pursuant to this subsection 12(e) as a result of the fixing by the Company of a record date for the distribution of exchangeable or convertible securities other than Equity Shares or rights, options or warrants referred to in subsection 12(c), the number of Common Shares purchasable upon exercise of this Warrant shall be readjusted immediately after the expiration of any relevant exchange, conversion or exercise right to the number of Common Shares which would be purchasable pursuant to this subsection 12(e) if the fair market value of such securities or such rights, options or warrants had been determined for purposes of the adjustment pursuant to this subsection 12(e) on the basis of the number of Equity Shares issued and remaining issuable immediately after such expiration, and shall be further readjusted in such manner upon expiration of any further such right.

13.	Rules Regarding Calculation of Adjustment of Exercise Price
(a)	The adjustments provided for in Section 12 are cumulative and will, in the case of adjustments to the Exercise Price, be computed to the nearest one-tenth of one cent and will be made successively whenever an event referred to therein occurs, subject to the following subsections of this Section 13.
(b)	No adjustment in the Exercise Price is required to be made unless such adjustment would result in a change of at least 1% in the prevailing Exercise Price; provided, however, that any adjustments which, except for the provisions of this subsection, would otherwise have been required to be made, will be carried forward and taken into account in any subsequent adjustments.
(c)	No adjustment in the Exercise Price will be made in respect of any event described in Section 12, other than the events referred to in clauses 12(a)(iii) and (iv), if the Holder is entitled to participate in such event on the same terms, mutatis mutandis, as if the Holder had exercised this Warrant prior to or on the effective date or record date of such event.

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(d)	No adjustment in the Exercise Price will be made under Section 12 in respect of the issue from time to time of Common Shares issuable from time to time as dividends paid in the ordinary course to holders of Common Shares who exercise an option or election to receive substantially equivalent dividends in Common Shares in lieu of receiving a cash dividend, and any such issue will be deemed not to be a Common Share Reorganization.
(e)	If at any time a dispute arises with respect to adjustments provided for in Section 12, such dispute will be conclusively determined by such firm of independent chartered accountants as may be selected by action by the directors of the Company and any such determination, where required, will be binding upon the Company, the Holder and shareholders of the Company. The Company will provide such accountants with access to all necessary records of the Company.
(f)	In case the Company after the date of issuance of this Warrant takes any action affecting the Common Shares, other than action described in Section 12, which in the opinion of the board of directors of the Company would materially affect the rights of the Holder, the Exercise Price will be adjusted in such manner, if any, and at such time, by action by the directors of the Company but subject in all cases to the prior written consent of the TSX Venture Exchange, where required, and any necessary regulatory approval.
(g)	If the Company sets a record date to determine the holders of the Common Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and, thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other action, decides not to implement its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment in the Exercise Price will be required by reason of the setting of such record date.
(h)	In the absence of a resolution of the directors of the Company fixing a record date for a Special Distribution or Rights Offering, the Company will be deemed to have fixed as the record date therefor the date on which the Special Distribution or Rights Offering is effected.
(i)	As a condition precedent to the taking of any action which would require any adjustment to this Warrant, including the Exercise Price, the Company must take any corporate action which may be necessary in order that the Company have unissued and reserved in its authorized capital and may validly and legally issue as fully paid and non-assessable all the Common Shares or other securities which the Holder is entitled to receive on the full exercise thereof in accordance with the provisions hereof.
(j)	The Company will from time to time, immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 12, forthwith give notice to the Holder specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Exercise Price.

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(k)	The Company covenants to and in favour of the Holder that so long as this Warrant remains outstanding, it will give notice to the Holder of its intention to fix a record date for any event referred to in subsections 12(a), (b) or (c) (other than the subdivision or consolidation of the Common Shares) which may give rise to an adjustment in the Exercise Price, and, in each case, such notice must specify the particulars of such event and the record date and the effective date for such event; provided that the Company is only required to specify in such notice such particulars of such event as have been fixed and determined on the date on which such notice is given. Such notice shall be given not less than 14 days prior to each such applicable record date or effective date.
14.	Consolidation and Amalgamation
(a)	The Company shall not enter into any transaction whereby all or substantially all of its undertakings, property and assets would become the property of any other corporation (herein called a “successor corporation”) whether by way of reorganization, reconstruction, consolidation, amalgamation, merger, transfer, sale, disposition or otherwise, unless prior to or contemporaneously with the consummation of such transaction the Company and the successor corporation shall have executed such instruments and done such things as are necessary or advisable to establish that upon the consummation of such transaction:

(i)	the successor corporation will have assumed all the covenants and obligations of the Company under this Warrant; and
(ii)	the Warrant will be a valid and binding obligation of the successor corporation entitling the Holder, as against the successor corporation, to all the rights of the Holder under this Warrant.

(b)

Whenever the conditions of subsection 14(a) shall have been duly observed and performed the successor corporation shall possess, and from time to time may exercise, each and every right and power of the Company under this Warrant in the name of the Company or otherwise and any act or proceeding by any provision hereof required to be done or performed by any director or officer of the Company may be done and performed with like force and effect by the like directors or officers of the successor corporation.

15.

Representation and Warranty

The Company hereby represents and warrants with and to the Holder that the Company is duly authorized and has the corporate and lawful power and authority to create and issue this Warrant and the Common Shares issuable upon the exercise hereof and perform its obligations hereunder and that this Warrant represents a valid, legal and binding obligation of the Company enforceable in accordance with its terms.

16. If Share Transfer Books Closed

The Company shall not be required to deliver certificates for Common Shares while the share transfer books of the Company are properly closed, prior to any meeting of shareholders or for the payment of dividends or for any other purpose and in the event of the surrender of any Warrant in accordance with the provisions hereof and the making of any subscription and payment for the Common Shares called for thereby during any such period delivery of certificates for Common Shares may be postponed for a period not exceeding five (5) Business Days after the date of the re-opening of said share transfer books. Provided however that any such postponement of delivery of certificates shall be without prejudice to the right of the Holder, if the Holder has surrendered the same and made payment during such period, to receive such certificates for the Common Shares called for after the share transfer books have been reopened.

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17. Protection of Shareholders, Officers and Directors

Subject as herein provided, all or any of the rights conferred upon the Holder may be enforced by the Holder by appropriate legal proceedings. No recourse under or upon any obligation, covenant or agreement herein contained or in any of the Warrants represented hereby shall be taken against any shareholder, officer or director of the Company, either directly or through the Company, it being expressly agreed and declared that the obligations under the Warrants evidenced hereby are solely corporate obligations of the Company and that no personal liability whatever shall attach to or be incurred by the shareholders, officers, or directors of the Company or any of them in respect thereof, any and all rights and claims against every such shareholder, officer or director being hereby expressly waived as a condition of and as a consideration for the issue of the Warrants evidenced hereby.

18. Lost Certificate

If the Warrant certificate evidencing the Warrants issued hereby becomes stolen, lost, mutilated or destroyed the Company may, on such terms, as it may in its discretion impose, respectively issue and countersign a new warrant of like denomination, tenor and date as the certificate so stolen, lost mutilated or destroyed.

19. Governing Law

This Warrant shall be governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein but the reference to such laws shall not, by conflict of laws rules or otherwise, require the application of the law of any jurisdiction other than the Province of Ontario. The parties hereto hereby irrevocably attorn to the non-exclusive jurisdiction of the Courts of the Province of Ontario.

20. Severability

If any one or more of the provisions or parts thereof contained in this Warrant should be or become invalid, illegal or unenforceable in any respect in any jurisdiction, the remaining provisions or parts thereof contained herein shall be and shall be conclusively deemed to be, as to such jurisdiction, severable therefrom and:

(i) the validity, legality or enforceability of such remaining provisions or parts thereof shall not in any way be affected or impaired by the severance of the provisions or parts thereof severed; and

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(ii) the invalidity, illegality or unenforceability of any provision or part thereof contained in this Warrant in any jurisdiction shall not affect or impair such provision or part thereof or any other provisions of this Warrant in any other jurisdiction.

21. Headings

The headings of the articles, sections, subsections and clauses of this Warrant have been inserted for convenience and reference only and do not define, limit, alter or enlarge the meaning of any provision of this Warrant.

22. Numbering of Articles, etc.

Unless otherwise stated, a reference herein to a numbered or lettered article, section, subsection, clause, subclause or schedule refers to the article, section, subsection, clause, subclause or schedule bearing that number or letter in this Warrant.

23. Gender

Whenever used in this Warrant, words importing the singular number only shall include the plural, and vice versa, and words importing the masculine gender shall include the feminine gender.

24. Day not a Business Day

In the event that any day on or before which any action is required to be taken hereunder is not a Business Day, then such action shall be required to be taken on or before the requisite time on the next succeeding day that is a Business Day. If the payment of any amount is deferred for any period, then such period shall be included for purposes of the computation of any interest payable hereunder.

25. Computation of Time Period

Except to the extent otherwise provided herein, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”.

26. Binding Effect

This Warrant and all of its provisions shall enure to the benefit of the Holder and his heirs, executors, administrators, legal personal representatives, permitted assigns and successors and shall be binding upon the Company and its successors and permitted assigns.

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27. Notice

Any notice, document or communication required or permitted by this Warrant to be given by a party hereto shall be in writing and is sufficiently given if delivered personally, or if sent by prepaid registered mail, or if transmitted by any form of recorded telecommunication tested prior to transmission, to such party addressed as follows:

(i)	to the Holder, in the register to be maintained pursuant to Section 5 hereof; and
(ii)	to the Company at:
	50 Richmond Street East Suite 101 Toronto ON
	M5C 1N7
	Attention: David Q. Tognoni
	Telefacsimile: (416) 848-0790

Notice so mailed shall be deemed to have been given on the fifth (5^th) Business Day after deposit in a post office or public letter box. Neither party shall mail any notice, request or other communication hereunder during any period in which applicable postal workers are on strike or if such strike is imminent and may reasonably be anticipated to affect the normal delivery of mail. Notice transmitted by a form of recorded telecommunication or delivered personally shall be deemed given on the day of transmission or personal delivery, as the case may be. Any party may from time to time notify the other in the manner provided herein of any change of address which thereafter, until change by like notice, shall be the address of such party for all purposes hereof.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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28. Time of Essence

Time shall be of the essence hereof.

IN WITNESS WHEREOF the Company has caused this Warrant Certificate to be signed by its duly authorized officer as of this ________ day of June, 2010.

BE RESOURCES INC.

Per:                                                           

        Authorized Signing Officer

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SCHEDULE “A”

SUBSCRIPTION FORM

TO:	BE RESOURCES INC.
	50 Richmond Street East
	Suite 101,
	Toronto ON
	M5C 1N7

The undersigned holder of the within Warrant certificate hereby irrevocably subscribes for __________ Common Shares of BE Resources Inc. (the “Company”) pursuant to the within Warrant certificate at the Exercise Price per share specified in the said Warrant certificate and encloses herewith cash or a certified cheque, money order or bank draft payable to the order of the Company in payment of the subscription price therefor. Capitalized terms used herein have the meanings set forth in the within Warrant certificate.

The capitalized terms used herein have the meanings set forth on Appendix “A” to this Subscription Form. In connection with the exercise of the Warrant Certificate, the undersigned represents as follows: (Please check the ONE box applicable):

[   ]	1.	The undersigned hereby certifies that (i) it was the original purchaser in the Company’s private placement of the securities in which the Warrants were issued, (ii) it is an Accredited Investor and (iii) the representations and warranties made to the Company in connection with the acquisition of the securities remain true and correct on the date of this Subscription Form; or
[   ]	2.	The undersigned is delivering a written opinion of U.S. Counsel to the effect that the Warrants and the Common Shares to be delivered upon exercise hereof have been registered under the United States Securities Act of 1933 as amended (the “US Securities Act”) or are exempt from registration thereunder.

The undersigned holder understands that the certificate representing the Common Shares issued upon exercise of this Warrant will bear the following, or a substantially equivalent restrictive legend:

“THE SECURITIES REPRESENTED HEREBY AND ANY SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO BE RESOURCES INC. (THE “COMPANY”), (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (C) IN COMPLIANCE WITH RULE 144 OR 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, (D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR (E) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANY. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”

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provided, that if any such Securities are being sold in compliance with the requirements of Rule 904 of Regulation S under the U.S. Securities Act and in compliance with Canadian local laws and regulations, the legend may be removed by providing a declaration to the Company’s registrar and transfer agent and the Company in the form attached hereto as Appendix “B” (or as the Company may prescribe from time to time); and provided, further, that, if any such Securities are being sold pursuant to Rule 144 of the U.S. Securities Act or a transaction that does not require registration under the U.S. Securities Act or applicable state securities laws, the legend may be removed by delivery to the registrar and transfer agent of the Company of an opinion of counsel, of recognized standing reasonably satisfactory to the Company, to the effect that such legend is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws;

The undersigned hereby acknowledges that the following legend will be placed on the certificates representing the Common Shares being acquired if the Warrants are exercised prior to October 19, 2010:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE OCTOBER 19, 2010.”

DATED this ______ day of ___________ , 20____.

NAME: __________________________

Signature: __________________________

Address: __________________________

If any Warrants represented by this certificate are not being exercised, a new Warrant certificate will be issued and delivered with the Common Share certificates.

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Appendix “A” to Subscription Form

DEFINITIONS

The following terms used in the Subscription Form shall have the following meanings:

“Accredited Investor” means “accredited investor” as that term is defined in Rule 501(a) of Regulation D;

“Foreign Issuer” means “foreign issuer” as that term is defined in Regulation S;

“Foreign Reporting Issuer” means a Foreign Issuer that is a “reporting issuer” as that term is defined in Regulation S;

“Off-Shore Transaction” means “off-shore transaction” as that term is defined in Regulation S;

“Regulation D” means Regulation D of the U.S. Securities Act;

“Regulation S” means Regulation S of the U.S. Securities Act;

“Substantial U.S. Market Interest” means “substantial U.S. market interest” as that term is defined in Regulation S;

“United States” means United States as that term is defined in Regulation S;

“U.S. Person” means U.S. Person as that term is defined in Regulation S; and

“U.S. Securities Act” means the United States Securities Act of 1933, as amended.

Appendix “B” to Subscription Form

DECLARATION FOR REMOVAL OF LEGEND

To: The registrar and transfer agent for the Common Shares of BE Resources Inc. (the “Company”)

The undersigned (A) acknowledges that the sale of _________________ , represented by certificate number ________________ , to which this declaration relates, has been made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the “1933 Act”), and (B) certifies that (1) the undersigned is not an “affiliate” (as defined in Rule 405 under the 1933 Act) of the Company; (2) the offer of such securities was not made to a person in the United States and either (a) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believe that the buyer was outside the United States, or (b) the transaction was or is being executed in, on or through the facilities of the Toronto Stock Exchange, and neither the seller nor any person acting on its behalf knows that the transaction was prearranged with a buyer in the United States; (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts in connection with the offer and sale of such securities; (4) the sale is bona fide and not for the purpose of “washing off” the resale restrictions imposed because the securities are “restricted securities” (as such term is defined in Rule 144(a)(3) under the 1933 Act); (5) the seller does not intend to replace such securities with fungible unrestricted securities; and (6) the contemplated sale is not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S under the 1933 Act, is part of a plan or scheme to evade the registration provisions of the 1933 Act. Terms used herein have the meanings given to them by Regulation S under the 1933 Act.

