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) September 6, 2011

BE Resources Inc.
(Exact name of registrant as specified in its charter)

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

13 Vista del Fuego, Elephant Butte, New Mexico 87935
(Address of principal executive offices) (Zip Code)

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

N/A
(Former name or former address, if changed since last report.)

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 (See General Instruction A.2. below):

[   ]   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.
Item 3.02 Unregistered Sales of Equity Securities.

On September 6, 2011, BE Resources Inc. (the “Company”) completed a private placement of 10,000,000 units of the Company (the “Units”) at a price of Cdn$0.10 per Unit, for aggregate gross proceeds of Cdn$1,000,000. Each Unit is comprised of one common share in the capital of the Company and one-half of one common share purchase warrant. Each full warrant entitles the holder to purchase one common share at an exercise price of US$0.20 per share for a period of two years, subject to earlier expiry or adjustment in certain circumstances.

In connection with the sale of the Units, the Company paid a cash finder’s fee equal to $41,000 and issued finder’s warrants for the purchase of up to 656,000 common shares at a price of US$0.11 per share for a period of two years, subject to earlier expiry or adjustment in certain circumstances.

The Units were sold in reliance upon the exclusion from registration provided by Regulation S under the United States Securities Act of 1933, as amended.

A copy of the form of subscription agreement and form of warrant are attached hereto as Exhibits 10.1 and 10.2, respectively. A copy of the Company’s press release disclosing the issuance of the securities described above is attached hereto as Exhibit 99.1. The proceeds of the sale of Units will be used by the Company to fund drilling activities at its Warm Springs property and for general working capital purposes.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with his appointment as President, Chief Executive Officer and a director of the Company as reported in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 30, 2011, Jon Pereira was granted stock options to purchase 1,500,000 of the Company’s common shares on September 9, 2011. These options were granted under the BE Resources Inc. Stock Option Plan (the “Plan”) and have an exercise price of US$0.23 and expire on September 9, 2016.

Item 8.01 Other Events

On September 9, 2011, David Tognoni, Chief Operating Officer and director of the Company, and Edward Godin and Robert Lufkin, directors of the Company, were each granted stock options to purchase 100,000 of the Company’s common shares. The exercise price of the options is US$0.23 per share and the options expire on September 9, 2016.

A copy of the Company’s press release disclosing the grants of options discussed in this Item 8.01 and in Item 5.02 above is attached hereto as Exhibit 99.2.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1	Form of Subscription Agreement
10.2	Form of Warrant
99.1	Press Release, dated September 6, 2011
99.2	Press Release, dated September 9, 2011

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BE RESOURCES INC.

Date: September 12, 2011	By: /s/ Carmelo Marrelli
	Name:	Carmelo Marrelli
	Title:	Chief Financial Officer

 

EX-10.1

Exhibit 10.1

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.

THE SECURITIES OFFERED HEREUNDER HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE U.S. SECURITIES ACT.

INSTRUCTIONS

All Subscribers:

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

Canadian Subscribers only:

Also complete and sign Schedule C 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 Cdn$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 September 9, 2011 to DSA Corporate Services Inc. at 50 Richmond Street East, Suite 101, Toronto Ontario, M5C 1N7, Attention: Shaun Drake (Tel: (416) 848-7744, Fax: (416) 848-0790, email: sdrake@dsacorp.ca).

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 Cdn$0.10 per Unit (the “Purchase Price”). Each Unit is comprised of one share of common stock in the capital of the Corporation (a “Common Share”) and one-half of one common stock purchase warrant of the Corporation, each whole warrant (a “Warrant”) being exercisable to acquire one Common Share at an exercise price of U.S.$0.20 per Common Share for a period of 24 months after 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 Common Shares on the Stock 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 Cdn$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.

The Corporation and the undersigned further agree that Cdn$0.09 of the Purchase Price will be allocated to the Common Share comprising part of each Unit and that Cdn$0.01 of the Purchase Price will be allocated to the one-half of one Warrant comprising part of each Unit.