By: ________________________________	Date: ________________________________
Signature
Name (please print) ________________________________

SCHEDULE “B”

FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (name) ________________________ (the “Transferee”), of  ________________________ (residential address)  ________________________ Warrants of BE Resources Inc. (the “Company”) registered in the name of the undersigned on the records of the Company represented by the within certificate, and irrevocably appoints the Secretary of the Company as the attorney of the undersigned to transfer the said securities on the books or register of transfer, with full power of substitution.

DATED the _____day of _______, 20__.

________________________	_____________________________________
Signature Guaranteed	(Signature of Warrant Holder, to be the same as
	appears on the face of this Warrant Certificate)

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SCHEDULE "C"

WARRANT CERTIFICATE

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE OCTOBER 19, 2010.

THE SECURITIES REPRESENTED HEREBY AND ANY SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO BE RESOURCES INC. (THE “COMPANY”), (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (C) IN COMPLIANCE WITH RULE 144 OR 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, (D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR (E) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANY. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

EXERCISABLE ONLY PRIOR TO 5:00 P.M., TORONTO TIME, ON JUNE 18, 2012 UNLESS ACCELERATED IN ACCORDANCE WITH THE TERMS HEREOF, AFTER WHICH TIME THESE WARRANTS SHALL BE NULL AND VOID

SERIES 2010 – I
WARRANT TO PURCHASE COMMON SHARES OF BE RESOURCES INC.

	Number of warrants
	represented by this
Certificate Number ______________	certificate – _____

THIS CERTIFIES THAT, for value received, ____________________ is entitled, at any time prior to the Expiry Time, to purchase, at the Exercise Price, one Common Share in the capital of the Company, for each Warrant evidenced hereby, by surrendering to the Company at 50 Richmond Street East, Suite 101, Toronto ON M5C 1N7, this Warrant, together with a Subscription Form in the form attached hereto as Schedule “A”, duly completed and executed, and cash or a certified cheque, money order or bank draft in lawful money of Canada payable to or to the order of the Company for the amount equal to the Exercise Price per Common Share multiplied by the number of Common Shares subscribed for, on and subject to the terms and conditions set forth below.

Nothing contained herein shall confer any right upon the Holder to subscribe for or purchase any Common Shares of the Company at any time after the Expiry Time, and from and after the Expiry Time these Warrants and all rights hereunder shall be void and of no value.

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These Warrants and the Common Shares issuable upon the exercise of these Warrants have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws. These Warrants may not be exercised in the United States or by a U.S. Person (as defined in Regulation S under the U.S. Securities Act) unless the Warrants and the Common Shares issuable upon exercise hereof have been registered under the U.S. Securities Act and any applicable state securities laws or unless an exemption from such registration is available and established as set forth in this Warrant Certificate. Unless the Common Shares issuable upon exercise of the Warrants have been registered under the U.S. Securities Act, the certificate representing the Common Shares will bear a legend restricting transfer in accordance with such Act upon exercise of the Warrant.

1. Definitions

In this Warrant, including the preamble, unless there is something in the subject matter or context inconsistent therewith, the following expressions shall have the following meanings namely:

(a)	“Business Day” means a day which is not a Saturday, Sunday, or a civic or statutory holiday in the City of Toronto, Ontario Canada;
(b)	“Common Shares” means the common shares of the Company as such shares were constituted on the date hereof, as the same may be reorganized, reclassified or redesignated pursuant to any of the events set out in Section 12 hereof;
(c)	“Company” means BE Resources Inc., a corporation formed under the laws of the State of Colorado, U.S.A. and its successors and assigns;
(d)	“Current Market Price” at any date, means the weighted average of the sale prices per Common Share at which the Common Shares have traded on the TSX Venture Exchange, or, if the Common Shares in respect of which a determination of Current Market Price is being made are not listed thereon, on such stock exchange on which such shares are listed as may be selected for such purpose by the directors, or, if the Common Shares are not listed on any stock exchange, then on the over-the-counter market, for 20 consecutive trading days ending 5 trading days before such date, or in the event that at any date the Common Shares are not listed on any exchange or on the over-the-counter market, the Current Market Price shall be as determined by the directors or such firm of independent chartered accountants as may be selected by the directors acting reasonably and in good faith in their sole discretion; for these purposes, the weighted average price for any period shall be determined by dividing the aggregate sale prices during such period by the total number of Common Shares sold during such period;
(e)	“Equity Shares” means the Common Shares and any shares of any other class or series of the Company which may from time to time be authorized for issue if by their terms such shares confer on the holders thereof the right to participate in the distribution of assets upon the voluntary or involuntary liquidation, dissolution or winding up of the Company beyond a fixed sum or a fixed sum plus accrued dividends;

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(f)	“Exercise Price” means Cdn$0.50 per Common Share, unless such price shall have been adjusted in accordance with the provisions of Section 12, in which case it shall mean the adjusted price in effect at such time;
(g)	“Expiry Time” means 5:00 p.m., Toronto time, on June 18, 2012, provided that if the closing price of the Common Shares on the TSX Venture Exchange (or such other stock exchange on which the Common Shares are listed and where a majority of trading volume occurs) equals or exceeds Cdn$0.75 for a period of ten consecutive Trading Days, the Company may, within five days of the last day of any such ten day period, notify the Holder of the early expiry of the Warrants (“Early Expiration Notice”) and thereafter, such Warrants will expire on the earlier of: (i) 3:30 p.m., Toronto time, on the date which is twenty-one days after the date of the Early Expiration Notice; and (ii) 5:00 p.m., Toronto time, on June 18, 2012; in which case the “Expiry Time” shall thereafter mean the time and date specified in such notice;
(h)	“Form of Transfer” means the form of transfer annexed hereto as Schedule “B”;
(i)	“Holder” means the registered holder of this Warrant;
(j)	“person” means an individual, corporation, partnership, unincorporated syndicate, unincorporated organization, trust, trustee, executor, administrator, or other legal representative, or any group or combination thereof;
(k)	“Subscription Form” means the form of subscription annexed hereto as Schedule “A”;
(l)	“this Warrant”, “Warrant”, “herein”, “hereby”, “hereof”, “hereto”, “hereunder” and similar expressions mean or refer to this Warrant certificate and any deed or instrument supplemental or ancillary hereto and any schedules hereto or thereto and not to any particular article, section, subsection, clause, subclause or other portion hereof or thereof; and
(m)	“Trading Day” means a day on which the TSX Venture Exchange is open for business.
2.	Expiry Time

After the Expiry Time, all rights under any Warrants evidenced hereby, in respect of which the right of subscription and purchase herein provided for shall not theretofore have been exercised, shall wholly cease and terminate and such Warrants shall be void and of no value or effect.

3. Exercise Procedure

The Holder may exercise the right of purchase herein provided for by surrendering or delivering to the Company prior to the Expiry Time at its principal office:

(a) this Warrant, with the Subscription Form duly completed and executed by the Holder, or by its legal representative or attorney duly appointed by an instrument in writing in form and manner satisfactory to the Company; and

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(b) cash or a certified cheque, money order or bank draft payable to or to the order of the Company in lawful money of Canada in an amount equal to the Exercise Price multiplied by the number of Common Shares for which subscription is being made.

Any Warrant and cash, certified cheque, money order or bank draft referred to in the foregoing clauses (a) and (b) shall be deemed to be surrendered only upon delivery thereof to the Company at its principal office in the manner provided in Section 27 hereof.

4. Entitlement to Certificate

Upon such delivery and payment as aforesaid, the Company shall cause to be issued to the Holder hereof the Common Shares subscribed for not exceeding those which such Holder is entitled to purchase pursuant to this Warrant and the Holder hereof shall become a shareholder of the Company in respect of such Common Shares with effect from the date of such delivery and payment and shall be entitled to delivery of a certificate or certificates evidencing such Common Shares and the Company shall cause such certificate or certificates to be mailed to the Holder hereof at the address or addresses specified in such subscription within three (3) Business Days of such delivery and payment.

5. Register of Warrant Holders and Transfer of Warrants

The Company shall cause a register to be kept in which shall be entered the names and addresses of all holders of the Warrants and the number of Warrants held by them. No transfer of Warrants shall be valid unless made by the Holder or its executors, administrators or other legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Company, upon compliance with such reasonable requirements as the Company may prescribe, including compliance with all applicable securities legislation, and recorded on the register of holders of Warrants maintained by the Company, nor until stamp or governmental or other charges arising by reason of such transfer have been paid. The transferee of a Warrant shall, after a Form of Transfer in the form attached hereto as Schedule “B”, is duly completed and the Warrant is lodged with the Company and upon compliance with all other reasonable requirements of the Company or law, be entitled to have its name entered on the register as the owner of such Warrant, free from all equities or rights of set-off or counterclaim between the Company and the transferor or any previous holder of such Warrant, save in respect of equities of which the Company is required to take notice by statute or by order of a court of competent jurisdiction. The Company may treat the registered holder of any Warrant certificate as the absolute owner of the Warrants represented thereby for all purposes, and the Company shall not be affected by any notice or knowledge to the contrary except where the Company is required to take notice by statute or by order of a court of competent jurisdiction.

6. Partial Exercise

The Holder may subscribe for and purchase a number of Common Shares less than the number the Holder is entitled to purchase pursuant to this Warrant. In the event of any such subscription and purchase prior to the Expiry Time, the Holder shall in addition be entitled to receive, without charge, a new Warrant certificate in respect of the balance of the Common Shares of which he was entitled to purchase pursuant to this certificate and which were then not purchased.

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7. No Fractional Shares

Notwithstanding any adjustments provided for in Section 12 hereof or otherwise, the Company shall not be required, upon the exercise of any Warrants, to issue fractional Common Shares in satisfaction of its obligations hereunder. Where a fractional Common Share would, but for this Section 7, have been issued upon exercise of a Warrant, the Company shall be entitled to round down to the nearest whole number of Common Shares and no amount shall be paid to the Holder for any fractional Common Shares not issued.

8. Not a Shareholder

Nothing in this certificate or in the holding of the Warrants evidenced hereby shall be construed as conferring upon the Holder any right or interest whatsoever as a shareholder of the Company.

9. No Obligation to Purchase

Nothing herein contained or done pursuant hereto shall obligate the Holder to purchase or pay for, or the Company to issue, any Common Shares except those Common Shares in respect of which the Holder shall have exercised its right to purchase hereunder in the manner provided herein.

10. Ranking of Warrants

All Series 2010-I warrants shall rank pari passu, notwithstanding the actual date of the issue thereof.

11.	Covenants
(a)	The Company covenants and agrees that:

(i)	so long as any Warrants evidenced hereby remain outstanding, it shall reserve and there shall remain unissued out of its authorized capital a sufficient number of Common Shares to satisfy the right of purchase herein provided for should the Holder determine to exercise its rights in respect of all the Common Shares for the time being called for by such outstanding Warrants; and
(ii)	all Common Shares which shall be issued upon the exercise of the right to purchase herein provided for, upon payment therefor of the amount at which such Common Shares may at the time be purchased pursuant to the provisions hereof, shall be issued as fully paid and non-assessable Common Shares and the holders thereof shall not be liable to the Company or to its creditors in respect thereof.

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(b)	The Company shall make all requisite filings under the Securities Act (Ontario) and the regulations made thereunder including those necessary to remain a reporting issuer not in default of any requirement of such act and regulations.
(c)	The Company shall use all commercially reasonable efforts to preserve and maintain its corporate existence.
12.	Adjustment to Exercise Price

The Exercise Price in effect at any time is subject to adjustment from time to time in the events and in the manner provided as follows:

(a) If and whenever at any time after the date hereof the Company:

(i)	issues Common Shares or securities exchangeable for or convertible into Common Shares to all or substantially all the holders of the Common Shares as a stock dividend; or
(ii)	makes a distribution on its outstanding Common Shares payable in Common Shares or securities exchangeable for or convertible into Common Shares; or
(iii)	subdivides its outstanding Common Shares into a greater number of shares; or
(iv)	consolidates its outstanding Common Shares into a smaller number of shares;
	(any of such events being called a “Common Share Reorganization”), then the Exercise Price will be adjusted effective immediately after the effective date or record date for the happening of a Common Share Reorganization, as the case may be, at which the holders of Common Shares are determined for the purpose of the Common Share Reorganization by multiplying the Exercise Price in effect immediately prior to such effective date or record date by a fraction, the numerator of which is the number of Common Shares outstanding on such effective date or record date before giving effect to such Common Share Reorganization and the denominator of which is the number of Common Shares outstanding immediately after giving effect to such Common Share Reorganization (including, in the case where securities exchangeable for or convertible into Common Shares are distributed, the number of Common Shares that would have been outstanding had all such securities been exchanged for or converted into Common Shares on such effective date or record date).

(b) If and whenever at any time after the date hereof the Company fixes a record date for the issue of rights, options or warrants to the holders of all or substantially all of its outstanding Common Shares under which such holders are entitled to subscribe for or purchase Common Shares or securities exchangeable for or convertible into Common Shares, where:

(i) the right to subscribe for or purchase Common Shares, or the right to exchange securities for or convert securities into Common Shares, expires not more than 45 days after the date of such issue (the period from the record date to the date of expiry being herein in this Section 12 called the “Rights Period”), and

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(ii)	the cost per Common Share during the Rights Period (inclusive of any cost of acquisition of securities exchangeable for or convertible into Common Shares in addition to any direct cost of Common Shares) (herein in this Section 12 called the “Per Share Cost”) is less than 95% of the Current Market Price of the Common Shares on the record date,
	(any of such events being called a “Rights Offering”), then the Exercise Price will be adjusted effective immediately after the end of the Rights Period to a price determined by multiplying the Exercise Price in effect immediately prior to the end of the Rights Period by a fraction:

(A) the numerator of which is the aggregate of:

(1)	the number of Common Shares outstanding as of the record date for the Rights Offering; and
(2)	a number determined by dividing the product of the Per Share Cost and:

(I)

where the event giving rise to the application of this subsection 12(b) was the issue of rights, options or warrants to the holders of Common Shares under which such holders are entitled to subscribe for or purchase additional Common Shares, the number of Common Shares so subscribed for or purchased during the Rights Period, or

(II)

where the event giving rise to the application of this subsection 12(b) was the issue of rights, options or warrants to the holders of Common Shares under which such holders are entitled to subscribe for or purchase securities exchangeable for or convertible into Common Shares, the number of Common Shares for which those securities so subscribed for or purchased during the Rights Period could have been exchanged or into which they could have been converted during the Rights Period,

by the Current Market Price of the Common Shares as of the record date for the Rights Offering; and

(B) the denominator of which is:

(1) in the case described in subparagraph 12(b)(A)(2)(I), the number of Common Shares outstanding, or

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(2)	in the case described in subparagraph 12(b)(A)(2)(II), the number of Common Shares that would be outstanding if all the Common Shares described in subparagraph 12(b)(A)(2)(II) had been issued,
	as at the end of the Rights Period.

Any Common Shares owned by or held for the account of the Company or any subsidiary or affiliate (as defined in the Securities Act (Ontario)) of the Company will be deemed not to be outstanding for the purpose of any such computation.

If by the terms of the rights, options or warrants referred to in this Section 12, there is more than one purchase, conversion or exchange price per Common Share, the aggregate price of the total number of additional Common Shares offered for subscription or purchase, or the aggregate conversion or exchange price of the convertible securities so offered, will be calculated for purposes of the adjustment on the basis of:

(I)	the lowest purchase, conversion or exchange price per Common Share, as the case may be, if such price is applicable to all Common Shares which are subject to the rights, options or warrants, and
(II)	the average purchase, conversion or exchange price per Common Share, as the case may be, if the applicable price is determined by reference to the number of Common Shares acquired.