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1.	Definitions
	(a)	Definitions: In this Agreement, unless the context otherwise requires:
		(i)	“Agreement” means this subscription agreement, including all schedules, as the same may be amended, supplemented or restated from time to time;
		(ii)	“Business Day” means a day on which Canadian chartered banks are open for the transaction of regular business in the City of Toronto, Ontario;
		(iii)	“Closing” means the closing of the purchase and sale of the Offered Securities;
		(iv)	“Closing Date” means September 15, 2011 or such other date as the Corporation may determine but in any event no later than the Outside Date or such earlier date as may be prescribed by the Stock Exchange;
		(v)	“Common Share” has the meaning ascribed to such term on the face page hereof;
		(vi)	“Corporation” has the meaning ascribed to such term on the face page hereof;
		(vii)	“Dollar” or “$” means a dollar of lawful money of Canada;
		(viii)	“Information” means all information regarding the Corporation that is, or becomes, publicly available, 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;
		(ix)	“NI 45-106” means National Instrument 45-106 – Prospectus and Registration Exemptions of the Canadian Securities Administrators;
		(x)	“Offered Securities” means the up to 10,000,000 Units offered for sale by the Corporation;
		(xi)	“Offering” means the offering of the Offered Securities;
		(xii)	“Offering Jurisdictions” means each of the provinces and territories of Canada and such other jurisdictions as may be determined by the Corporation where the Offered Securities are offered to prospective purchasers, as the context permits or requires, collectively;
		(xiii)	“Outside Date” means September 22, 2011;
		(xiv)	“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;

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(xv)	“Purchase Price” has the meaning ascribed to such term on the face page hereof;
(xvi)	“Purchased Securities” means the Offered Securities purchased by the Subscriber;
(xvii)	“Regulation D” means Regulation D under the U.S. Securities Act;
(xviii)	“Regulation S” means Regulation S under the U.S. Securities Act;
(xix)	“Reporting Jurisdictions” means British Columbia, Alberta and Ontario collectively;
(xx)	“SEC” means the United States Securities and Exchange Commission;
(xxi)	“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;
(xxii)	“Stock Exchange” means the TSX Venture Exchange;
(xxiii)	“Subject Shares” means the Unit Shares and the Warrant Shares, collectively;
(xxiv)	“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;
(xxv)	“Units” means the units of the Corporation being offered for sale by the Corporation pursuant to the Offering, each Unit being comprised of one Common Share and one-half of one Warrant;
(xxvi)	“Unit Shares” means the Common Shares comprising part of the Units;
(xxvii)	“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;
(xxviii)	“U.S.$” or “U.S. Dollars” means a dollar of lawful money of the United States;
(xxix)	“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 "accredited investors" (as defined in Rule 501(a) of Regulation D) who are not natural persons, estates or trusts;

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(xxx)	“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;
(xxxi)	“U.S. Securities Act” means the United States Securities Act of 1933, as amended;
(xxxii)	“Warrant Certificates” means the certificates representing the Warrants;
(xxxiii)	“Warrant Shares” means the Common Shares issuable upon the exercise of the Warrants; and
(xxxiv)	“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 to DSA on behalf of the Corporation and in any event no later than 1:00 p.m. (Toronto time) on September 9, 2011:

(a)	Schedule A, an information sheet and, to the extent required, Appendix A to Schedule A, being Form 4C in the form required by the Stock Exchange;
(b)	Schedule B, 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 Cdn$150,000 of Units), Schedule C, 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:

(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 C attached hereto, as applicable, to DSA on behalf of 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;

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(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;
(d)	on or prior to the Closing Date, receipt by DSA on behalf of the Corporation of subscriptions for the Offered Securities in an aggregate amount of at least Cdn$500,000 together with such bank drafts, certified cheques or other forms of immediately available funds for such subscriptions payable to the Corporation (the “Minimum Subscription”); and
(d)	all necessary regulatory approvals including acceptance of the Offering by the Stock Exchange 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, must 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.