To the extent that any adjustment in the Exercise Price occurs pursuant to this Section 12 as a result of the fixing by the Company of a record date for the distribution of rights, options or warrants referred to in this Section 12, the Exercise Price will be readjusted immediately after the expiration of any relevant exchange, conversion or exercise right to the Exercise Price which would then be in effect based upon the number of Common Shares actually issued and remaining issuable after such expiration, and will be further readjusted in such manner upon expiration of any further such right.

If the Holder has exercised this Warrant in accordance herewith during the period beginning immediately after the record date for a Rights Offering and ending on the last day of the Rights Period therefor, the Holder will, in addition to the Common Shares to which it is otherwise entitled upon such exercise, be entitled to that number of additional Common Shares equal to the result obtained when the Exercise Price in effect immediately prior to the end of such Rights Offering pursuant to this subsection is multiplied by the number of Common Shares received upon the exercise of this Warrant during such period, and the resulting product is divided by the Exercise Price as adjusted for such Rights Offering pursuant to this subsection; provided that the provisions of Section 6 will be applicable to any fractional interest in a Common Share to which such Holder might otherwise be entitled. Such additional Common Shares will be deemed to have been issued to the Holder immediately following the end of the Rights Period and a certificate for such additional Common Shares will be delivered to such Holder within ten (10) Business Days following the end of the Rights Period.

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(c) If and whenever at any time after the date hereof the Company fixes a record date for the issue or the distribution to the holders of all or substantially all its Common Shares of:

(i)	shares of the Company of any class other than Common Shares;
(ii)	rights, options or warrants to acquire shares or securities exchangeable for or convertible into shares or property or other assets of the Company;
(iii)	evidence of indebtedness; or
(iv)	any property or other assets,

and if such issuance or distribution does not constitute (A) a Common Share Reorganization, (B) a Rights Offering or (C) the issue of rights, options or warrants to the holders of all or substantially all of its outstanding Common Shares under which such holders are entitled to subscribe for or purchase Common Shares or securities exchangeable for or convertible into Common Shares, where:

(1)	the right to subscribe for or purchase Common Shares, or the right to exchange securities for or convert securities into Common Shares, expires not more than 45 days after the date of such issue, and
(2)	the cost per Common Share during the Rights Period, inclusive of the Per Share Cost, is 95% or more than the Current Market Price of the Common Shares on the record date

(any of such non-excluded events being called a “Special Distribution”), the Exercise Price will be adjusted effective immediately after such record date to a price determined by multiplying the Exercise Price in effect on such record date by a fraction:

(A) the numerator of which is:

(1)	the product of the number of Common Shares outstanding on such record date and the Current Market Price of the Common Shares on such record date; less
(2)	the aggregate fair market value (as determined by action by the directors of the Company, subject, however, to the prior written consent of the TSX Venture Exchange, where required) to the holders of the Common Shares of such securities or property or other assets so issued or distributed in the Special Distribution; and

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(B) the denominator of which is the number of Common Shares outstanding on such record date multiplied by the Current Market Price of the Common Shares on such record date.

	Any Common Shares owned by or held for the account of the Company or any subsidiary or affiliate (as defined in the Securities Act (Ontario)) of the Company will be deemed not to be outstanding for the purpose of any such computation.
(d)	If and whenever at any time after the date hereof there is a Common Share Reorganization, a Rights Offering, a Special Distribution, a reclassification or redesignation of the Common Shares outstanding at any time or change of the Common Shares into other shares or into other securities (other than a Common Share Reorganization), or a consolidation, amalgamation or merger of the Company with or into any other corporation or other entity (other than a consolidation, amalgamation or merger which does not result in any reclassification or redesignation of the outstanding Common Shares or a change of the Common Shares into other shares), or a transfer of the undertaking or assets of the Company as an entirety or substantially as an entirety to another corporation or other entity (any of such events being called a “Capital Reorganization”), the Holder, upon exercising this Warrant after the effective date of such Capital Reorganization, will be entitled to receive in lieu of the number of Common Shares to which such Holder was theretofore entitled upon such exercise, the aggregate number of shares, other securities or other property which such Holder would have been entitled to receive as a result of such Capital Reorganization if, on the effective date thereof, the Holder had been the registered holder of the number of Common Shares to which such Holder was theretofore entitled upon exercise of this Warrant. If determined appropriate by action of the directors of the Company, appropriate adjustments will be made as a result of any such Capital Reorganization in the application of the provisions set forth in this Section 12 with respect to the rights and interests thereafter of the Holder to the end that the provisions set forth in this Section 12 will thereafter correspondingly be made applicable as nearly as may reasonably be possible in relation to any shares, other securities or other property thereafter deliverable upon the exercise hereof. Any such adjustment must be made by and set forth in an amendment to this Warrant approved by action by the directors of the Company and will for all purposes be conclusively deemed to be an appropriate adjustment.
(e)	If at any time after the date hereof and prior to the Expiry Time any adjustment in the Exercise Price shall occur as a result of:

(i)	an event referred to in subsection 12(a);
(ii)	the fixing by the Company of a record date for an event referred to in subsection 12(b); or
(iii)	the fixing by the Company of a record date for an event referred to in subsection 12(c) if such event constitutes the issue or distribution to the holders of all or substantially all of its outstanding Common Shares of (A) Equity Shares, or (B) securities exchangeable for or convertible into Equity Shares at an exchange or conversion price per Equity Shares less than the Current Market Price on such record date or (C) rights, options or warrants to acquire Equity Shares at an exercise, exchange or conversion price per Equity Share less than the Current Market Price on such record date,

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then, where required, the number of Common Shares purchasable upon the subsequent exercise of this Warrant shall be simultaneously adjusted by multiplying the number of Common Shares purchasable upon the exercise of this Warrant immediately prior to such adjustment by a fraction which shall be the reciprocal of the fraction employed in the adjustment of the Exercise Price. To the extent any adjustment in subscription rights occurs pursuant to this subsection 12(e) as a result of a distribution of exchangeable or convertible securities other than Equity Shares referred to in subsection 12(a) or as a result of the fixing by the Company of a record date for the distribution of rights, options or warrants referred to in subsection 12(b), the number of Common Shares purchasable upon exercise of this Warrant shall be readjusted immediately after the expiration of any relevant exchange, conversion or exercise right to the number of Common Shares which would be purchasable based upon the number of Common Shares actually issued and remaining issuable immediately after such expiration, and shall be further readjusted in such manner upon expiration of any further such right. To the extent that any adjustment in subscription rights occurs pursuant to this subsection 12(e) as a result of the fixing by the Company of a record date for the distribution of exchangeable or convertible securities other than Equity Shares or rights, options or warrants referred to in subsection 12(c), the number of Common Shares purchasable upon exercise of this Warrant shall be readjusted immediately after the expiration of any relevant exchange, conversion or exercise right to the number of Common Shares which would be purchasable pursuant to this subsection 12(e) if the fair market value of such securities or such rights, options or warrants had been determined for purposes of the adjustment pursuant to this subsection 12(e) on the basis of the number of Equity Shares issued and remaining issuable immediately after such expiration, and shall be further readjusted in such manner upon expiration of any further such right.

13.	Rules Regarding Calculation of Adjustment of Exercise Price
(a)	The adjustments provided for in Section 12 are cumulative and will, in the case of adjustments to the Exercise Price, be computed to the nearest one-tenth of one cent and will be made successively whenever an event referred to therein occurs, subject to the following subsections of this Section 13.
(b)	No adjustment in the Exercise Price is required to be made unless such adjustment would result in a change of at least 1% in the prevailing Exercise Price; provided, however, that any adjustments which, except for the provisions of this subsection, would otherwise have been required to be made, will be carried forward and taken into account in any subsequent adjustments.
(c)	No adjustment in the Exercise Price will be made in respect of any event described in Section 12, other than the events referred to in clauses 12(a)(iii) and (iv), if the Holder is entitled to participate in such event on the same terms, mutatis mutandis, as if the Holder had exercised this Warrant prior to or on the effective date or record date of such event.

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(d)	No adjustment in the Exercise Price will be made under Section 12 in respect of the issue from time to time of Common Shares issuable from time to time as dividends paid in the ordinary course to holders of Common Shares who exercise an option or election to receive substantially equivalent dividends in Common Shares in lieu of receiving a cash dividend, and any such issue will be deemed not to be a Common Share Reorganization.
(e)	If at any time a dispute arises with respect to adjustments provided for in Section 12, such dispute will be conclusively determined by such firm of independent chartered accountants as may be selected by action by the directors of the Company and any such determination, where required, will be binding upon the Company, the Holder and shareholders of the Company. The Company will provide such accountants with access to all necessary records of the Company.
(f)	In case the Company after the date of issuance of this Warrant takes any action affecting the Common Shares, other than action described in Section 12, which in the opinion of the board of directors of the Company would materially affect the rights of the Holder, the Exercise Price will be adjusted in such manner, if any, and at such time, by action by the directors of the Company but subject in all cases to the prior written consent of the TSX Venture Exchange, where required, and any necessary regulatory approval.
(g)	If the Company sets a record date to determine the holders of the Common Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and, thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other action, decides not to implement its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment in the Exercise Price will be required by reason of the setting of such record date.
(h)	In the absence of a resolution of the directors of the Company fixing a record date for a Special Distribution or Rights Offering, the Company will be deemed to have fixed as the record date therefor the date on which the Special Distribution or Rights Offering is effected.
(i)	As a condition precedent to the taking of any action which would require any adjustment to this Warrant, including the Exercise Price, the Company must take any corporate action which may be necessary in order that the Company have unissued and reserved in its authorized capital and may validly and legally issue as fully paid and non-assessable all the Common Shares or other securities which the Holder is entitled to receive on the full exercise thereof in accordance with the provisions hereof.
(j)	The Company will from time to time, immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 12, forthwith give notice to the Holder specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Exercise Price.

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(k)	The Company covenants to and in favour of the Holder that so long as this Warrant remains outstanding, it will give notice to the Holder of its intention to fix a record date for any event referred to in subsections 12(a), (b) or (c) (other than the subdivision or consolidation of the Common Shares) which may give rise to an adjustment in the Exercise Price, and, in each case, such notice must specify the particulars of such event and the record date and the effective date for such event; provided that the Company is only required to specify in such notice such particulars of such event as have been fixed and determined on the date on which such notice is given. Such notice shall be given not less than 14 days prior to each such applicable record date or effective date.
14.	Consolidation and Amalgamation
(a)	The Company shall not enter into any transaction whereby all or substantially all of its undertakings, property and assets would become the property of any other corporation (herein called a “successor corporation”) whether by way of reorganization, reconstruction, consolidation, amalgamation, merger, transfer, sale, disposition or otherwise, unless prior to or contemporaneously with the consummation of such transaction the Company and the successor corporation shall have executed such instruments and done such things as are necessary or advisable to establish that upon the consummation of such transaction:

(i)	the successor corporation will have assumed all the covenants and obligations of the Company under this Warrant; and
(ii)	the Warrant will be a valid and binding obligation of the successor corporation entitling the Holder, as against the successor corporation, to all the rights of the Holder under this Warrant.

(b)

Whenever the conditions of subsection 14(a) shall have been duly observed and performed the successor corporation shall possess, and from time to time may exercise, each and every right and power of the Company under this Warrant in the name of the Company or otherwise and any act or proceeding by any provision hereof required to be done or performed by any director or officer of the Company may be done and performed with like force and effect by the like directors or officers of the successor corporation.

15.

Representation and Warranty

The Company hereby represents and warrants with and to the Holder that the Company is duly authorized and has the corporate and lawful power and authority to create and issue this Warrant and the Common Shares issuable upon the exercise hereof and perform its obligations hereunder and that this Warrant represents a valid, legal and binding obligation of the Company enforceable in accordance with its terms.

16. If Share Transfer Books Closed

The Company shall not be required to deliver certificates for Common Shares while the share transfer books of the Company are properly closed, prior to any meeting of shareholders or for the payment of dividends or for any other purpose and in the event of the surrender of any Warrant in accordance with the provisions hereof and the making of any subscription and payment for the Common Shares called for thereby during any such period delivery of certificates for Common Shares may be postponed for a period not exceeding five (5) Business Days after the date of the re-opening of said share transfer books. Provided however that any such postponement of delivery of certificates shall be without prejudice to the right of the Holder, if the Holder has surrendered the same and made payment during such period, to receive such certificates for the Common Shares called for after the share transfer books have been reopened.

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17. Protection of Shareholders, Officers and Directors

Subject as herein provided, all or any of the rights conferred upon the Holder may be enforced by the Holder by appropriate legal proceedings. No recourse under or upon any obligation, covenant or agreement herein contained or in any of the Warrants represented hereby shall be taken against any shareholder, officer or director of the Company, either directly or through the Company, it being expressly agreed and declared that the obligations under the Warrants evidenced hereby are solely corporate obligations of the Company and that no personal liability whatever shall attach to or be incurred by the shareholders, officers, or directors of the Company or any of them in respect thereof, any and all rights and claims against every such shareholder, officer or director being hereby expressly waived as a condition of and as a consideration for the issue of the Warrants evidenced hereby.

18. Lost Certificate

If the Warrant certificate evidencing the Warrants issued hereby becomes stolen, lost, mutilated or destroyed the Company may, on such terms, as it may in its discretion impose, respectively issue and countersign a new warrant of like denomination, tenor and date as the certificate so stolen, lost mutilated or destroyed.

19. Governing Law

This Warrant shall be governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein but the reference to such laws shall not, by conflict of laws rules or otherwise, require the application of the law of any jurisdiction other than the Province of Ontario. The parties hereto hereby irrevocably attorn to the non-exclusive jurisdiction of the Courts of the Province of Ontario.

20. Severability

If any one or more of the provisions or parts thereof contained in this Warrant should be or become invalid, illegal or unenforceable in any respect in any jurisdiction, the remaining provisions or parts thereof contained herein shall be and shall be conclusively deemed to be, as to such jurisdiction, severable therefrom and:

(i) the validity, legality or enforceability of such remaining provisions or parts thereof shall not in any way be affected or impaired by the severance of the provisions or parts thereof severed; and

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(ii) the invalidity, illegality or unenforceability of any provision or part thereof contained in this Warrant in any jurisdiction shall not affect or impair such provision or part thereof or any other provisions of this Warrant in any other jurisdiction.

21. Headings

The headings of the articles, sections, subsections and clauses of this Warrant have been inserted for convenience and reference only and do not define, limit, alter or enlarge the meaning of any provision of this Warrant.

22. Numbering of Articles, etc.

Unless otherwise stated, a reference herein to a numbered or lettered article, section, subsection, clause, subclause or schedule refers to the article, section, subsection, clause, subclause or schedule bearing that number or letter in this Warrant.

23. Gender

Whenever used in this Warrant, words importing the singular number only shall include the plural, and vice versa, and words importing the masculine gender shall include the feminine gender.

24. Day not a Business Day

In the event that any day on or before which any action is required to be taken hereunder is not a Business Day, then such action shall be required to be taken on or before the requisite time on the next succeeding day that is a Business Day. If the payment of any amount is deferred for any period, then such period shall be included for purposes of the computation of any interest payable hereunder.

25. Computation of Time Period

Except to the extent otherwise provided herein, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”.

26. Binding Effect

This Warrant and all of its provisions shall enure to the benefit of the Holder and his heirs, executors, administrators, legal personal representatives, permitted assigns and successors and shall be binding upon the Company and its successors and permitted assigns.

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27. Notice

Any notice, document or communication required or permitted by this Warrant to be given by a party hereto shall be in writing and is sufficiently given if delivered personally, or if sent by prepaid registered mail, or if transmitted by any form of recorded telecommunication tested prior to transmission, to such party addressed as follows:

(i)	to the Holder, in the register to be maintained pursuant to Section 5 hereof; and
(ii)	to the Company at:
	50 Richmond Street East Suite 101 Toronto ON
	M5C 1N7
	Attention: David Q. Tognoni
	Telefacsimile: (416) 848-0790

Notice so mailed shall be deemed to have been given on the fifth (5^th) Business Day after deposit in a post office or public letter box. Neither party shall mail any notice, request or other communication hereunder during any period in which applicable postal workers are on strike or if such strike is imminent and may reasonably be anticipated to affect the normal delivery of mail. Notice transmitted by a form of recorded telecommunication or delivered personally shall be deemed given on the day of transmission or personal delivery, as the case may be. Any party may from time to time notify the other in the manner provided herein of any change of address which thereafter, until change by like notice, shall be the address of such party for all purposes hereof.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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28. Time of Essence

Time shall be of the essence hereof.

IN WITNESS WHEREOF the Company has caused this Warrant Certificate to be signed by its duly authorized officer as of this ________ day of June, 2010.

BE RESOURCES INC.

Per:                                                           

        Authorized Signing Officer

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SCHEDULE “A”

SUBSCRIPTION FORM

TO:	BE RESOURCES INC.
	50 Richmond Street East
	Suite 101,
	Toronto ON
	M5C 1N7

The undersigned holder of the within Warrant certificate hereby irrevocably subscribes for __________ Common Shares of BE Resources Inc. (the “Company”) pursuant to the within Warrant certificate at the Exercise Price per share specified in the said Warrant certificate and encloses herewith cash or a certified cheque, money order or bank draft payable to the order of the Company in payment of the subscription price therefor. Capitalized terms used herein have the meanings set forth in the within Warrant certificate.

The capitalized terms used herein have the meanings set forth on Appendix “A” to this Subscription Form. In connection with the exercise of the Warrant Certificate, the undersigned represents as follows: (Please check the ONE box applicable):

[   ]	1.	The undersigned hereby certifies that (i) it was the original purchaser in the Company’s private placement of the securities in which the Warrants were issued, (ii) it is an Accredited Investor and (iii) the representations and warranties made to the Company in connection with the acquisition of the securities remain true and correct on the date of this Subscription Form; or
[   ]	2.	The undersigned is delivering a written opinion of U.S. Counsel to the effect that the Warrants and the Common Shares to be delivered upon exercise hereof have been registered under the United States Securities Act of 1933 as amended (the “US Securities Act”) or are exempt from registration thereunder.

The undersigned holder understands that the certificate representing the Common Shares issued upon exercise of this Warrant will bear the following, or a substantially equivalent restrictive legend:

“THE SECURITIES REPRESENTED HEREBY AND ANY SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO BE RESOURCES INC. (THE “COMPANY”), (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (C) IN COMPLIANCE WITH RULE 144 OR 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, (D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR (E) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANY. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”

1

provided, that if any such Securities are being sold in compliance with the requirements of Rule 904 of Regulation S under the U.S. Securities Act and in compliance with Canadian local laws and regulations, the legend may be removed by providing a declaration to the Company’s registrar and transfer agent and the Company in the form attached hereto as Appendix “B” (or as the Company may prescribe from time to time); and provided, further, that, if any such Securities are being sold pursuant to Rule 144 of the U.S. Securities Act or a transaction that does not require registration under the U.S. Securities Act or applicable state securities laws, the legend may be removed by delivery to the registrar and transfer agent of the Company of an opinion of counsel, of recognized standing reasonably satisfactory to the Company, to the effect that such legend is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws;

The undersigned hereby acknowledges that the following legend will be placed on the certificates representing the Common Shares being acquired if the Warrants are exercised prior to October 19, 2010:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE OCTOBER 19, 2010.”

DATED this ______ day of ___________ , 20____.

NAME: __________________________

Signature: __________________________

Address: __________________________

If any Warrants represented by this certificate are not being exercised, a new Warrant certificate will be issued and delivered with the Common Share certificates.

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Appendix “A” to Subscription Form

DEFINITIONS

The following terms used in the Subscription Form shall have the following meanings:

“Accredited Investor” means “accredited investor” as that term is defined in Rule 501(a) of Regulation D;

“Foreign Issuer” means “foreign issuer” as that term is defined in Regulation S;

“Foreign Reporting Issuer” means a Foreign Issuer that is a “reporting issuer” as that term is defined in Regulation S;

“Off-Shore Transaction” means “off-shore transaction” as that term is defined in Regulation S;

“Regulation D” means Regulation D of the U.S. Securities Act;

“Regulation S” means Regulation S of the U.S. Securities Act;

“Substantial U.S. Market Interest” means “substantial U.S. market interest” as that term is defined in Regulation S;

“United States” means United States as that term is defined in Regulation S;

“U.S. Person” means U.S. Person as that term is defined in Regulation S; and

“U.S. Securities Act” means the United States Securities Act of 1933, as amended.

Appendix “B” to Subscription Form

DECLARATION FOR REMOVAL OF LEGEND

To: The registrar and transfer agent for the Common Shares of BE Resources Inc. (the “Company”)

The undersigned (A) acknowledges that the sale of _________________ , represented by certificate number ________________ , to which this declaration relates, has been made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the “1933 Act”), and (B) certifies that (1) the undersigned is not an “affiliate” (as defined in Rule 405 under the 1933 Act) of the Company; (2) the offer of such securities was not made to a person in the United States and either (a) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believe that the buyer was outside the United States, or (b) the transaction was or is being executed in, on or through the facilities of the Toronto Stock Exchange, and neither the seller nor any person acting on its behalf knows that the transaction was prearranged with a buyer in the United States; (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts in connection with the offer and sale of such securities; (4) the sale is bona fide and not for the purpose of “washing off” the resale restrictions imposed because the securities are “restricted securities” (as such term is defined in Rule 144(a)(3) under the 1933 Act); (5) the seller does not intend to replace such securities with fungible unrestricted securities; and (6) the contemplated sale is not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S under the 1933 Act, is part of a plan or scheme to evade the registration provisions of the 1933 Act. Terms used herein have the meanings given to them by Regulation S under the 1933 Act.

By: ________________________________	Date: ________________________________
Signature
Name (please print) ________________________________

SCHEDULE “B”

FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (name) ________________________ (the “Transferee”), of  ________________________ (residential address)  ________________________ Warrants of BE Resources Inc. (the “Company”) registered in the name of the undersigned on the records of the Company represented by the within certificate, and irrevocably appoints the Secretary of the Company as the attorney of the undersigned to transfer the said securities on the books or register of transfer, with full power of substitution.

DATED the _____day of _______, 20__.

________________________	_____________________________________
Signature Guaranteed	(Signature of Warrant Holder, to be the same as
	appears on the face of this Warrant Certificate)

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EX-10.4

Exhibit 10.4

BE RESOURCES INC.

SUBSCRIPTION AGREEMENT
(Canadian and Non-U.S. Subscribers)

(UNITS)

THE UNITS BEING OFFERED FOR SALE MAY ONLY BE PURCHASED BY CANADIAN RESIDENTS AND RESIDENTS OF A JURISDICTION OTHER THAN CANADA (EXCLUDING RESIDENTS OF THE UNITED STATES OF AMERICA), IN EACH CASE PURSUANT TO AVAILABLE EXEMPTIONS UNDER APPLICABLE SECURITIES LEGISLATION.

INSTRUCTIONS

All Subscribers:

1.	Complete and sign the Execution Pages of the subscription agreement.
2.	Complete and sign Schedule B attached to the subscription agreement.
3.	Complete Schedule C attached to the subscription agreement.

Canadian Subscribers only:

Also complete and sign Schedule D attached to the subscription agreement, if applicable, and Appendix A attached thereto (this schedule does not have to be completed and signed by Subscribers who are not Canadian or by Subscribers purchasing at least $150,000).

__________________________________________

A completed and originally executed copy of, and the other documents required to be delivered with, this subscription agreement must be delivered by no later than 1:00 p.m. (Toronto time) on May 28, 2010 to MGI Securities Inc. at Suite 900, 26 Wellington St. East, Toronto, Ontario M5E 1S2, Attention: Ross Oldcorn (Tel: 416-864-6484, Fax: 416-864-6485, email: roldcorn@mgisecurities.com).

SUBSCRIPTION AGREEMENT

TO: Purchasers of Units of BE RESOURCES INC.

Dear Sirs/Mesdames:

Re: Sale of Units

This subscription agreement is to confirm your agreement to purchase from BE Resources Inc. (the “Corporation”), subject to the terms and conditions set forth herein, that number of Units (as hereinafter defined) set out above your name on the execution pages hereof at the price of $0.30 per Unit (the “Purchase Price”). Each Unit is comprised of one common share in the capital of the Corporation (a “Common Share”) and one-half of one common share purchase warrant of the Corporation, each whole warrant (a “Warrant”) being exercisable to acquire one Common Share at an exercise price of $0.50 per Common Share for a period of 24 months after the Closing Date (as hereinafter defined), subject to early expiry as set out in Schedule A herein. The Purchased Securities (as hereinafter defined) form part of a larger sale by the Corporation of up to an aggregate of 10,000,000 Units through MGI Securities Inc. (the “Agent”). A term sheet with respect to the Offering (as hereinafter defined) of the Offered Securities (as hereinafter defined) is attached hereto as Schedule A.

The Corporation and the undersigned further agree that $0.29 of the Purchase Price will be allocated to the Common Share comprising part of each Unit and that $0.01 of the Purchase Price will be allocated to the one-half of one Warrant comprising part of each Unit. The proceeds of the Offered Securities will be immediately available to the Corporation.

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1.	Definitions
	(a)	Definitions: In this Agreement, unless the context otherwise requires:
		(i)	“Agency Agreement” means the agency agreement to be dated the Closing Date between the Corporation and the Agent;
		(ii)	“Agent” has the meaning ascribed to such term on the face page hereof;
		(iii)	“Agent’s Compensation Options” means the non-transferable compensation options granted to the Agent or selling group member by the Corporation entitling the holder to purchase one Unit at a price of $0.30 per Unit at any time prior to the date that is 24 months from the Closing Date;
		(iv)	“Agreement” means this subscription agreement, including all schedules, as the same may be amended, supplemented or restated from time to time;
		(v)	“Business Day” means a day on which Canadian chartered banks are open for the transaction of regular business in the City of Toronto, Ontario;
		(vi)	“Closing” means the closing of the purchase and sale of the Offered Securities;
		(vii)	“Closing Date” means June 1, 2010 or such other date as the Corporation and the Agent may mutually agree upon in writing;
		(viii)	“Commission” has the meaning ascribed thereto in clause 8(a) hereof:
		(ix)	“Common Share” has the meaning ascribed to such term on the face page hereof;
		(x)	“Corporation” has the meaning ascribed to such term on the face page hereof;
		(xi)	“Dollar” or “$” means a dollar of lawful money of Canada;
		(xii)	“Information” means all information regarding the Corporation that is, or becomes, publicly available, together with all information prepared by the Corporation and provided to the Agent or to potential subscribers of the Offered Securities, if any, and includes but is not limited to, all press releases, material change reports, financial statements of the Corporation and all other information regarding the Corporation that is publicly accessible through the Internet’s System for Electronic Document Analysis and Retrieval (SEDAR) available at www.sedar.com;
		(xiii)	“NI 45-106” means National Instrument 45-106 – Prospectus and Registration Exemptions of the Canadian Securities Administrators;
		(xiv)	“Offered Securities” means the up to 10,000,000 Units offered for sale by the Corporation through the Agent;
		(xv)	“Offering” means the offering of the Offered Securities on a best-efforts private placement basis;

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(xvi)	“Offering Jurisdictions” means each of the provinces and territories of Canada and such other jurisdictions as may be mutually agreed upon by the Agent and the Corporation where the Offered Securities are offered to prospective purchasers, as the context permits or requires, collectively;
(xvii)	“Person” means an individual, a firm, a corporation, a syndicate, a partnership, a trust, an association, an unincorporated organization, a joint venture, an investment club, a government or an agency or political subdivision thereof and every other form of legal or business entity of whatsoever nature or kind;
(xviii)	“Purchase Price” has the meaning ascribed to such term on the face page hereof;
(xix)	“Purchased Securities” means the Offered Securities purchased by the Subscriber;
(xx)	“Regulation D” means Regulation D under the U.S. Securities Act;
(xxi)	“Regulation S” means Regulation S under the U.S. Securities Act;
(xxii)	“Reporting Jurisdictions” means British Columbia, Alberta and Ontario collectively;
(xxiii)	“SEC” means the United States Securities and Exchange Commission;
(xxiv)	“Securities Laws” means the securities legislation and regulations of, and the instruments, policies, rules, orders, codes, notices and interpretation notes of the applicable securities regulatory authority or applicable securities regulatory authorities of, the applicable jurisdiction or jurisdictions collectively;
(xxv)	“Stock Exchange” means the TSX Venture Exchange;
(xxvi)	“Subject Shares” means the Unit Shares and the Warrant Shares, collectively;
(xxvii)	“Subscriber” means the Person purchasing the Purchased Securities and whose name appears on the first execution page hereof and who has signed this Agreement or, if the Person whose name appears on the first execution page hereof has signed this Agreement as agent for, or on behalf of, a beneficial purchaser and is not a trust company, trust corporation or portfolio manager deemed to be purchasing the Purchased Securities as principal under NI 45- 106, the Person who is the beneficial purchaser of the Purchased Securities as disclosed on the execution pages hereof;
(xxviii)	“Units” means the units of the Corporation being offered for sale by the Corporation pursuant to the Offering through the Agent, each Unit being comprised of one Common Share and one-half of one Warrant;
(xxix)	“Unit Shares” means the Common Shares comprising part of the Units;
(xxx)	“United States” or “U.S.” means the United States of America, its territories and possessions, any State of the United States and the District of Columbia;

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(xxxi)	“U.S. Person” means a “U.S. person” as defined in Regulation S. Without limiting the foregoing, but for greater clarity in this Agreement, a U.S. Person includes, subject to the exclusions set forth in Regulation S, (1) any natural person resident in the United States, (2) any partnership or corporation organized or incorporated under the laws of the United States, (3) any estate or trust of which any executor, administrator or trustee is a U.S. Person, (4) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States, and (5) any partnership or corporation organized or incorporated under the laws of any non U.S. jurisdiction which is formed by a U.S. Person principally for the purpose of investing in securities not registered under the U.S. Securities Act, unless it is organized or incorporated, and owned, by U.S. Accredited Investors who are not natural persons, estates or trusts;
(xxxii)	“U.S. Purchaser” means any Person who is a U.S. Person, a Person in the United States or a Person purchasing the Purchased Securities for the account or for the benefit of a U.S. Person or a Person in the United States, or a Person who is otherwise subject to the Securities Laws of the United States;
(xxxiii)	“U.S. Securities Act” means the United States Securities Act of 1933, as amended;
(xxxiv)	“Warrant Certificates” means the certificates representing the Warrants;
(xxxv)	“Warrant Shares” means the Common Shares issuable upon the exercise of the Warrants; and
(xxxvi)	“Warrants” has the meaning ascribed to such term on the face page hereof.