In the event that the Minimum Subscription has not been met by the Outside Date or the Corporation determines that the Minimum Subscription will not be met by the Outside Date, this Agreement shall terminate and the certified cheque, bank draft or other form of immediately available funds shall, where applicable, be returned to the Subscriber within five Business Days of the earlier to occur of the Outside Date or the date on which the Corporation determines that the Minimum Subscription will not be met by the Outside Date.

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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 Canadian counsel to the Corporation at Suite 1600, 1 First Canadian Place, 100 King Street West, Toronto, ON M5X 1G5 at 10:00 am (Toronto time), on the Closing Date.

Certificates representing the Purchased Securities will be available for delivery to you against payment to the Corporation of the amount of the Purchase Price for the Purchased Securities in freely transferable Canadian funds.

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 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 the Warrant Shares to reflect the applicable restricted period and statutory hold period to which the Unit Shares, the Warrants and 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;
(c)	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 the Corporation’s counsel are acting solely as counsel to the Corporation and not as counsel to the Subscriber;

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(d)	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;
	(ii)	the common law may not provide you or, if applicable, others for 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;
(e)	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 Unit Shares or the Warrants comprising the Units; and
(f)	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 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.

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(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.
(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 are acting as counsel to the Corporation 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 or (B) require the Corporation to prepare and file a prospectus, registration statement or similar document or to register the Units, the Unit Shares, the Warrants or the Warrant Shares; and (iii) will provide such evidence of compliance with all such matters as the Corporation 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;

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(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 of executing this Agreement, you are, and, if applicable, any beneficial purchaser for whom you are contracting hereunder is, 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;
(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 Units, Unit Shares, Warrants and Warrant Shares have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, and may not be offered or sold in the United States or to, or for the account or benefit of, 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 the Offered 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 Unit Shares, Warrants or the Warrant Shares other than to or for the account or benefit of a non-U.S. Person and in compliance with Regulation S;
(o)	Neither the Subscriber nor any beneficial purchaser for whom you are contracting hereunder will offer, sell or otherwise dispose of the Purchased Securities or the Warrant Shares in the United States or to, or for the account or benefit of, 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 or the Warrant Shares absent compliance with the foregoing;

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(p)	The Subscriber, and if applicable, any beneficial purchaser for whom you are contracting hereunder, acknowledges and agrees that the Unit Shares, Warrants and the Warrant Shares will be “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act and will remain “restricted securities” notwithstanding any resale within or outside the United States unless the sale is completed pursuant to an effective registration statement under the U.S. Securities Act or in accordance with Rule 144 under the U.S. Securities Act; the Subscriber acknowledges that the Unit Shares, Warrants and Warrant Shares will be subject to a minimum hold period of at least six (6) months under Rule 144, and that the hold period on the Warrant Shares commences on the date of exercise of the Warrants and not on acquisition of the Warrants on the Closing Date; the Subscriber acknowledges that it has been advised to obtain independent legal and professional advice on the requirements of Rule 144, and that the Subscriber has been advised that resales of the Unit Shares, Warrants and Warrant Shares may be made only under certain circumstances; the Subscriber understands that to the extent that Rule 144 is not available, the Subscriber will be unable to sell any Unit Shares, Warrants or Warrant Shares without either registration under the U.S. Securities Act or the existence of another exemption from such registration requirement, and in all cases pursuant to exemptions from applicable securities laws of any state of the United States;
(q)	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;
(r)	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;
(s)	The Subscriber (and, if applicable, others for whom it is contracting hereunder) is not:
	(i)	a licensed broker or dealer in the United States,
	(ii)	an affiliate of a licensed broker or dealer in the United States,
	(iii)	acting as an underwriter (as that term is defined in Section 2(11) of the U.S. Securities Act) in respect of the Unit Shares, Warrants or the Warrant Shares, or
	(iv)	an affiliate of any person that is acting as an underwriter (as that term is defined in Section 2(11) of the U.S. Securities Act) in respect of the Unit Shares, Warrants or the Warrant Shares;