2. Conditions of Purchase

In connection with your purchase of the Purchased Securities, the following documents are attached hereto which you are requested to complete and sign as indicated and return together with an executed copy of this Agreement as soon as possible and in any event no later than 1:00 p.m. (Toronto time) on May 28, 2010:

(a)	Schedule B, an information sheet and, to the extent required, Appendix A to Schedule B, being Form 4C in the form required by the Stock Exchange;
(b)	Schedule C, with respect to registration and delivery instructions; and
(c)	if you are, or, if applicable, the beneficial purchaser for whom you are contracting hereunder is, a resident of, or otherwise subject to the Securities Laws of, a jurisdiction of Canada (and subscribing for less than $150,000 of Units), Schedule D, being, among other things, the applicable “accredited investor” certificate, unless paragraph 4B(b) applies.

The obligation of the Corporation to sell the Purchased Securities to the Subscriber is subject to, among other things, the conditions that:

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(a)	you execute and return all documents required by the Securities Laws of the applicable Offering Jurisdiction and the policies of the Stock Exchange for delivery on your behalf, including the forms set out in Schedules B to D attached hereto, as applicable, to the Corporation as the sale of the Purchased Securities by the Corporation to the Subscriber will not be qualified by a prospectus or registration statement;
(b)	the representations and warranties made by you and, if applicable, any beneficial purchaser for whom you are contracting hereunder (including representations and warranties made in any schedule attached hereto, as applicable), herein are true and correct when made and are true and correct on the Closing Date with the same force and effect as if they had been made on and as of such date;
(c)	all covenants, agreements and conditions contained in this Agreement to be performed by you and, if applicable, any beneficial purchaser for whom you are contracting hereunder, on or prior to the Closing Date shall have been performed or complied with in all material respects; and
(d)	all necessary regulatory approvals being obtained prior to the Closing Date.

By returning this Agreement you consent and, if applicable, any beneficial purchaser for whom you are contracting hereunder consents, to the filing by the Corporation of all documents and personal information concerning the Subscriber provided in this Agreement required by the Securities Laws of the Offering Jurisdictions and the policies of the Stock Exchange.

If you are not subscribing for the Purchased Securities as principal for your own account and you are not an accredited investor that is a trust company, trust corporation or portfolio manager deemed to be purchasing as principal under NI 45-106, each beneficial purchaser for whom you are contracting hereunder must be purchasing the Purchased Securities as principal, be disclosed on the execution page hereof as the Principal and (unless you are an authorized agent with power to sign on behalf of the beneficial purchaser) must execute all documents required by the Securities Laws of the Offering Jurisdictions and the policies of the Stock Exchange with respect to the Purchased Securities being acquired by each such beneficial purchaser as principal. If you are signing this Agreement as agent or pursuant to a power of attorney for the Subscriber, you represent and warrant that you have authority to bind the Subscriber.

You agree, and you agree to cause any beneficial purchaser for whom you are contracting hereunder, to comply with all Securities Laws of the Offering Jurisdictions and with the policies of the Stock Exchange concerning the purchase of, the holding of, and the resale restrictions applicable to, the Purchased Securities.

You acknowledge and, if applicable, any beneficial purchaser for whom you are contracting hereunder acknowledges, that the Corporation has the right to close the subscription books at any time without notice and to accept or reject any subscription, in whole or in part, in its sole discretion.

3. The Closing

Delivery and payment for the Purchased Securities will be completed at the Closing of the purchase and sale of the Offered Securities at the offices of counsel to the Corporation at Suite 3900, 1 First Canadian Place, 100 King Street West, Toronto, ON M5X 1B2 at 10:00 am, Toronto time, on the Closing Date. If, at the Closing, the terms and conditions contained in the Agency Agreement have been complied with to the satisfaction of the Agent or waived by the Agent, the Agent will deliver to the Corporation all completed subscription agreements, including this Agreement, and deliver to the Corporation the net subscription proceeds of the Offering, against delivery by the Corporation of certificates representing the Purchased Securities, certificates representing the Agent’s Compensation Options and such other documentation as may be requested by the Agent.

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Certificates representing the Purchased Securities will be available for delivery to you against payment to the Agent of the amount of the Purchase Price for the Purchased Securities in freely transferable Canadian funds. Such payment is to be made by bank draft, certified cheque or other form of immediately available funds payable in favour of the Agent through which the Subscriber subscribed for the Purchased Securities or such other Person as the Agent shall advise you. You, on your behalf or on behalf of others for whom you are contracting hereunder, hereby irrevocably appoint the Agent to act as your agent for the purpose of acting as your representative at the Closing and hereby appoint the Agent, with full power of substitution, as your true and lawful attorney in your place or stead to execute in your name and on your behalf all closing receipts and documents required, to complete or correct any errors or omissions in any form or document provided by you, to approve any opinion, certificate or other document addressed to you, to waive, in whole or in part, any representation, warranty, covenant or condition for your benefit and contained in the Agency Agreement or in this Agreement, to exercise any right of termination contained in the Agency Agreement and to terminate or not deliver this Agreement if any condition is not satisfied, in such manner and on such terms and conditions as the Agent in its sole discretion may determine and to accept delivery of the certificates representing the Purchased Securities on the Closing Date.

4. Prospectus Exemptions

The sale of the Purchased Securities by the Corporation to the Subscriber is conditional upon such sale being exempt from the requirements as to the filing of a prospectus or registration statement and as to the preparation and delivery of an offering memorandum or similar document contained in any statute, regulation, instrument, rule or policy applicable to the sale of the Purchased Securities or upon the issue of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or registration statement or delivering an offering memorandum or similar document.

You acknowledge and agree that:

(a)

you, and, if applicable, others for whom you are contracting hereunder, have been independently advised as to or are aware: (i) of the restrictions with respect to trading in, and the restricted period or statutory hold period applicable to, the Unit Shares, the Warrants and the Warrant Shares imposed by the Securities Laws of the jurisdiction in which you reside or to which you are subject and by the policies of the Stock Exchange; (ii) that the resale of the Offered Securities and, if applicable, the Warrant Shares, may be prohibited until the expiry of the applicable hold period except for any resale made in accordance with limited exemptions under applicable Securities Laws; (iii) it is the Subscriber’s responsibility to find out what restrictions apply and to comply with them; and (iv) that a suitable legend or legends will be placed on the certificates representing the Unit Shares, the Warrants and, if applicable the Warrant Shares, to reflect the applicable restricted period and statutory hold period to which the Unit Shares, the Warrants and, if applicable, the Warrant Shares are subject;

(b)

you, and, if applicable, others for whom you are contracting hereunder: (i) have not received or been provided with a prospectus, registration statement, offering memorandum (within the meaning of the Securities Laws of the Offering Jurisdictions) or any document purporting to describe the business and affairs of the Corporation which has been prepared for review by prospective purchasers to assist in making an investment decision in respect of the Offered Securities; and (ii) that your decision, or, if applicable, the decision of others for whom you are contracting hereunder, to enter into this Agreement and to purchase the Purchased Securities from the Corporation is based entirely upon this Agreement and the Information and not upon any other verbal or written representation as to fact or otherwise made by or on behalf of the Corporation or the Agent;

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(c)	you, or, if applicable, others for whom you are contracting hereunder,
	(i)	acknowledge that the Information on which you, or, if applicable, others for whom you are contracting hereunder relied in connection with the investment in the Purchased Securities has not been independently investigated or verified by the Agent; and
	(ii)	acknowledge that you are not relying upon the Agent to conduct any due diligence investigation on your behalf concerning the business, financial position, condition or prospects of the Corporation and agree that the Agent assumes no responsibility or liability of any nature whatsoever for the accuracy, adequacy or completeness of any such Information or as to whether all information concerning the Corporation required to be disclosed by the Corporation has been publicly disclosed;
(d)	the Subscriber is solely responsible for obtaining such tax, investment, legal and other professional advice as it considers appropriate in connection with the execution, delivery and performance by it of this Agreement and the transactions contemplated hereunder (including the resale and transfer restrictions referred to herein), and, without limiting the generality of the foregoing:
	(i)	the Corporation’s counsel are acting solely as counsel to the Corporation and not as counsel to the Subscriber;
	(ii)	the Agent’s counsel are acting solely as counsel to the Agent and not as counsel to the Subscriber; and
	(iii)	the Agent is acting solely as financial advisors to the Corporation and not as financial advisors to the Subscriber, or as agent of, the Subscriber, except insofar as is necessary at the Closing to deliver payment for the Purchased Securities to the Corporation on behalf of the Subscriber and to accept and deliver the Purchased Securities to the Subscriber after the Closing;
(e)	as a consequence of the sale of the Purchased Securities being exempt from the prospectus and registration requirements of the Securities Laws of the Offering Jurisdictions:
	(i)	certain protections, rights and remedies provided by the Securities Laws of the Offering Jurisdictions, including statutory rights of rescission and certain statutory remedies against an issuer, agents, underwriters, auditors, directors and officers that are available to investors who acquire securities offered by a prospectus or registration statement, will not be available to you, or, if applicable, others for whom you are contracting hereunder;

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	(ii)	the common law may not provide you or, if applicable, others whom you are contracting hereunder, with an adequate remedy if you or, if applicable, others for whom you are contracting hereunder, suffer investment losses in connection with the Purchased Securities;
	(iii)	you, or, if applicable, others for whom you are contracting hereunder, may not receive information that would otherwise be required to be given under the Securities Laws of the Offering Jurisdictions; and
	(iv)	the Corporation is relieved from certain obligations that would otherwise apply under the Securities Laws of the Offering Jurisdictions;
(f)	no Person has made any written or oral representation:
	(i)	that any Person will resell or repurchase the Purchased Securities;
	(ii)	that any Person will refund the Purchase Price; or
	(iii)	as to the future price or value of the Common Shares or the Warrants comprising the Units; and
(g)	the Corporation may complete additional financings in the future which may have a dilutive effect on existing shareholders at such time.

By your acceptance of this Agreement, you, and, if applicable, any others for whom you are contracting hereunder represent, warrant and acknowledge to the Agent and to the Corporation (which representations, warranties and acknowledgements shall be true and correct both as of the date of execution of this Agreement and as of the Closing Date and shall survive the Closing) that:

A.	General:
	(a)	You are, and any beneficial purchaser for whom you are contracting hereunder is, resident, or if not an individual, has the head office, in the jurisdiction set out on the line entitled “residential address, including postal code” above your signature or on the line entitled “residential address and telephone number of beneficial purchaser” below your signature, as applicable, set forth on the execution pages of this Agreement, which address is your residence or place of business, or the residence or place of business of any beneficial purchaser for whom you are contracting hereunder, as applicable, and such address was not obtained or used solely for the purpose of acquiring the Purchased Securities.
	(b)	If you are an individual, you have attained the age of majority in the jurisdiction in which you are resident and have the legal capacity and competence to enter into and be bound by this Agreement and to perform the covenants and obligations herein.
	(c)	If you are not an individual: (i) you have the legal capacity to authorize, execute and deliver this Agreement; and (ii) the individual signing this Agreement has been duly authorized to execute and deliver this Agreement.

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(d)	You are, and any beneficial purchaser for whom you are contracting hereunder is, at arm’s-length, within the meaning of the Securities Laws of the Offering Jurisdictions and the policies of the Stock Exchange, with the Corporation.
(e)	Legal counsel retained by the Corporation and legal counsel retained by the Agent are acting as counsel to the Corporation and the Agent respectively and not as counsel to the Subscriber and the Subscriber may not rely upon such counsel in any respect. The Subscriber understands it should obtain independent legal advice with respect to the investment in the Purchased Securities. The Subscriber has been independently advised as to the meanings of all terms contained herein relevant to the Subscriber for the purposes of giving representations, warranties and covenants hereunder and with respect to full particulars of applicable resale restrictions in its jurisdiction.
(f)	If you are, or, if applicable, any beneficial purchaser for whom you are contracting hereunder is, a resident of a jurisdiction other than a jurisdiction in Canada, you, and, if applicable, any beneficial purchaser for whom you are contracting hereunder: (i) have knowledge of or have been independently advised as to and will comply with the requirements of all the Securities Laws of the jurisdiction of your residence or the residence of any beneficial purchaser for whom you are contracting hereunder, as the case may be; (ii) confirm that the requirements of the Securities Laws in the jurisdiction of your residence or the residence of any beneficial purchaser for whom you are contracting hereunder, as the case may be, do not (A) require the Corporation to make any filings or seek any approvals of any kind whatsoever from any regulatory authority of any kind or nature whatsoever, (B) require the Corporation to prepare and file a prospectus, registration statement or similar document or to register the Units or (C) impose any registration or other requirements on the Agent; and (iii) will provide such evidence of compliance with all such matters as the Corporation or the Agent may request.
(g)	You are, and, if applicable, any beneficial purchaser for whom you are contracting hereunder is capable of assessing the proposed investment in the Purchased Securities as a result of financial or investment experience or as a result of advice received from a registered person other than the Corporation or an affiliate thereof and you are or, if applicable, any beneficial purchaser for whom you are contracting hereunder is, as the case may be, able to bear the economic loss of the investment in the Purchased Securities;
(h)	You are not a U.S. Purchaser and you are not acquiring the Purchased Securities on behalf of any U.S. Purchaser;
(i)	The Purchased Securities were not offered to you or any beneficial purchaser for whom you are contracting in the United States;
(j)	At the time the buy order for the Purchased Securities was originated, you were, and, if applicable, any beneficial purchaser for whom you are contracting hereunder was, outside the United States and this Agreement was not executed or delivered in the United States;
(k)	The Offered Securities were not offered to you or any beneficial purchaser for whom you are contracting hereunder as a result of any directed selling efforts (as that term is defined by Regulation S) in the United States, which would include any activity (such as placing an advertisement in a publication with a general circulation in the United States that refers to the Offered Securities) undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Offered Securities;

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(l)	The current structure of this transaction and all transactions and activities contemplated hereunder is not a scheme to evade the registration requirements of the U.S. Securities Act;
(m)	The Offered Securities have not been and will not be registered under the U.S. Securities Act and may not be offered or sold in the United States or to any U.S. Person, unless the securities are registered under the U.S. Securities Act and all applicable state securities laws or an exemption from such registration requirements is available and further agrees that hedging transactions involving such securities may not be conducted unless in compliance with the U.S. Securities Act;
(n)	The Subscriber and if applicable, any beneficial purchaser for whom you are contracting hereunder, understands that the Corporation is the seller of the Purchased Securities and that, for purposes of Regulation S, a “distributor” is any underwriter, dealer or other person who participates, pursuant to a contractual arrangement, in the distribution of securities sold in reliance on Regulation S and that an “affiliate” is any partner, officer, director or any person directly or indirectly controlling, controlled by or under common control with any person in question. Except as otherwise permitted by Regulation S, the Subscriber and if applicable, any beneficial purchaser for whom you are contracting hereunder, agrees that it will not, during the distribution compliance period described in Regulation S, act as a distributor, either directly or through any affiliate, or sell, transfer, hypothecate or otherwise convey the Purchased Securities or underlying securities other than to a non-U.S. Person;
(o)	Neither the Subscriber nor any beneficial purchaser for whom you are contracting hereunder will offer, sell or otherwise dispose of the Purchased Securities in the United States or to a U.S. Person unless (A) the Corporation has consented to such offer, sale or disposition and such offer, sale or disposition is made in accordance with an exemption from the registration requirements under the U.S. Securities Act and the securities laws of all applicable states of the United States or (B) the SEC has declared effective a registration statement in respect of such securities, and the Subscriber understands that the Corporation will refuse to transfer the Purchased Securities absent compliance with the foregoing;
(p)	The Subscriber, and if applicable, any beneficial purchaser for whom you are contracting hereunder, acknowledges and understands that in the event the Purchased Securities are offered, sold or otherwise transferred by the Subscriber or if applicable, the beneficial purchaser for whom you are contracting hereunder, to a non-U.S Person prior to the expiration of the distribution compliance period specified in Regulation S, the purchaser or transferee must agree not to resell such securities except in accordance with the provisions of Regulation S, pursuant to registration under the U.S. Securities Act, or pursuant to an available exemption from registration; and must further agree not to engage in hedging transactions with regard to such securities unless in compliance with the U.S. Securities Act;
(q)	In order to exercise the Warrants included in the Units, the holder must certify in writing that it is not a U.S. Person and the Warrant is not being exercised on behalf of a U.S. Person, or that the person provided an opinion of counsel satisfactory to the Corporation that the exercise of the Warrant is exempt from the registration provisions of the U.S. Securities Act;

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(r)	The Purchased Securities to be issued hereunder are not being purchased with knowledge of any material fact about the Corporation that has not been generally disclosed;
(s)	You acknowledge and, if applicable, any beneficial purchaser for whom you are contracting hereunder acknowledges, that no agency, governmental authority, securities commission or similar regulatory body, stock exchange or other entity has reviewed, passed on or made any finding or determination as to the merit for investment of the Units nor have any such agencies or governmental authorities made any recommendation or endorsement with respect to the Units;
(t)	This Agreement has been duly executed and delivered and, when accepted by the Corporation, will constitute a legal, valid and binding obligation enforceable against you and, if you are signing this Agreement on behalf of a beneficial purchaser, also against such beneficial purchaser, in each case in accordance with the terms hereof;
(u)	If you are contracting hereunder as trustee or agent (including, for greater certainty, a portfolio manager or comparable adviser) for one or more beneficial purchasers, you are authorized to execute and deliver this Agreement and all other necessary documentation in connection with the subscription made on behalf of such beneficial purchaser or beneficial purchasers and this Agreement has been authorized, executed and delivered on behalf of such beneficial purchaser or beneficial purchasers, and you acknowledge that any or all of the Corporation and the Agent may be required by law to disclose the identity of each beneficial purchaser for whom you are contracting hereunder;
(v)	The execution and delivery of this Agreement, the performance and compliance with the terms hereof, the purchase of the Purchased Securities and the completion of the transactions described herein will not result in any material breach of, or be in conflict with or constitute a material default under, or create a state of facts which, after notice or lapse of time, or both, would, if you are not or any beneficial purchaser for whom you are contracting hereunder is not an individual, constitute a material default under any term or provision of your constating documents, by-laws or resolutions or the constating documents, by-laws or resolutions of any beneficial purchaser for whom you are contracting hereunder, as the case may be, the Securities Laws or any other laws applicable to you or any beneficial purchaser for whom you are contracting hereunder, any agreement to which you are or any beneficial purchaser for whom you are contracting hereunder is a party, or any judgment, decree, order, statute, rule or regulation applicable to you or any beneficial purchaser for whom you are contracting hereunder;
(w)	The funds representing the aggregate Purchase Price in respect of the Purchased Securities which will be advanced by the Subscriber to the Corporation hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (for the purposes of this paragraph the “PCMLTFA”) or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (United States) (commonly referred to as the “USA PATRIOT Act”), and you acknowledge that the Corporation may in the future be required by law to disclose the name of the Subscriber and other information relating to this Agreement and the subscription hereunder, on a confidential basis, pursuant to the PCMLTFA. To the best of your knowledge, none of the subscription funds provided by the Subscriber: (i) have been or will be derived directly or indirectly from or related to any activity that is deemed criminal under the laws of Canada, the United States or any other jurisdiction; or (ii) are being tendered on behalf of a person or entity who has not been identified to you, and you will promptly notify the Corporation if you discover that any of such representations cease to be true and will provide the Corporation with appropriate information in connection therewith;

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(x)	You, on your own behalf and, if applicable, on behalf of each beneficial purchaser for whom you are contracting hereunder, acknowledge and consent to the fact that the Corporation and the Agent are collecting your personal information (as that term is defined under applicable privacy legislation, including, without limitation, the Personal Information Protection and Electronic Documents Act (Canada) and any other applicable similar, replacement or supplemental provincial or federal legislation or laws in effect from time to time), and, if applicable, that of each beneficial purchaser for whom you are contracting hereunder, for the purpose of completing this Agreement. You, on your own behalf and, if applicable, on behalf of each beneficial purchaser for whom you are contracting hereunder, acknowledge and consent to the Corporation and the Agent retaining such personal information for as long as permitted or required by law or business practices. You, on your own behalf and, if applicable, on behalf of each beneficial purchaser for whom you are contracting hereunder, further acknowledge and consent to the fact that the Corporation or the Agent may be required by the Securities Laws of the Offering Jurisdictions, the rules and policies of any stock exchange or the rules of the Investment Industry Regulatory Organization of Canada to provide regulatory authorities with any personal information provided under this Agreement. You represent and warrant, as applicable, that you have the authority to provide the consents and acknowledgements set out in this paragraph on behalf of each beneficial purchaser for whom you are contracting hereunder. In addition to the foregoing, you agree and acknowledge that the Corporation or the Agent, as the case may be, may use and disclose your personal information, or that of each beneficial purchaser for whom you are contracting hereunder, as follows:
	(i)	for internal use with respect to managing the relationships between and contractual obligations of the Corporation or the Agent and you or any beneficial purchaser for whom you are contracting hereunder;
	(ii)	for use and disclosure for income tax related purposes, including without limitation, where required by law, disclosure to Canada Revenue Agency;
	(iii)	for disclosure to securities regulatory authorities and other regulatory bodies with jurisdiction with respect to reports of trades and similar regulatory filings;
	(iv)	for use and disclosure to the Stock Exchange (as set forth in Stock Exchange Appendix 6A) pursuant to Stock Exchange Form 4B entitled “Private Placement Notice Form”;
	(v)	for disclosure to a governmental or other authority to which the disclosure is required by court order or subpoena compelling such disclosure and where there is no reasonable alternative to such disclosure;
	(vi)	for disclosure to professional advisers of the Corporation or the Agent in connection with the performance of their professional services;

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	(vii)	for disclosure to any person where such disclosure is necessary for legitimate business reasons and is made with your prior written consent;
	(viii)	for disclosure to a court determining the rights of the parties under this Agreement; or
	(ix)	for use and disclosure as otherwise required or permitted by law;
(y)	If you are, or the beneficial purchaser for whom you are contracting hereunder is, a resident of the Province of Ontario, you authorize the indirect collection of personal information (as defined in the Securities Laws of the Province of Ontario) by the Ontario Securities Commission and confirm that you have been notified by the Corporation:
	(i)	that the Corporation will be delivering such personal information to the Ontario Securities Commission;
	(ii)	that such personal information is being collected indirectly by the Ontario Securities Commission under the authority granted to it in the Securities Laws of the Province of Ontario;
	(iii)	that such personal information is being collected for the purpose of the administration and enforcement of the Securities Laws of the Province of Ontario; and
	(iv)	that the title, business address and business telephone number of the public official in the Province of Ontario who can answer questions about the Ontario Securities Commission’s indirect collection of personal information is as follows:

Administrative Assistant to the Director of Corporate Finance
Ontario Securities Commission
Suite 1903, Box 55, 20 Queen Street West
Toronto, Ontario M5H 3S8
Telephone:     416-593-8086

(z)	You, on your own behalf and, if applicable, on behalf of each beneficial purchaser for whom you are contracting hereunder, acknowledge and consent to the fact that the Stock Exchange, its affiliates, authorized agents, subsidiaries and divisions collect personal information (as such term is defined in the Corporate Finance Manual of the Stock Exchange) in certain information forms, which are submitted to the Stock Exchange, including the form attached hereto as Schedule B, and use such information for the following purposes:
	(i)	to conduct background checks;
	(ii)	to verify the personal information that has been provided about each individual;
	(iii)	to provide disclosure to market participants as to the security holdings of directors, officers, other insiders and promoters of the Corporation, or its associates or affiliates;

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	(iv)	to conduct enforcement proceedings; and
	(v)	to perform other investigations as required by and to ensure compliance with all applicable rules, policies, rulings and regulations of the Stock Exchange, securities legislation and other legal and regulatory requirements governing the conduct and protection of the public markets in Canada.
	As part of above-mentioned process, the Stock Exchange also collects additional personal information from other sources, including but not limited to, securities regulatory authorities in Canada or elsewhere, investigative, law enforcement or self-regulatory organizations, regulations services providers and each of their subsidiaries, affiliates, regulators and authorized agents, to ensure that the purposes set out above can be accomplished.
		The personal information collected by the Stock Exchange may also be disclosed:
		(i)	to the agencies and organizations in the preceding paragraph, or as otherwise permitted or required by law, and they may use it in their own investigations for the purposes described above; and
		(ii)	on the website of the Stock Exchange or through printed materials published by or pursuant to the directions of the Stock Exchange.
		You on your own behalf and, if applicable, on behalf of each beneficial purchaser for whom you are contracting hereunder, acknowledge and consent to all of the foregoing and to the fact that the Stock Exchange may from time to time use third parties to process information and/or provide other administrative services. In this regard, the Stock Exchange may share the information with such third party service providers; and
	(aa)	The representations, warranties and covenants of the Subscriber herein are made with the intent that they may be relied upon in determining the suitability of a purchaser of Units and will survive the completion of the issuance of the Units.
B.	All Purchasers: If you, or any beneficial purchaser for whom you are contracting, are resident in, or are otherwise subject to the Securities Laws of a jurisdiction of Canada, then either of paragraph 4B(a) or 4B(b) applies to you:
	(a)	Accredited Investors:
		(i)	you are either purchasing the Purchased Securities:
			(A)	as principal and not for the benefit of any other Person, or you are deemed under NI 45-106 to be purchasing the Purchased Securities as principal, and you are an “accredited investor” within the meaning of NI 45-106; or
			(B)	as agent for a beneficial purchaser disclosed as the principal on the second execution page of this Agreement, and you are an agent or trustee with proper authority to execute all documents required in connection with the purchase of the Purchased Securities on behalf of such disclosed beneficial purchaser and such disclosed beneficial purchaser for whom you are contracting hereunder is purchasing as principal and not for the benefit of any other Person, or is deemed under NI 45-106 to be purchasing the Purchased Securities as principal, and such disclosed beneficial purchaser is an “accredited investor” within the meaning of NI 45-106;

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	(ii)	if you are, or the beneficial purchaser for whom you are contracting hereunder is, as the case may be, a Person, other than an individual or investment fund, that has net assets of at least $5,000,000, you were not, or the beneficial purchaser for whom you are contracting hereunder was not, as the case may be, created or used solely to purchase or hold securities as an accredited investor; and
	(iii)	you have concurrently executed and delivered a certificate in the form attached as Schedule D hereto.
(b)	Minimum Amount Investment:
	(i)	you are either purchasing the Purchased Securities:
		(A)	as principal and not for the benefit of any other Person, and your aggregate acquisition cost, payable by you in cash at the Closing, for the Purchased Securities is not less than $150,000; or
		(B)	as agent for a beneficial purchaser disclosed on the second execution page of this Agreement, and you are an agent or trustee with proper authority to execute all documents required in connection with the purchase of the Purchased Securities on behalf of such disclosed beneficial purchaser and such disclosed beneficial purchaser for whom you are contracting hereunder is purchasing as principal and not for the benefit of any other Person, and the aggregate acquisition cost of such disclosed beneficial purchaser, payable by such disclosed beneficial purchaser in cash at the Closing, for the Purchased Securities is not less than $150,000; and
	(ii)	you were not, or the beneficial purchaser for whom you are contracting hereunder was not, as the case may be, created or used solely to purchase or hold securities in reliance on this exemption from the prospectus requirement.

5. Legends

You acknowledge that the certificates representing the Unit Shares, and, if necessary, the certificates representing the Warrant Shares, will bear the following legends:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [the date which is four months and one day after the Closing Date will be inserted].”

and

- - 16 -

“WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL [the date which is four months and one day after the Closing Date will be inserted].”

You also acknowledge that the Warrant Certificates will bear the following legends:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [the date which is four months and one day after the Closing Date will be inserted].”

and

“WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL [the date which is four months and one day after the Closing Date will be inserted].”

For purposes of complying with the United States securities laws, the Subscriber and each beneficial purchaser, if any, understands and acknowledges that all certificates issued to the Purchaser representing the Unit Shares, the Warrant and the Warrant Shares shall bear the following legends:

THE SECURITIES REPRESENTED HEREBY [IN THE CASE OF THE WARRANTS: AND ANY SECURITIES ISSUABLE UPON EXERCISE HEREOF] HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO BE RESOURCES INC., (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (C) IN COMPLIANCE WITH RULE 144 OR 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, (D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR (E) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE CORPORATION. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT;

provided, that if any such Securities are being sold in compliance with the requirements of Rule 904 of Regulation S under the U.S. Securities Act and in compliance with Canadian local laws and regulations, the legend may be removed by providing a declaration to the Corporation’s registrar and transfer agent and the Corporation in the form attached hereto as Schedule E (or as the Corporation may prescribe from time to time); and provided, further, that, if any such Securities are being sold pursuant to Rule 144 of the U.S. Securities Act or a transaction that does not require registration under the U.S. Securities Act or applicable state securities laws, the legend may be removed by delivery to the registrar and transfer agent of the Corporation of an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation, to the effect that such legend is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws;

- - 17 -

The Corporation will make a notation on its records or give instructions to any registrar and transfer agent of the Securities in order to implement the restrictions on transfer described herein.

6. Representations and Warranties of the Corporation

The Corporation hereby agrees with the Subscriber that the representations and warranties made by the Corporation to the Agent in the Agency Agreement shall be true and correct in all material respects as of the Closing Date (save and except as waived by the Agent). The Subscriber shall be entitled to rely on the representations, warranties and covenants made by the Corporation to the Agent for the benefit of the Subscribers in the Agency Agreement to the extent that they have not been varied, amended, altered or waived, in whole or in part, by the Agent and they shall survive the Closing of the Offering and shall continue in full force and effect for the benefit of the Subscriber in accordance with the terms of the Agency Agreement. The representations, warranties and covenants made by the Corporation to the Agent for the benefit of the Subscribers in the Agency Agreement are hereby incorporated by reference such that they form an integral part of this Agreement.

7. Covenants

The Corporation hereby covenants and agrees with the Subscriber as follows:

(a)	Reporting Issuer: The Corporation shall maintain its status as a “reporting issuer” in, and not in default of any requirement of the Securities Laws of, the Reporting Jurisdictions for a period of at least 18 months after the Closing Date.
(b)	Corporate Status: For a period of a least 18 months after the Closing Date, the Corporation shall remain a corporation validly subsisting under the laws of its jurisdiction of incorporation, licensed, registered or qualified as an extra-provincial or foreign corporation in all jurisdictions where the character of its properties owned or leased or the nature of the activities conducted by it make such licensing, registration or qualification necessary and shall carry on its business in the ordinary course and in compliance in all material respects with all applicable laws, rules and regulations of each such jurisdiction.
(c)	Listing on Stock Exchanges: The Corporation shall maintain the listing on the Stock Exchange or another stock exchange acceptable to the Agent of the class of shares of which the Subject Shares form a part for a period of at least 18 months after the Closing Date. The Corporation shall obtain from the Stock Exchange not later than the Closing Date, approval to issue the Purchased Securities.
(d)	Securities Filings: Forthwith after the Closing the Corporation shall file such forms and documents as may be required under the Securities Laws of the Offering Jurisdictions relating to the offering of the Purchased Securities which, without limiting the generality of the foregoing, shall include a Form 45-106F1 as prescribed by NI 45-106.