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(t)	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;
(u)	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;
(v)	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;
(w)	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 the Corporation may be required by law to disclose the identity of each beneficial purchaser for whom you are contracting hereunder;
(x)	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;
(y)	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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(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 Corporation is 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 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 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, 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 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 in connection with the performance of their professional services;
	(vii)	for disclosure to any person where such disclosure is necessary for legitimate business reasons and is made with your prior written consent;

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	(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;
(aa)	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

(bb)	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 A, 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;
	(iv)	to conduct enforcement proceedings; and

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(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:

(vi)	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
(vii)	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
	(cc)	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 Cdn$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 C 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 Cdn$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 Cdn$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

“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].”

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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 Subscriber 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) IN COMPLIANCE WITH RULE 144 OR 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, (C) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR (D) 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 pursuant to Rule 144 under the U.S. Securities Act or in 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.

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The Corporation shall not register, or permit its transfer agent to register, any transfer of the Unit Shares, Warrants or Warrant Shares not made in accordance with Regulation S, pursuant to registration under the U.S. Securities Act, or pursuant to an available exemption from such registration.

The certificates representing the Warrants, and all certificates issued in exchange therefor or in substitution thereof, shall bear the following U.S. legend:

THESE WARRANTS AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE WARRANTS HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THESE WARRANTS MAY NOT BE EXERCISED BY OR ON BEHALF OF A U.S. PERSON OR A PERSON IN THE UNITED STATES UNLESS THE SECURITIES ISSUABLE UPON EXERCISE OF THESE WARRANTS HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. HEDGING TRANSACTIONS INVOLVING THE WARRANTS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE U.S. SECURITIES ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.

The Corporation will make a notation on its records or give instructions to any registrar and transfer agent of the Unit Shares, Warrants, or Warrant Shares, as applicable, in order to implement the restrictions on transfer described herein.

6. Covenants

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

(a)	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.
(b)	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.
(c)	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.
(d)	Use of Proceeds Amount: The Corporation intends to use the net proceeds of the Offered Securities as follows, assuming minimum gross proceeds of Cdn$500,000:
	(i)	completing reclamation and obtaining bonds in connection with the drilling program at Warm Springs;
	(ii)	completing four drill holes at Warm Springs of a depth between 100ft and 200ft each; and
	(iii)	for working capital and general corporate purposes.

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7. Finders' Fees

You acknowledge that the Corporation may pay a cash finders' fee equal to 5% of the gross proceeds of the offering and, subject to the approval of the Stock Exchange, finders' warrants exercisable at U.S.$0.11 per share for a period of 24 months after the Closing Date to acquire that number of Common Shares of the Corporation as is equal to 8% of the aggregate number of Common Shares issued in the offering, or warrants having such other terms as may be approved by the Stock Exchange. In the event that after four months and one day after the Closing Date, the closing price of the Common Shares on the Stock Exchange (or such other stock exchange on which the Common Shares are listed and where a majority of the trading volume occurs), for a period of ten (10) consecutive trading days equals or exceeds Cdn$0.75 per Common Share, the Corporation may, within five (5) days after such an event, provide notice to the holders of finders’ warrants of early expiry of the warrants held by each 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 holders of such warrants.

8.	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.
	(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.
		13 Vista del Fuego, Box 684
		Elephant Butte, New Mexico
		87935 USA

Attention:	David Q. Tognoni
Telecopier:	(575) 744-4460

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	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.
(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 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.

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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.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

EXECUTION PAGES

UNITS

TO: BE RESOURCES 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 ___________, 2011.

Number of Units to be purchased at Cdn$0.10 each:
Aggregate Purchase Price:
Cdn$
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 ___________, 2011.

BE RESOURCES INC.

By:

Authorized Signing Officer

Schedule A

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 A 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 A

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 Cdn$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 B

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 C

ALL CANADIAN SUBSCRIBERS

IF YOUR SUBSCRIPTION PRICE EXCEEDS CDN$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.

CERTIFICATE

In connection with the purchase of units (the “Purchased Securities”) of BE Resources 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: ________________________, 2011.

	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 C

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 Cdn$1,000,000,
(k)	an individual whose net income before taxes exceeded Cdn$200,000 in each of the two most recent calendar years or whose net income before taxes combined with that of a spouse exceeded Cdn$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 Cdn$5,000,000,
(m)	a person, other than an individual or investment fund, that has net assets of at least Cdn$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.

EX-10.2

Exhibit 10.2

WARRANT CERTIFICATE

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE JANUARY 7, 2012.

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 “U.S. SECURITIES ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO BE RESOURCES INC. (THE “COMPANY”), (B) IN COMPLIANCE WITH RULE 144 OR 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, (C) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. 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 U.S. SECURITIES ACT.

THESE WARRANTS AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE WARRANTS HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THESE WARRANTS MAY NOT BE EXERCISED BY OR ON BEHALF OF A U.S. PERSON OR A PERSON IN THE UNITED STATES UNLESS THE SECURITIES ISSUABLE UPON EXERCISE OF THESE WARRANTS HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. HEDGING TRANSACTIONS INVOLVING THE WARRANTS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE U.S. SECURITIES ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.

EXERCISABLE ONLY PRIOR TO 5:00 P.M., TORONTO TIME, ON SEPTEMBER 6, 2013 UNLESS ACCELERATED IN ACCORDANCE WITH THE TERMS HEREOF, AFTER WHICH TIME THESE WARRANTS SHALL BE NULL AND VOID

SERIES 2011 – I
WARRANT TO PURCHASE COMMON SHARES OF BE RESOURCES INC.

	Number of warrants
	represented by this
Certificate Number 2011 - I - 001	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.

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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. 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 13 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;
(f)	“Exercise Price” means U.S.$0.20 per Common Share, unless such price shall have been adjusted in accordance with the provisions of Section 13, 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 September 6, 2013, provided that in the event that after January 7, 2012, 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 (10) consecutive Trading Days, the Company may, within five (5) days of the last day of any such ten (10) 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 (21) days after the date of the Early Expiration Notice; and (ii) 5:00 p.m., Toronto time, on September 6, 2013; in which case the “Expiry Time” shall thereafter mean the time and date specified in such notice;

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(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;
(m)	“Trading Day” means a day on which the TSX Venture Exchange is open for business;
	and
(n)	“United States” means the United States of America, its territories and possessions, any State of the United States and the District of Columbia; and
(o)	“U.S. Person” means a “U.S. person” as defined in Regulation S under the U.S. Securities Act. Without limiting the foregoing, but for greater clarity in this Warrant certificate, a U.S. Person includes, subject to the exclusions set forth in Regulation S under the U.S. Securities Act, (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 "accredited investors" (as defined in Rule 501(a) of Regulation D under the U.S. Securities Act) who are not natural persons, estates or trusts.
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.

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3. Exercise Procedure

(a)	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:
	(i)	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
	(ii)	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 (i) and (ii) shall be deemed to be surrendered only upon delivery thereof to the Company at its principal office in the manner provided in Section 28 hereof.

(b)	In connection with the exercise of the Warrants, the Holder will be required to:
	(i)	Represent that (i) the Holder was the original purchaser in the Company’s private placement of securities in which the Warrants were issued (the “Private Placement”), (ii) the Holder is not in the United States or a U.S. Person, and is not purchasing the Common Shares for the account or for the benefit of a person in the United States or a U.S. Person, (iii) the Subscription Form was not executed or delivered in the United States, (iv) the Holder is not acquiring the Common Shares as a result of any “directed selling efforts” (as that term is defined in Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”)), and (v) the representations and warranties made to the Company in the Subscription Agreement executed in connection with the Company’s private placement of securities in which the Warrants were issued remain true and correct on the date of execution of the Subscription Form; or
	(ii)	Deliver a written opinion of U.S. counsel or other evidence of exemption satisfactory to the Company to the effect that the Warrants and the Common Shares to be delivered upon exercise hereof are exempt from registration under the U.S. Securities Act.