- - 18 -

	(e)	Performance of Acts: The Corporation shall perform and carry out all of the acts and things to be completed by it as provided in this Agreement.
	(f)	Directed Selling Efforts and General Solicitation: Prior to the completion of the offering of the Offered Securities, the Corporation will not engage in any “directed selling efforts” as defined in Regulation S or any “general solicitation or general advertising” as defined in Regulation D.
	(g)	SEC Foreign Issuer: The Corporation will not take any action which would cause the Corporation not to be an “SEC Foreign Issuer” as defined in National Instrument 71-102 – Continuous Disclosure and Other Exemptions Relating to Foreign Issuers for a period of 18 months after the Closing Date.
	(h)	Use of Proceeds Amount: The Corporation shall use the net proceeds of the Offered Securities to fund drilling activities at its Warm Springs property and for general working capital purposes.
8.	Fee to Agent
	(a)	Fee: You, if you are the Subscriber, or if you are not the Subscriber, then on behalf of the Subscriber, acknowledge that the Agent is offering the Offered Securities on a best- efforts private placement basis and, in connection therewith, the Corporation and the Agent will have entered as of the Closing Date into an Agency Agreement pursuant to which the Agent, or members of a selling group formed by the Agent, will receive an aggregate cash commission (the “Commission”) equal to 8% of the gross proceeds of the Offering and Agent’s Compensation Options exercisable to acquire that number of Units from the Corporation as is equal to 10% of the aggregate number of Units sold pursuant to the Offering. The Agent retains the option, in its own and sole discretion, to elect to take all or any part of the Commission in the form of Units upon the closing of the Offering. No other fee or commission is payable by the Corporation in connection with the sale of the Offered Securities.
	(b)	Acknowledgement: You, if you are the Subscriber, or if you are not the Subscriber then on behalf of the Subscriber, acknowledge that the Agent has been appointed by the Corporation to act as agent of the Corporation to offer the Offered Securities on a best- efforts private placement basis and acknowledge that the Agent assumes no responsibility or liability of any nature whatsoever for the accuracy or adequacy of the information regarding the Corporation which is publicly available, that the Agent has not engaged in or conducted an independent investigation with respect to the Corporation and that the Agent and the representatives and agents thereof are not liable for any information given or statement made to the Subscriber by the Corporation in connection with the Corporation or the transaction contemplated by this Agreement and the Subscriber hereby releases the Agent and the representatives and agents thereof from any claim that may arise in respect of this Agreement or the transaction contemplated hereby.
9.	General
	(a)	Headings: The division of this Agreement into articles and sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. The terms “this Agreement,” “hereof,” “hereunder”, “herein” and similar expressions refer to this Agreement and not to any particular article, section or other portion hereof and include any agreement supplemental thereto and any exhibits attached hereto. Unless something in the subject matter or context is inconsistent therewith, reference herein to articles, sections and paragraphs are to articles, sections, subsections and paragraphs of this Agreement.

- - 19 -

(b)	Number and Gender: Words importing the singular number only shall include the plural and vice versa, words importing the masculine gender shall include the feminine gender and neuter and vice versa.
(c)	Severability: If one or more of the provisions contained in this Agreement shall be invalid, illegal or unenforceable in any respect under any applicable law, the validity, legality or enforceability of the remaining provisions hereof shall not be affected or impaired thereby. Each of the provisions of this Agreement is hereby declared to be separate and distinct.
(d)	Notices: All notices or other communications to be given hereunder shall be delivered by hand or by telecopier, and if delivered by hand, shall be deemed to have been given on the date of delivery or, if sent by telecopier, on the date of transmission if sent before 5:00 p.m. (Toronto time) and such day is a Business Day or, if not, on the first Business Day following the date of transmission.
(e)	Notices to the Corporation shall be addressed to:

BE RESOURCES INC.
107 Hackney Circle
Elephant Butte, New Mexico
87935 USA
Attention:	David Q. Tognoni
Telecopier:	(575) 744-4014

Notices to the Subscriber shall be addressed to the address of the Subscriber set out on the execution pages hereof.

Either the Corporation or the Subscriber may change its address for service aforesaid by notice in writing to the other party hereto specifying its new address for service hereunder.

(f)	Further Assurances: Each party hereto shall from time to time at the request of the other party hereto do such further acts and execute and deliver such further instruments, deeds and documents as shall be reasonably required in order to fully perform and carry out the provisions of this Agreement. The parties hereto agree to act honestly and in good faith in the performance of their respective obligations hereunder.
(g)	Successors and Assigns: Except as otherwise provided, this Agreement shall enure to the benefit of and shall be binding upon the parties hereto and their respective successors and permitted assigns.
(h)	Entire Agreement: The terms of this Agreement express and constitute the entire agreement between the parties hereto with respect to the subject matter hereof and no implied term or implied liability of any kind is created or shall arise by reason of anything in this Agreement.

- - 20 -

(i)	Time of Essence: Time is of the essence of this Agreement.
(j)	Amendments: The provisions of this Agreement may only be amended with the written consent of all of the parties hereto.
(k)	Survival: Notwithstanding any other provision of this Agreement, the representations, warranties, covenants and indemnities of or by the Corporation and the Subscriber contained herein or in any certificate, document or instrument delivered pursuant hereto shall survive the completion of the transactions contemplated by this Agreement.
(l)	Governing Law and Venue: This Agreement, any amendment, addendum, annex, exhibit, supplement or other document relating hereto, any dispute arising from or related hereto, and all related rights, duties and remedies shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without reference to their principles governing the choice or conflict of laws, and the parties hereto and their successors in interest irrevocably attorn and submit to the exclusive jurisdiction of the courts of the Province of Ontario, sitting in the City of Toronto, with respect to any dispute arising from or related thereto.
(m)	Counterparts: This Agreement may be executed in two or more counterparts which when taken together shall constitute one and the same agreement. Delivery of counterparts may be effected by facsimile transmission thereof.
(n)	Facsimile Copies: The Corporation and the Agent shall be entitled to rely on a facsimile or an electronic copy of an executed Agreement and acceptance, including facsimile or electronic acceptance, by the Corporation, of such facsimile or electronic subscription shall be legally effective to create a valid and binding agreement between the Subscriber and the Corporation in accordance with the terms thereof.

If the foregoing is in accordance with your understanding, please sign and return this Agreement together with the other required documents signifying your agreement to purchase the Purchased Securities. You hereby authorize the Agent through which the Subscriber subscribed for the Purchased Securities, to deliver a copy of this Agreement on your behalf to the Corporation.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

EXECUTION PAGES

UNITS

TO:                 BE RESOURCES INC.
AND TO:       MGI SECURITIES INC.
AND TO:       CANACCORD FINANCIAL INC.

The undersigned hereby accepts the foregoing and agrees to be bound by the terms set forth herein and, without limitation, agrees that you may rely upon the covenants, representations and warranties of the undersigned contained herein.

DATED as of this         day of ___________, 2010.

Number of Offered Securities to be purchased
at $0.30 each:
Aggregate Purchase Price:
$
Name (full legal name of Subscriber) and
Residential Address of Subscriber:
	(residential address, including postal code)
	(telephone number)
	(facsimile number)
By:
	(signature)
	(please print name)
	(official capacity)
	(social insurance number or federal
	corporate/business account number)

If you are signing this Agreement as agent for a beneficial purchaser and are not a trust company, trust corporation or portfolio manager deemed to be purchasing as principal under NI 45-106, please provide the following information for each beneficial purchaser:

(name of beneficial purchaser)

(residential address and telephone number of

beneficial purchaser)

(social insurance number or federal

corporate/business account number)

The above-mentioned subscription is hereby accepted by BE Resources Inc.

                   DATED as of this day of _________ , 2010.

BE RESOURCES INC.

By:

       Authorized Signing Officer

 

Schedule A

BE RESOURCES INC.
UP TO CDN$3,000,000
BEST EFFORTS PRIVATE PLACEMENT OF UNITS
TERM SHEET

ISSUER:	BE Resources Inc. (the “Corporation”) (TSXV:BER).
AGENT:	MGI Securities Inc. (the “Agent”).
DESCRIPTION OF AGENCY:	The Agent will act as the Corporation's exclusive agent to sell units (the “Units”) in the capital of the Corporation as presently constituted in a private placement (“Private Placement”) on a best efforts basis. The Agent is not obligated under any circumstances to purchase any Units but may choose to do so in its sole discretion.
OFFERING:	Private Placement of up to an aggregate of 10,000,000 Units, with each Unit being comprised of one common share in the capital of the Corporation (a “Unit Share”) and one half of one common share purchase warrant (each whole warrant a “Warrant”).
COMMON SHARE PURCHASE WARRANTS:	Each Warrant will entitle the holder thereof to purchase one additional common share in the capital of the Corporation (a “Warrant Share”) at an exercise price of $0.50 per Warrant Share to the extent such Warrant is exercised on or before the date that is 24 months from the Closing Date (as hereinafter defined). In the event that after four months and one day after the Closing Date, the closing price of the Corporation's common shares on the TSX Venture Exchange (or such other stock exchange on which the Corporation's shares are listed and where a majority of the trading volume occurs), for a period of ten (10) consecutive trading days equals or exceeds $0.75 per common share, the Corporation may, within five (5) days after such an event, provide notice to the warrant holders of early expiry of the Warrants held by each warrant holder and thereafter, such Warrants will expire at 3:30 p.m. (Toronto time) on the date which is twenty-one (21) days after the date of the notice to the warrant holders.
ISSUE PRICE:	CDN$0.30 per Unit.
SIZE OF THE OFFERING:	Up to an aggregate of $3,000,000.
FINANCIAL ADVISORY AGREEMENT:	In the event the Offering is successfully completed raising not less than $2,500,000 in aggregate gross proceeds, the Agent, the Corporation, and Canaccord agree to enter into a mutually acceptable financial advisory agreement (the "Advisory Agreement") whereby the Agent and Canaccord will act, for a period of 24-months following the Closing Date, as a financial advisor to the Corporation. The terms of the Advisory Agreement will be negotiated in good faith between the parties prior to the Closing Date.
USE OF PROCEEDS:	The proceeds of the Offering will be used to fund drilling activities at the Corporation’s Warm Spring property and for general working capital purposes.

OFFERING JURISDICTIONS:	The Offering will be effected on a private placement basis exempt from the prospectus requirements of the securities legislation, regulation, rules and policies of all Provinces and Territories of Canada and qualified purchasers resident outside of Canada and the United States.
CLOSING:	All subscriptions for the Units are anticipated to be completed and accepted by the Corporation on or before the close of business on June 1st, 2010 or such other dates as agreed to by the Agent and the Corporation (the “Closing Date”). Upon the closing of the Offering, funds are to be released to the Corporation net of Commission (as hereinafter defined) and expenses.
REPORTING ISSUER:	The Corporation is a reporting issuer in the Provinces of British Columbia, Alberta, and Ontario.
LISTING:	The Unit Shares and the Warrant Shares will be listed on the TSX Venture Exchange, a division of TSX Venture Exchange Inc.
PRIVATE PLACEMENT RESALE RESTRICTIONS:	The Unit Shares, the Warrant Shares and the Warrants comprised within the Units issued on Closing and any Warrant Shares issued upon due exercise of the Warrants will be subject to a hold period of 4 months and a day from the respective Closing Dates.
COSTS AND EXPENSES:	Whether or not the Offering is completed, reasonable costs related to the Offering, due diligence expenses, travel expenses and other expenses including the fees of the Agent’s designated legal counsel plus disbursements and taxes shall be borne by the Corporation.
AGENT’S COMPENSATION	A cash commission (the “Commission”) equal to 8% of the aggregate gross proceeds of the Offering shall be payable upon the closing of the Offering on the Closing Date. In addition, the Corporation will issue to the Agent, on the Closing Date, non-transferable compensation options (“Agent’s Compensation Options”) equal to 10% of the aggregate number of Units sold pursuant to the Offering. Each Agent’s Compensation Option entitles the Agent to purchase one Unit of the Corporation at a price of $0.30 per Unit at any time prior to the date that is 24 months from the Closing Date.
	The parties agree and acknowledge that the Agent retains the option, in its own and sole discretion, to elect to take all or any portion of the Commission in the form of Units upon the closing of the Offering.

Schedule B

ALL SUBSCRIBERS

INFORMATION SHEET

Information to be completed by the Subscriber:

A. Registration Form

The Subscriber, if not an individual, either [check appropriate box]:

[  ]	has previously filed with the TSX Venture Exchange (the “Exchange”) a Form 4C, Corporate Placee Registration Form and represents and warrants that there has been no change to any of the information in the Corporate Placee Registration Form previously filed with the Exchange up to the date hereof; or
[  ]	hereby delivers a completed Form 4C, Corporate Placee Registration Form, in the form attached as appendix A to this schedule B to the Corporation for filing with the Exchange.

B. Present Ownership of Securities

The Subscriber either [check appropriate box];

[  ]	does not own directly or indirectly, or exercise control or direction over, any common shares of the Corporation or securities convertible into common shares of the Corporation; or
[  ]	owns directly or indirectly, or exercises control or direction over, ____________ outstanding common shares of the Corporation and convertible securities entitling the Subscriber to acquire additional common shares of the Corporation which, if converted, in the aggregate would represent ____________ common shares of the Corporation.

C. Insider Status

The Subscriber either [check appropriate box]:

[  ]	is an “Insider” of the Corporation as defined in the policies of the Exchange, as follows:
	(a)	a director or senior officer of the Corporation;
	(b)	a director or senior officer of a company that is itself an insider or subsidiary of the Corporation;
	(c)	a person that beneficially owns or controls, directly or indirectly, voting shares of the Corporation carrying more than 10% of the voting rights attached to all the Corporation’s outstanding voting shares; or
	(d)	the Corporation itself if it holds any of its own securities of its own.
[  ]	is not an Insider of the Corporation.

D. Member of “Pro Group”

The Subscriber either [check appropriate box]:

[  ]	is a Member of the “Pro Group” as defined in the Rules of the Exchange, as follows:
	(1)	subject to subparagraphs (2), (3) and (4), either individually or as a group:
		(a)	the member (i.e. a member of the Exchange under the Exchange requirements);
		(b)	employees of the member;
		(c)	partners, officers or directors of the member;
		(d)	affiliates of the member; and
		(e)	associates of any parties referred to in subparagraphs (a) through (e);
	(2)	the Exchange may, in its discretion, include a person or party in the Pro Group for the purposes of a particular calculation where the Exchange determines that the person is not acting at arm’s length with the member;
	(3)	the Exchange may, in its discretion, exclude a person from the Pro Group for the purposes of a particular calculation where the Exchange determines that the person is acting at arm’s length with the member;
	(4)	the member may deem a person who would otherwise be included in the Pro Group pursuant to subparagraph (1) to be excluded from the Pro Group where the member determines that:
		(a)	the person is an affiliate or associate of the member acting at arm’s length of the member;
		(b)	the associate or affiliate has a separate corporate and reporting structure;
		(c)	there are sufficient controls on information flowing between the member and the associate or affiliate; and
		(d)	the member maintains a list of such excluded persons; or
[  ]	is not a member of the Pro Group.

Appendix A to Schedule B

CORPORATE SUBSCRIBERS

THE TSX VENTURE EXCHANGE
PRIVATE PLACEMENT FORM

FORM 4C
CORPORATE PLACEE REGISTRATION FORM

Where subscribers to a Private Placement are not individuals, the following information about the Placee must be provided if such subscribers:

(a)	will hold more than 5% of the Issuer’s issued and outstanding Listed Shares on a upon completion of the Private Placement; or
(b)	are subscribing for more than 25% of the Private Placement.