4. Restricted Securities

The Common Shares issuable upon exercise of this Warrant will be “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act and will remain “restricted securities” notwithstanding any resale within or outside the United States unless the sale is completed pursuant to an effective registration statement under the U.S. Securities Act or in accordance with Rule 144 under the U.S. Securities Act. The Common Shares issuable upon exercise of this Warrant will be subject to a minimum hold period of at least six (6) months under Rule 144 under the U.S. Securities Act, and the hold period on the Common Shares commences on the date of exercise of this Warrant and not on the date of acquisition of the Warrant.

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5. 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.

6. Register of Warrant Holders and Transfer of Warrants

(a)

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” (and, if applicable, the Certificate of Transferee attached thereto), 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.

(b)

The Warrants and Common Shares have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, and may not be offered or sold in the United States or to, or for the account or benefit of, 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. The Holder may not offer, sell or otherwise dispose of the Warrants or the Common Shares in the United States or to, or for the account or benefit of, a U.S. Person unless (A) the Company 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 Securities and Exchange Commission has declared effective a registration statement in respect of such securities, and the Company will refuse to transfer the Warrants or the Common Shares absent compliance with the foregoing.

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(c) In the event the Warrants are offered, sold or otherwise transferred by the Holder to a non-U.S Person prior to the expiration of the “distribution compliance period” specified in Regulation S under the U.S. Securities Act, the transferee must agree not to resell the Warrants except in accordance with the provisions of Regulation S under the U.S. Securities Act, 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.

7. 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.

8. No Fractional Shares

Notwithstanding any adjustments provided for in Section 13 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 8, 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.

9. 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.

10. 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.

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11. Ranking of Warrants

All Series 2011-I warrants shall rank pari passu, notwithstanding the actual date of the issue thereof.

12. 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.
(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.

13. 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).

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(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 13 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 Section 13 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 13(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

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(II) where the event giving rise to the application of this subsection 13(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 13(b)(A)(2)(I), the number of Common Shares outstanding, or
	(2)	in the case described in subparagraph 13(b)(A)(2)(II), the number of Common Shares that would be outstanding if all the Common Shares described in subparagraph 13(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 13, 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.

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To the extent that any adjustment in the Exercise Price occurs pursuant to this Section 13 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 13, 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 8 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.

(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

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(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
(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 13 with respect to the rights and interests thereafter of the Holder to the end that the provisions set forth in this Section 13 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.

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(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 13(a);
	(ii)	the fixing by the Company of a record date for an event referred to in subsection 13(b); or
	(iii)	the fixing by the Company of a record date for an event referred to in subsection 13(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 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 13(e) as a result of a distribution of exchangeable or convertible securities other than Equity Shares referred to in subsection 13(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 13(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 13(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 13(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 13(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 13(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.

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14. Rules Regarding Calculation of Adjustment of Exercise Price

(a)	The adjustments provided for in Section 13 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 14.
(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 13, other than the events referred to in clauses 13(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.
(d)	No adjustment in the Exercise Price will be made under Section 13 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 13, 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 13, 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.

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(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 13, 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 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 13(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.

15.

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.

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(b) Whenever the conditions of subsection 15(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.

16. 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.

17. 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.

18. 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.

19. 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.

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20. 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.

21. 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
(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.

22. 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.

23. 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.

24. 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.

25. 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.

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26. 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”.

27. 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.

28. 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 6 hereof; and
(ii)	to the Company at:
	50 Richmond Street East
	Suite 101
	Toronto ON
	M5C 1N7
	Attention: Carmelo Marrelli
	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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29. 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 September, 2011.

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.

In connection with the exercise of the Warrants represented by 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 securities in which the Warrants were issued (the “Private Placement”), (ii) it is not in the United States or a U.S. person, and it is not purchasing the Common Shares for the account or for the benefit of a person in the United States or a U.S. person, (iii) this Subscription Form was not executed or delivered in the United States, (iv) it is not acquiring the Common Shares as a result of any “directed selling efforts” (as that term is defined in Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”)), and (v) the representations and warranties made to the Company in the Subscription Agreement executed in connection with the Private Placement remain true and correct on the date of execution of this Subscription Form; or
[   ]	2.	The undersigned is delivering a written opinion of U.S. counsel or other evidence of exemption satisfactory to the Company to the effect that the Warrants and the Common Shares to be delivered upon exercise hereof are exempt from registration under the U.S. Securities Act.

“United States” and “U.S. person” are as defined in Regulation S under the U.S. Securities Act.

The undersigned holder understands that the Common Shares issuable upon exercise of the Warrants will be “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act and will remain “restricted securities” notwithstanding any resale within or outside the United States unless the sale is completed pursuant to an effective registration statement under the U.S. Securities Act or in accordance with Rule 144 under the U.S. Securities Act. The Common Shares issuable upon exercise of the Warrants will be subject to a minimum hold period of at least six (6) months under Rule 144 under the U.S. Securities Act, and the hold period on the Common Shares commences on the date of exercise of the Warrants and not on the date of acquisition of the Warrants.

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

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO BE RESOURCES INC. (THE “COMPANY”), (B) IN COMPLIANCE WITH RULE 144 OR 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, (C) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. 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.”

provided, that, if any such securities are being sold pursuant to Rule 144 under the U.S. Securities Act or in 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 January 7, 2012:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE JANUARY 7, 2012.”

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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SCHEDULE “B”

FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned (the “Transferor”) 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 Transferor on the records of the Company represented by the within Warrant 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.

In connection with the transfer of the Warrants, the undersigned Transferor represents as follows (Please check the ONE box applicable):

[  ]	1.	The Transferor reasonably believes that the Transferee is not in the United States or a U.S. person or acquiring the Warrants for the account or benefit of a person in the United States or a U.S. person; or
[  ]	2.	The Company has consented to the transfer and the transfer is being 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, and the undersigned has provided an opinion or other evidence of exemption (which accompanies this Form of Transfer), in form and substance reasonably satisfactory to the Company, to such effect; or
[  ]	3.	The Securities and Exchange Commission has declared effective a registration statement in respect of resales of the Warrants.

“United States” and “U.S. person” are as defined in Regulation S under the U.S. Securities Act.

In the case of transfers pursuant to Box 1 or Box 2 above, the Form of Transfer must be accompanied by a Certificate of Transferee, in the form attached hereto.

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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CERTIFICATE OF TRANSFEREE

In connection with the transfer of the __________ warrants (the “Warrants”) of BE Resources Inc. (the “Company”) being transferred to the undersigned transferee (the “Transferee”), the Transferee represents and agrees as follows (Please check the ONE box applicable):

[  ]	1.	(A) The Transferee is not in the United States or a U.S. person or acquiring the Warrants for the account or benefit of a person in the United States or a U.S. person, (B) if the transfer of the Warrants is prior to the expiration of the distribution compliance period specified in Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), the Transferee agrees not to resell the Warrants or the common shares of the Company issuable upon exercise of the Warrants (the “Common Shares”) except in accordance with the provisions of Regulation S under the U.S. Securities Act, pursuant to registration under the U.S. Securities Act, or pursuant to an available exemption from such registration, and further agrees not to engage in hedging transactions with regard to the Warrants or the Common Shares unless in compliance with the U.S. Securities Act, and (C) the Transferee agrees that it will not, during the distribution compliance period described in Regulation S under the U.S. Securities Act, act as a “distributor” (as such term is defined in Regulation S under the U.S. Securities Act); or
[  ]	2.	The transfer is being 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, and an opinion or other evidence of exemption to such effect has been provided to the Company.

“United States” and “U.S. person” are as defined in Regulation S under the U.S. Securities Act.

The Transferee acknowledges and agrees that the Warrants will be “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act unless the sale is completed pursuant to an effective registration statement under the U.S. Securities Act or in accordance with Rule 144 under the U.S. Securities Act. The Transferee acknowledges that the Common Shares will be “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act and will be subject to a minimum hold period of at least six (6) months under Rule 144 under the U.S. Securities Act, and that the hold period on the Common Shares commences on the date of exercise of the Warrants and not on the date of acquisition or transfer of the Warrants. The Transferee acknowledges that it has been advised to obtain independent legal and professional advice on the requirements of Rule 144 under the U.S. Securities Act, and that the Transferee has been advised that resales of the Warrants and Common Shares may be made only under certain circumstances. The Transferee understands that to the extent that Rule 144 under the U.S. Securities Act is not available, the Transferee will be unable to sell any Warrants or Common Shares without either registration under the U.S. Securities Act or the existence of another exemption from such registration requirement, and in all cases pursuant to exemptions from applicable securities laws of any state of the United States.

DATED the __________________day of ______,  20__ .

Signature Guaranteed (Signature of Transferee of the Warrants)

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EX-99.1

September 6, 2011 Symbol: BER (TSXV)

BE Resources Completes $1 Million Private Placement

TORONTO, ONTARIO – BE Resources Inc. (TSXV: BER) (“BE” or the “Company”) is pleased to announce it has completed a private placement of 10,000,000 units of the Company (the “Units”) at a price of $0.10 per Unit, for aggregate gross proceeds of $1,000,000. Each Unit is comprised of one common share in the capital of the Company and one-half of one common share purchase warrant. Each full warrant entitles the holder to purchase one common share at an exercise price of US$0.20 per share for a period of two years, subject to earlier expiry or adjustment in certain circumstances.

In connection with the sale of the Units, the Company paid a cash finder’s fee equal to $41,000 and issued finder’s warrants for the purchase of up to 656,000 common shares at a price of US$0.11 per share for a period of two years, subject to earlier expiry or adjustment in certain circumstances.

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 securities issued under this private placement as well as the common shares issued on exercise of the warrants and finder’s warrants will be subject to a four month hold period expiring January 7, 2012 under applicable Canadian securities legislation.

The securities sold by the Company have not been registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and may not be offered or sold in the United States absent registration under the U.S. Securities Act or an exemption from such registration requirements. The common shares, warrants and the common shares issuable upon exercise of the warrants will be “restricted securities” within the meaning of Rule 144 under the U.S. Securities Act and will remain “restricted securities” notwithstanding any resale within or outside the United States unless the sale is completed pursuant to an effective registration statement under the U.S. Securities Act or in accordance with Rule 144.

Cautionary Statements

Certain statements contained in this news release may contain forward-looking information within the meaning of United States and Canadian securities laws. Such forward-looking information is identified by words such as “estimates”, “intends”, “plans”, “expects”, “believes”, “may” and “will” and include, without limitation, statements regarding the use of proceeds. There can be no assurance that such statements will prove to be accurate; actual results and future events could differ materially from such statements. Factors that could cause actual results to differ materially include, among others, regulatory hurdles. Reference is made to the risk factors contained in the Company’s annual report on Form 10-K for the year ended December 31, 2010. Most of these factors are outside the control of the Company. Investors are cautioned not to put undue reliance on forward-looking information. Except as otherwise required by applicable securities statutes or regulation, the Company expressly disclaims any intent or obligation to update publicly forward-looking information, whether as a result of new information, future events or otherwise.

For further information:

Jon Pereira, President & CEO
50 Richmond Street East, Suite 101
Toronto, Ontario
Tel: (416) 200-7200

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.

EX-99.2

September 9, 2011 Symbol: BER (TSXV)

BE Resources Grants Options

TORONTO, ONTARIO – BE Resources Inc. (TSXV: BER) (“BE” or the “Company”) announced that it has granted options to purchase up to an aggregate of 1,800,000 common shares of the Company to directors and officers. These options are exercisable at US$0.23 per share and will expire on September 9, 2016.

For further information:

Jon Pereira, President & CEO
50 Richmond Street East, Suite 101
Toronto, Ontario
Tel: (416) 200-7200

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.