This Form will remain on file with the Exchange. The corporation, trust, portfolio manager or other entity (the “Placee”) need only file it on one time basis, and it will be referenced for all subsequent Private Placements in which it participates. If any of the information provided in this Form changes, the Placee must notify the Exchange prior to participating in further placements with Exchange listed Issuers. If as a result of the Private Placement, the Placee becomes an Insider of the Issuer, Insiders of the Placee are reminded that they must file a Personal Information Form (2A) or, if applicable, Declarations, with the Exchange.

1.	Placee Information:
	(a)	Name: ______________________________________________________________
	(b)	Complete Address: ____________________________________________________
		___________________________________________________________________
	(c)	Jurisdiction of Incorporation or Creation: ___________________________________
2.	(a) Is the Placee purchasing securities as a portfolio manager: (Yes/No)? __________________
	(b)	Is the Placee carrying on business as a portfolio manager outside of Canada: (Yes/No)? ____
3.	If the answer to 2(b) above was “Yes”, the undersigned certifies that:
	(a)	It is purchasing securities of an Issuer on behalf of managed accounts for which it is making the investment decision to purchase the securities and has full discretion to purchase or sell securities for such accounts without requiring the client’s express consent to a transaction;
	(b)	it carries on the business of managing the investment portfolios of clients through discretionary authority granted by those clients (a “portfolio manager” business) in ____________________ [jurisdiction], and it is permitted by law to carry on a portfolio manager business in that jurisdiction;
	(c)	it was not created solely or primarily for the purpose of purchasing securities of the Issuer;
	(d)	the total asset value of the investment portfolios it manages on behalf of clients is not less than $20,000,000; and
	(e)	it has no reasonable grounds to believe, that any of the directors, senior officers and other insiders of the Issuer, and the persons that carry on investor relations activities for the Issuer has a beneficial interest in any of the managed accounts for which it is purchasing.

4. If the answer to 2(a) above was “No”, please provide the names and addresses of Control Persons of the Placee:

Name * City Province or State Country

* If the Control Person is not an individual, provide the name of the individual that makes the investment decisions on behalf of the Control Person.

The undersigned acknowledges that it is bound by the provisions of applicable Securities Law, including provisions concerning the filing of insider reports and reports of acquisitions.

Dated at ___________________ on ___________________

(Authorized Signature)

(Official Capacity - please print)

(Please print name of individual whose signature appears above)

Acknowledgement - Personal Information

“Personal Information” means any information about an identifiable individual, and includes information contained in sections 1, 2 and 4, as applicable, of this Form.

The undersigned hereby acknowledges and agrees that it has obtained the express written consent of each individual to:

(a)	the disclosure of Personal Information by the undersigned to the Exchange (as defined in Appendix 6B) pursuant to this Form; and
(b)	the collection, use and disclosure of Personal Information by the Exchange for the purposes described in Appendix 6B or as otherwise identified by the Exchange, from time to time.

Dated at ___________________ on ___________________

(Name of Purchaser - please print)

(Authorized Signature)

(Official Capacity - please print)

(Please print name of individual whose signature appears above)

THIS IS NOT A PUBLIC DOCUMENT

Schedule C

ALL SUBSCRIBERS

REGISTRATION AND DELIVERY INSTRUCTIONS

Delivery: Please deliver the certificates representing the Purchased Securities to:

Name

Account reference, if applicable

Contact name

Address, including postal code

Telephone number

Registration: The certificates representing the Purchased Securities which are to be delivered at Closing should be registered as follows:

Name

Account reference, if applicable

Address, including postal code

Words and terms herein with the initial letter or letters thereof capitalized and defined in the Agreement shall have the meanings given to such capitalized words and terms in the Agreement.

Schedule D

ALL CANADIAN SUBSCRIBERS

IF YOUR SUBSCRIPTION PRICE EXCEEDS $150,000 AND SUBSECTION 4B(b) OF THIS AGREEMENT APPLIES TO YOU, YOU ARE NOT REQUIRED TO COMPLETE AND SIGN THIS CERTIFICATE.

TO:	BE RESOURCES INC.
AND TO:	MGI SECURITIES INC.

CERTIFICATE

In connection with the purchase of units (the “Purchased Securities”) of Champion Minerals Inc. (the “Corporation”), the undersigned hereby represents, warrants and certifies that:

I.	ALL SUBSCRIBERS PURCHASING UNDER THE “ACCREDITED INVESTOR” EXEMPTION OR THE “AFFILIATE” EXEMPTION
1.	the Subscriber is resident in a jurisdiction of Canada, is subject to the securities laws of a jurisdiction of Canada or is a non-Canadian portfolio manager.
2.	the Subscriber is purchasing the Purchased Securities as principal or is deemed under National Instrument 45-106 - Prospectus and Registration Exemptions of the Canadian Securities Administrators (“NI 45-106”) to be purchasing the Purchased Securities as principal; and
3.	the Subscriber is an “accredited investor” within the meaning of NI 45-106 by virtue of satisfying the indicated criterion as set out in appendix “A” to this certificate (YOU MUST ALSO INITIAL OR PLACE A CHECK-MARK ON THE APPROPRIATE LINE IN APPENDIX A ATTACHED TO THIS CERTIFICATE);

The above representations and warranties will be true and correct both as of the execution of this certificate and as of the closing time of the purchase and sale of the Purchased Securities and the undersigned acknowledges that they will survive the completion of the issue of the Purchased Securities.

The undersigned acknowledges that the foregoing representations and warranties are made by the undersigned with the intent that they be relied upon in determining the suitability of the Subscriber as a purchaser of the Purchased Securities and that this certificate is incorporated into and forms part of the Subscription Agreement and the undersigned undertakes to immediately notify the Corporation of any change in any statement or other information relating to the Subscriber set forth herein which takes place prior to the closing time of the purchase and sale of the Purchased Securities.

Dated: ________________________, 2010.
	Print name of Subscriber (or person signing as agent)
By:	Signature
	Title
	(please print name of individual whose signature
	appears above, if different from name of Subscriber
	or agent printed above)

Appendix A to Schedule D

Accredited Investor - (defined in NI 45-106) means:

(a)	a Canadian financial institution or an authorized foreign bank named in Schedule III of the Bank Act (Canada),
(b)	the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada),
(c)	a subsidiary of any person referred to in paragraph (a) or (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary,
(d)	a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer, other than a person registered solely as a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador),
(e)	an individual registered or formerly registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (d),
(f)	the Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly-owned entity of the Government of Canada or a jurisdiction of Canada,
(g)	a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Quebec,
(h)	any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government,
(i)	a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada) or a pension commission or similar regulatory authority of a jurisdiction of Canada,
(j)	an individual who, either alone or with a spouse, beneficially owns, directly or indirectly, financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds $1,000,000,
(k)	an individual whose net income before taxes exceeded $200,000 in each of the two most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the two most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year,
(l)	an individual who, either alone or with a spouse, has net assets of at least $5,000,000,
(m)	a person, other than an individual or investment fund, that has net assets of at least $5,000,000 as shown on its most recently prepared financial statements,
(n)	an investment fund that distributes or has distributed its securities only to,
	(i)	a person that is or was an accredited investor at the time of the distribution,
	(ii)	a person that acquires or acquired securities in the circumstances referred to in sections 2.10 [Minimum amount investment] and 2.19 [Additional investment in investment funds] of NI 45-106, or

	(iii)	a person described in paragraph (i) or (ii) immediately above that acquires or acquired securities under section 2.18 [Investment fund reinvestment] of NI 45- 106,
(o)	an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Quebec, the securities regulatory authority, has issued a receipt,
(p)	a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be,
(q)	a person acting on behalf of a fully managed account managed by that person, if that person:
	(i)	is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction, and
	(ii)	in Ontario, is purchasing a security that is not a security of an investment fund,
(r)	a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded,
(s)	an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (d) or paragraph (i) in form and function,
(t)	a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors,
(u)	an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser, or
(v)	a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Quebec, the regulator as an accredited investor, or an exempt purchaser in Alberta or British Columbia after NI 45-106 came into force.

NOTE: The investor must initial or place a check-mark beside the portion of the above definition applicable to the investor.

For the purposes hereof:

(a)	“Canadian financial institution” means
	(i)	an association governed by the Cooperative Credit Associations Act (Canada) or a central cooperative credit society for which an order has been made under section 473(1) of the Cooperative Credit Associations Act (Canada), or
	(ii)	a bank, loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial services cooperative, or league that, in each case, is authorized by an enactment of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction of Canada;

(b)	“control person” has the meaning ascribed to that term in securities legislation except in Manitoba, Ontario, Quebec, Nova Scotia, Newfoundland and Labrador, Prince Edward Island, the Northwest Territories and Nunavut where “control person” means any person that holds or is one of a combination of persons that hold
	(i)	a sufficient number of any of the securities of an issuer so as to affect materially the control of the issuer, or
	(ii)	more than 20% of the outstanding voting securities of an issuer except where there is evidence showing that the holding of those securities does not affect materially the control of that issuer;
(c)	“eligibility adviser” means
	(i)	a person that is registered as an investment dealer and authorized to give advice with respect to the type of security being distributed, and
	(ii)	in Saskatchewan or Manitoba, also means a lawyer who is a practising member in good standing with a law society of a jurisdiction of Canada or a public accountant who is a member in good standing of an institute or association of chartered accountants, certified general accountants or certified management accountants in a jurisdiction of Canada provided that the lawyer or public accountant must not:
		(A)	have a professional, business or personal relationship with the issuer, or any of its directors, executive officers, founders or control persons, and
		(B)	have acted for or been retained personally or otherwise as an employee, executive officer, director, associate or partner of a person that has acted for or been retained by the issuer or any of its directors, executive officers, founders or control persons within the previous 12 months;
(d)	“executive officer” means, for an issuer, an individual who is
	(i)	a chair, vice-chair or president,
	(ii)	a vice-president in charge of a principal business unit, division or function including sales, finance or production, or
	(iii)	performing a policy-making function in respect of the issuer;
(e)	“financial assets” means (i) cash, (ii) securities or (iii) a contract of insurance, a deposit or an evidence of a deposit that is not a security for the purposes of securities legislation;
(f)	“founder” means, in respect of an issuer, a person who,
	(i)	acting alone, in conjunction or in concert with one or more persons, directly or indirectly, takes the initiative in founding, organizing or substantially reorganizing the business of the issuer, and
	(ii)	at the time of the trade is actively involved in the business of the issuer;
(g)	“fully managed account” means an account of a client for which a person makes the investment decisions if that person has full discretion to trade in securities for the account without requiring the client’s express consent to a transaction;
(h)	“investment fund” has the meaning ascribed thereto in National Instrument 81-106 - Investment Fund Continuous Disclosure;

(i)	“person” includes
	(i)	an individual,
	(ii)	a corporation,
	(iii)	a partnership, trust, fund and an association, syndicate, organization or other organized group of persons, whether incorporated or not, and
	(iv)	an individual or other person in that person’s capacity as a trustee, executor, administrator or personal or other legal representative;
(j)	“related liabilities” means
	(i)	liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets, or
	(ii)	liabilities that are secured by financial assets;
(k)	“spouse” means, an individual who,
	(i)	is married to another individual and is not living separate and apart within the meaning of the Divorce Act (Canada), from the other individual,
	(ii)	is living with another individual in a marriage-like relationship, including a marriage-like relationship between individuals of the same gender, or
	(iii)	in Alberta, is an individual referred to in paragraph (i) or (ii) immediately above or is an adult interdependent partner within the meaning of the Adult Interdependent Relationships Act (Alberta); and
(l)	“subsidiary” means an issuer that is controlled directly or indirectly by another issuer and includes a subsidiary of that subsidiary;

Affiliated Entities and Control

1.	An issuer is considered to be an affiliate of another issuer if one of them is the subsidiary of the other, or if each of them is controlled by the same person.
2.	A person (first person) is considered to control another person (second person) if
	(a)	the first person, directly or indirectly, beneficially owns or exercises control or direction over securities of the second person carrying votes which, if exercised, would entitle the first person to elect a majority of the directors of the second person, unless the first person holds the voting securities only to secure an obligation,
	(b)	the second person is a partnership, other than a limited partnership, and the first person holds more than 50% of the interests in the partnership, or
	(c)	the second person is a limited partnership and the general partner of the limited partnership is the first person.

All monetary references are in Canadian Dollars.

SCHEDULE E

DECLARATION FOR REMOVAL OF LEGEND

To:     The registrar and transfer agent for the Common Shares and Warrants of

BE Resources Inc. (the “Company”)

The undersigned (A) acknowledges that the sale of _________________, represented by certificate number ________________, to which this declaration relates, has been made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the “1933 Act”), and (B) certifies that (1) the undersigned is not an “affiliate” (as defined in Rule 405 under the 1933 Act) of the Company; (2) the offer of such securities was not made to a person in the United States and either (a) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believe that the buyer was outside the United States, or (b) the transaction was or is being executed in, on or through the facilities of the TSX Venture Exchange, and neither the seller nor any person acting on its behalf knows that the transaction was prearranged with a buyer in the United States; (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts in connection with the offer and sale of such securities; (4) the sale is bona fide and not for the purpose of “washing off” the resale restrictions imposed because the securities are “restricted securities” (as such term is defined in Rule 144(a)(3) under the 1933 Act); (5) the seller does not intend to replace such securities with fungible unrestricted securities; and (6) the contemplated sale is not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S under the 1933 Act, is part of a plan or scheme to evade the registration provisions of the 1933 Act. Terms used herein have the meanings given to them by Regulation S under the 1933 Act.

By:___________________________	Date:
Signature
___________________________
Name (please print)

EX-99.1

Exhibit 99.1

June 18, 2010 Symbol: BER (TSXV)

BE Resources Completes $3 Million Private Placement

TORONTO, ONTARIO – BE Resources Inc. (TSXV: BER) (“BE” or the “Company”) is pleased to announce it has successfully completed a brokered private placement of 10,000,000 units of the Company (the “Units”) at a price of $0.30 per Unit, for aggregate gross proceeds of $3,000,000. Each Unit is comprised of one common share in the capital of the Company (a “Common Share”) and one-half of one Common Share purchase warrant (a “Warrant”). Each full Warrant entitles the holder to purchase one Common Share at an exercise price of $0.50 per Common Share for a period of two years from the closing of the private placement, subject to earlier expiry or adjustment in certain circumstances. The Units were offered through MGI Securities Inc. (“MGI”) of Toronto, Ontario as agent.

In connection with the sale of the Units, the Company paid a cash commission equal to 8% of the gross proceeds and issued compensation options to MGI and other selling group members to purchase up to the number of Units equal to 10% of the brokered portion of the private placement at a price of $0.30 per Unit for a period of 24 months from the closing of the private placement.

The proceeds of the private placement will be used by the Company to fund drilling activities at its Warm Springs property and for general working capital purposes.

“The proceeds of this private placement will help us advance the exploration and development of the Company’s Warm Springs beryllium project in New Mexico.” said David Tognoni, President of BE Resources Inc. “BE would like to thank MGI and the selling group for all their efforts in concluding a successful private placement.” said Tognoni.

The securities issued under this private placement will be subject to a four month hold period, expiring October 19, 2010, under applicable Canadian securities legislation.

The securities sold by the Company have not been registered under the US Securities Act of 1933, as amended, and may not be offered or sold in the US absent registration or an exemption from the registration requirements.

For further information:

David Tognoni, President & CEO
P.O. Box 682
Elephant Butte, New Mexico
87935
Tel: 575-744-4014

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES