BE Resources Inc. - FORM 10-Q - November 10, 2010

Attached files

file	filename
EX-32 - EXHIBIT 32 - BE Resources Inc.	exhibit32.htm
EX-31.1 - EXHIBIT 31.1 - BE Resources Inc.	exhibit31-1.htm
EX-31.2 - EXHIBIT 31.2 - BE Resources Inc.	exhibit31-2.htm

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

FORM 10-Q

(Mark One)

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 30, 2010

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT

For the transition period from _______ to ______

Commission File Number: 000-53811

BE RESOURCES INC.
(Exact Name of Registrant as Specified in its Charter)

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

107 Hackney Circle, Elephant Butte, New Mexico, 87935
(Address of Principal Executive Offices) (Zip Code)

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

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [ X ] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to post such files).

Yes [ ] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ ]	Smaller reporting company [ X ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [ ] No [ X ]

Number of common shares outstanding at November 9, 2010: 43,593,258

BE Resources Inc.
Index

Part I: FINANCIAL INFORMATION

Item 1.	Financial Statements	2

	Balance Sheets at September 30, 2010 (unaudited) and December 31, 2009	2

	Statements of Operations for the three and nine months ended September 30, 2010 and 2009, and for the period from inception (February 3, 2004) to September 30, 2010 (unaudited)	3

	Statements of Cash Flows for the three and nine months ended September 30, 2010 and 2009, and for the period from inception (February 3, 2004) to September 30, 2010 (unaudited)	4

	Notes to Financial Statements (unaudited)	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16

Item 4.	Controls and Procedures	21
Part II: OTHER INFORMATION
Item 6.	Exhibits	22

SIGNATURES		22

- 1 -

BE Resources Inc.
(A Continuation of the Operations of Great Western Exploration, LLC)
(An Exploration Stage Entity)
Balance Sheets - Presented in US Dollars
		September 30,			December 31,
		2010			2009
		(Unaudited)
Assets
Current assets
Cash	$	1,210,833		$	570,727
Prepaid expenses, deposits and other receivables		118,755			-
Total current assets		1,329,588			570,727
Mineral rights		110,400			110,400
Reclamation bonds (note 3)		62,670			25,946
Equipment		-			95
Total assets	$	1,502,658		$	707,168
Liabilities
Current liabilities
Accounts payable (note 6)	$	172,880		$	255,826
Accrued liabilities (note 6)		217,076			89,465
Stock option and warrant liabilities (notes 5(b) and (c))		6,927,011			596,500
Total current liabilities		7,316,967			941,791
Asset retirement obligation		12,506			12,506
Total Liabilities		7,329,473			954,297
Commitment and contingencies (note 4)
Shareholders' (deficiency)
Preferred stock, no par value, 10,000,000 authorized,
none issued or outstanding		-			-
Common stock, no par value, 250,000,000 authorized,
42,945,000 and 32,945,000, issued and outstanding,
respectively (note 5(a))		7,434,371			5,636,536
Additional paid-in capital (note 5(d))		1,243,347			232,117
Deficit accumulated during the exploration stage		(14,504,533	)		(6,115,782	)
Total shareholders' (deficiency)		(5,826,815	)		(247,129	)
Total liabilities and shareholders' (deficiency)	$	1,502,658		$	707,168
Going Concern (note 1)

The accompanying notes are an integral part of these unaudited interim financial statements

- 2 -

BE Resources Inc.
(A Continuation of the Operations of Great Western Exploration, LLC)
(An Exploration Stage Entity)
Statements of Operations - Presented in US Dollars
(Unaudited)
														Cumulative
														from inception
		For the 3 months						For the 9 months						(February 3, 2004)
		ended September 30,						ended September 30,						to September 30,
		2010			2009			2010			2009			2010
Revenues	$	-		$	-		$	-		$	-		$	-
Operating expenses
Drilling	$	63,392		$	-		$	63,392		$	-		$	884,763
Geological consulting fees		550,683			1,550			964,262			60,060			1,854,034
Fees, licenses and permits		114,380			118,320			114,240			126,742			569,098
Lease expense		-			-			-			-			72,566
Management and consulting fees		113,629			29,076			288,958			108,633			1,185,826
Office and general		22,616			25,186			125,416			72,033			578,210
Professional fees		81,020			86,519			330,366			185,217			1,099,317
Foreign exchange loss		71,908			33,900			97,358			42,809			401,514
Stock-based compensation (note 5(b))		2,052,518			(27,200	)		2,311,496			(20,276	)		3,027,213
Change in warrant liability (note 5(c))		3,681,500			-			4,013,146			-			4,013,146
Transfer agent and filing fees		3,408			-			48,452			-			104,645
Gain on disposition of equipment		-			-			-			-			(602	)
Travel		5,745			13,338			31,570			25,618			135,039
Depreciation of equipment		-			276			95			830			9,387
Total Expenses		6,760,799			280,965			8,388,751			601,666			13,934,156
Other income and expenses
Interest and accretion expense		-			-			-			-			5,475
Financing costs		-			-			-			-			571,335
Dividend income		-			-			-			-			(6,433	)
Net loss for the period		(6,760,799	)		(280,965	)		(8,388,751	)		(601,666	)		(14,504,533	)
Deficit, beginning of period		(7,743,734	)		(4,957,772	)		(6,115,782	)		(4,637,071	)		-
Deficit, end of period		(14,504,533	)		(5,238,737	)		(14,504,533	)		(5,238,737	)		(14,504,533	)
Net loss per share -
Basic and diluted	$	(0.16	)	$	(0.01	)	$	(0.23	)	$	(0.02	)
Weighted average number of shares outstanding		42,945,000			27,195,000			36,744,087			27,195,000

The accompanying notes are an integral part of these unaudited interim financial statements

- 3 -


BE Resources Inc. (A Continuation of the Operations of Great Western Exploration, LLC) (An Exploration Stage Entity) Statements of Cash Flows - Presented in US Dollars (Unaudited)
													Cumulative
													from inception
		For the 3 months					For the 9 months						(February 3, 2004)
		ended September 30,					ended September 30,						to September 30,
		2010		2009			2010			2009			2010
Cash flow from operating activities
Net loss for the period	$	(6,760,799	) $	(280,965	)	$	(8,388,751)		$	(601,666	)	$	(14,504,533	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		2,052,518		(27,200	)		2,311,496			(20,276	)		3,027,213
Foreign exchange loss		130,800		38,600			76,320			62,100			77,819
Change in warrant liability		3,681,500		-			4,013,146			-			4,013,146
Share issue costs		-		-			87,163			-			87,163
Common shares issued for services		-		-			-			-			60,102
Common shares issued for interest in exploration property		-		-			-			-			11,000
(Gain) on disposition of equipment		-		-			-			-			(602	)
Accretion of asset retirement obligation		-		-			-			-			3,111
Depreciation of equipment		-		276			95			830			9,387
Write off of deferred costs		-		-			-			-			115,684
Increase in asset retirement obligation		-		-			-			-			9,395
Changes in operating assets and liabilities:
(Increase) decrease in prepaid expenses, deposits and other receivables		(2,658	)	1,438			(28,222	)		471			(28,222	)
(Increase) in reclamation bonds		-		-			(36,724	)		-			(62,670	)
Increase in accounts payable and accrued liabilities		11,731		70,347			44,666			103,015			321,655

Net cash (used in) operating activities		(886,908	)	(197,504	)		(1,920,811	)		(455,526	)		(6,860,352	)

Cash flow from investing activities
Purchase of mineral rights		-		-			-			-			(110,400	)
Purchase of equipment		-		-			-			-			(14,535	)
Proceeds from sale of equipment		-		-			-			-			5,750

Net cash (used in) investing activities		-		-			-			-			(119,185	)

The accompanying notes are an integral part of these unaudited interim financial statements

- 4 -

BE Resources Inc.
(A Continuation of the Operations of Great Western Exploration, LLC)
(An Exploration Stage Entity)
Statements of Cash Flows (Continued) - Presented in US Dollars
(Unaudited)
														Cumulative
														from inception
		For the 3 months						For the 9 months						(February 3, 2004)
		ended September 30,						ended September 30,						to September 30,
		2010			2009			2010			2009			2010
Cash flow from financing activities
Issue of common shares and warrants	$	-		$	-		$	2,930,260		$	-		$	9,155,780
Share issue costs		-			-			(369,343	)		-			(1,164,267	)
Deferred transaction costs		-			(31,959	)		-			(61,573	)		(87,505	)
Cash provided by GWE to fund exploration operations		-			-			-			-			286,362
Net cash provided by (used in) financing activities		-			(31,959	)		2,560,917			(61,573	)		8,190,370
Increase (decrease) in Cash		(886,908	)		(229,463	)		640,106			(517,099	)		1,210,833
Cash, beginning of period		2,097,741			235,339			570,727			522,975			-
Cash, end of period	$	1,210,833		$	5,876		$	1,210,833		$	5,876		$	1,210,833
SUPPLEMENTARY INFORMATION
Non-cash investing and financing activities
Common shares issued for interest in mining lease	$	-		$	-		$	-		$	-		$	11,000
Compensation warrants issued for services	$	-		$	-		$	211,300		$	-		$	322,700
Common shares issued for services	$	-		$	-		$	-		$	-		$	60,102
Change in accrued deferred transaction costs	$	-		$	90,506		$	-		$	147,508		$	-
Net liabilities of BE Resources Inc. assumed in connection with the reverse merger transaction	$	-		$	-		$	-		$	-		$	(30,123	)

The accompanying notes are an integral part of these unaudited interim financial statements

- 5 -

BE Resources Inc.
(A Continuation of the Operations of Great Western Exploration, LLC)
(An Exploration Stage Entity)
Notes to Financial Statements - Presented in US Dollars
September 30, 2010
(unaudited)


1.	Nature of Operations, Basis of Presentation and Going Concern

	BE Resources Inc. (the “Company”) was incorporated on August 8, 2007 under the laws of the State of Colorado, U.S.A. for the purpose of acquiring and developing mineral properties believed to be prospective for minerals such as beryllium and other elements in the State of New Mexico, United States. To date, the Company has not earned revenue and its operations have been limited to general administrative operations, obtaining initial capital and initial property staking and investigation, and is considered an Exploration Stage Company in accordance with ASC 915 “Development Stage Entities”.

	These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has an accumulated deficit of $14,504,533 as at September 30, 2010 and a net loss of $8,388,751, net cash flows used in operating activities of $1,920,811 and net cash flows provided by financing activities of $2,560,917 for the nine months ended September 30, 2010. The continuation of the Company as a going concern is dependent upon the continued financial support of its shareholders, the ability of the Company to obtain necessary financing to continue operations and to determine the existence, develop and successfully exploit economically recoverable reserves in its resource properties, confirm the Company’s interests in the underlying properties, and attain profitable operations. The Company plans to obtain additional equity financing to fund operations and while it has been successful in doing so in the past, there can be no assurance it will be able to do so in the future. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

2.	Summary of Significant Accounting Policies

	These unaudited interim financial statements presented herein have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") for interim financial information and with the instructions for Securities and Exchange Commission (“SEC”) Form 10-Q. They do not include all of the information and footnotes required by GAAP for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended December 31, 2009, included in the Company’s Annual Report on Form 10-K filed on March 31, 2010 with the SEC. The balance sheet at December 31, 2009 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by GAAP for complete financial statements.

	These financial statements are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s financial position as at September 30, 2010, and the results of its operations and its cash flows for the three and nine month periods ended September 30, 2010 and 2009. The results of operations for the three and nine months ended September 30, 2010 are not necessarily indicative of the results to be expected for future quarters or the full year. Except as disclosed herein, there have been no material changes to the information disclosed in the notes to the audited financial statements included in the Company’s annual report on Form 10-K for the year ended December 31, 2009.

- 6 -


2.	Summary of Significant Accounting Policies (continued)

	Loss Per Share

	Basic loss per share is computed by dividing the loss for the period by the weighted average number of common shares outstanding during the period. The effect of potential issuances of common shares represented by outstanding derivative securities such as options and warrants would be anti-dilutive, and accordingly, outstanding basic and diluted loss per share are the same. See notes 5(b) and (c) for potentially dilutive securities outstanding as at September 30, 2010.

	Use of Estimates

	The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the valuation of share based payments, recoverability of mineral rights, asset retirement obligations, stock option and warrant liability and deferred tax assets and liabilities. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in operations in the period in which they become known.

	Foreign Currency Translation

	The functional currency of the Company is the U.S. dollar. Certain monetary assets and liabilities of the Company denominated in Canadian dollars are translated into U.S. dollars at exchange rates in effect at the balance sheet dates. As at September 30, 2010, substantially all of the Company’s Canadian dollar denominated monetary assets and liabilities were comprised of cash. Non monetary assets and liabilities are remeasured at historical exchange rates, unless such items are carried at market, in which case they are translated at the exchange rates in effect on the balance sheet date. As at September 30, 2010, the Company did not have any non monetary assets and liabilities denominated in Canadian dollars. Revenues and expenses are remeasured at rates approximating the exchange rates in effect at the time of the transaction. During the three and nine months ended September 30, 2010, substantially all expenses were transacted in U.S. dollars.

	Accounting Policies Recently Adopted

	In January 2010, the FASB issued Accounting Standards Update ("ASU") 2010-05, “Compensation – Stock Compensation (Topic 718): Escrowed Share Arrangements and the Presumption of Compensation,” which reflects the SEC's views on overcoming the presumption that escrowed share arrangements represent compensation for certain shareholders. ASU 2010-05 did not have an impact on the Company's financial position, results of operations or cash flows.

	Future Accounting Pronouncements

	In January 2010, the FASB issued ASU 2010-06, “Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements,” which adds new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances and settlements relating to Level 3 measurements. ASU 2010-06 is effective for the first reporting period (including interim periods) beginning after December 15, 2010. The Company does not expect ASU 2010-06 to have an impact on the Company's financial position, results of operations or cash flows.

- 7 -


2.	Summary of Significant Accounting Policies (continued)

	Future Accounting Pronouncements (continued)

	In April 2010, the FASB issued ASU 2010-13, "Compensation-Stock Compensation (Topic 718) - Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades - a consensus of the FASB Emerging Issues Task Force". ASU 2010-13 provides amendments to Topic 718 to clarify that an employee share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity's equity securities trades should not be considered to contain a condition that is not a market, performance, or service condition. Therefore, an entity would not classify such an award as a liability if it otherwise qualifies as equity. The amendments in this update do not expand the recurring disclosures required by Topic 718. Disclosures currently required under Topic 718 are applicable to a share-based payment award, including the nature and the term of share-based payment arrangements. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010. The Company is currently assessing the future impact of this new accounting update on its financial statements.

3.	Reclamation Bonds

	The Company made a deposit in the amount of $36,724 during the nine months ended September 30, 2010 for the drilling permit for its Warm Springs Beryllium Property in New Mexico, U.S.A. On April 23, 2010, the Company was granted a permit by the New Mexico Mining and Minerals Division to begin drilling its Warm Springs Beryllium Property. The original permit allowed the Company to proceed with a 5 hole program up to 1,000 feet each hole. The permit has been modified to allow 4 of the 5 holes up to 2,000 feet each hole. This initial Phase I program is designed to confirm the outer dimensions of the beryllium bearing zone and determine the extent and size of beryllium mineralization.

4.	Commitments and Contingencies

	Environmental Considerations

	The exploration for and development of resource properties involves the extraction, production and transportation of materials, which under certain conditions, can be hazardous or cause environmental pollution problems. The Company is continually taking action it believes appropriate to satisfy applicable federal, state and local environmental regulations and does not currently anticipate that compliance with federal, state and local environmental regulations will have a material adverse effect upon capital expenditures, results of operations or the competitive position of the Company in the mineral resource industry. However, due to the significant public and governmental interest in environmental matters related to those activities, the Company cannot predict the effects of possible future legislation, rule changes, or governmental or private claims.

	Property Maintenance Costs

	The Company will be required to incur property maintenance costs for its mineral rights. These costs are currently estimated at $137,440 for each year and include the following items:

	(i)	Annual fees of $140 per claim per year to maintain federal mining claims; and

	(ii)	Annual lease payments for state leases and the minimum annual royalty of $12,000 for the lease regarding the Sullivan property.

- 8 -


5.	Capital Stock

	(a) Common stock

	A summary of changes in common stock during the nine months ended September 30, 2010 is as follows:

	Number of
	Shares		Amount
Balance, December 31, 2009 and March 31, 2010	32,945,000	$	5,636,536
Common shares issued for cash	10,000,000		2,930,260
Issue costs - cash	-		(282,180	)
Issue of warrants	-		(688,600	)
Issue of compensation warrants	-		(161,645	)
Balance, September 30, 2010	42,945,000	$	7,434,371

On June 18, 2010, the Company completed a brokered private placement financing of 10,000,000 units (the “Units”) at a price of Cdn$0.30 ($0.29) per Unit, for aggregate gross proceeds of Cdn$3,000,000 ($2,930,260). Each Unit is comprised of one common share of the Company (a “Common Share”) and one-half of one Common Share purchase warrant (a “Warrant”). Each full Warrant entitles the holder thereof to purchase one Common Share for a period of two years at an exercise price of Cdn$0.50 per Common Share. In connection with the sale of the Units, the Company paid a cash commission equal to 8% of the gross proceeds and issued 983,333 compensation warrants to purchase Units at a price of Cdn$0.30 per Unit for a period of two years from the closing of the private placement. Net proceeds of the private placement were allocated on a pro-rata basis between Common Shares and Warrants based on the relative fair values.

The grant date fair value of the 5,000,000 Warrants and 983,333 broker warrants was estimated using the Black-Scholes option pricing model to be $688,600 and $211,300 respectively. The assumptions used were: expected dividend yield of 0%; expected volatility of 155%; risk free interest rate of 1.52%; and expected term of 2 years.

(b) Stock options

The Company’s stock option plan (the “Plan”) was amended in June 2010 to provide for the grant of incentive and non-qualified stock options for up to 6,500,000 common shares to employees, consultants, officers and directors of the Company. All terms and conditions of the options are potentially the same for consultants as well as internal employees and directors. Options are granted for a term of up to five years from the date of grant. The vesting conditions were also amended in June 2010. There are 140,000 stock options available for grant as at September 30, 2010.

- 9 -


BE Resources Inc. (A Continuation of the Operations of Great Western Exploration, LLC) (An Exploration Stage Entity) Notes to Financial Statements - Presented in US Dollars September 30, 2010 (unaudited)

5.	Capital Stock (continued)

	(b) Stock options (continued)

	A summary of changes in stock options during the nine months ended September 30, 2010 is as follows:

				Weighted average		Weighted average
	Number of			Exercise Price		Exercise Price
	Stock Options			US		CDN
Balance, December 31, 2009	3,960,000		$	0.25	$	0.26
Granted	2,900,000		$	0.31	$	0.32
Expired	(125,000	)	$	0.30	$	0.31
Forfeited	(375,000	)	$	0.30	$	0.31
Balance, September 30, 2010	6,360,000		$	0.28	$	0.28

As at September 30, 2010, the following stock options were outstanding:

Options

Exercise

Expiration

Date of Grant

Granted

Exercisable

Price

Date

December 7, 2007

3,560,000

CDN $0.25 (US $0.24)

December 7, 2012

November 12, 2009

400,000

200,000

US $0.35

November 12, 2014

January 5, 2010

400,000

200,000

US $0.30

January 5, 2015

April 21, 2010

500,000

125,000

US $0.20

April 21, 2012

May 11, 2010

500,000

125,000

US $0.30

May 11, 2012

June 7, 2010

200,000

US $0.30

June 7, 2015

July 2, 2010

300,000

US $0.31

July 2, 2012

July 2, 2010

300,000

US $0.31

July 2, 2015

August 5, 2010

100,000

US $0.30

August 5, 2012

September 27, 2010

100,000

US $1.05

September 27, 2012

6,360,000

4,910,000

As at September 30, 2010, the weighted average exercise price is $0.28. As at September 30, 2010, the weighted average remaining contractual life is 2.52 years.

The fair value of the stock options granted was estimated using the Black-Scholes option pricing model. The stock options vest based on continuous service and compensation expense is recorded over the service period from date of grant. This model requires management to make estimates of the expected volatility of its common shares, the expected term of the option, the expected future forfeiture rate, and future interest rates. The risk free interest rate is based on the U.S. Treasury Bond rate. The Company has not paid dividends and does not expect to pay dividends in the foreseeable future. As historical volatility of the Company’s common shares is not available, expected volatility is based on the historical performance of the common shares of other corporations with similar operations. The expected term of the stock options was estimated to be the contractual term of the options.

- 10 -

BE Resources Inc.
(A Continuation of the Operations of Great Western Exploration, LLC)
(An Exploration Stage Entity)
Notes to Financial Statements - Presented in US Dollars
September 30, 2010
(unaudited)


5.	Capital Stock (continued)

	(b)	Stock options (continued)

	During the nine months ended September 30, 2010, the Company granted the following:

	(i)	900,000 options for consulting services at an exercise price of $0.30 that expire on January 5, 2015. The options vest 25% on the date of grant and 25% every six months thereafter over a period of eighteen months as long as the consultant continues to provide services to the Company. The weighted average grant date fair value of these options was $0.29 per share. The assumptions used to estimate the fair value are as follows: expected dividend yield of 0%; expected volatility of 127%; risk free interest rate of 2.56%; and expected term of 5 years. 500,000 of these options were either expired or failed to vest during the nine months ended September 30, 2010.

	(ii)	500,000 options for consulting services at an exercise price of $0.20 that expire on April 21, 2012. The options vest 25% on the date of grant and 25% every six months thereafter over a period of eighteen months as long as the consultant continues to provide services to the Company. The weighted average grant date fair value of these options was $0.17 per share. The assumptions used to estimate the fair value are as follows: expected dividend yield of 0%; expected volatility of 151%; risk free interest rate of 1.03%; and expected term of 2 years.

	(iii)	500,000 options for consulting services at an exercise price of $0.30 that expire on May 11, 2012. The options vest 25% on the date of grant and 25% every six months thereafter over a period of eighteen months as long as the consultant continues to provide services to the Company. The weighted average grant date fair value of these options was $0.21 per share. The assumptions used to estimate the fair value are as follows: expected dividend yield of 0%; expected volatility of 151%; risk free interest rate of 0.85%; and expected term of 2 years.

	(iv)	200,000 options for consulting services at an exercise price of $0.30 that expire on June 7, 2015. The options vested immediately. The weighted average grant date fair value of these options was $0.24 per share. The assumptions used to estimate the fair value are as follows: expected dividend yield of 0%; expected volatility of 127%; risk free interest rate of 1.95%; and expected term of 5 years.

	(v)	300,000 options for consulting services at an exercise price of $0.31 that expire on July 2, 2012. The options vest 25% every three months from the date of grant over a period of twelve months as long as the consultant continues to provide services to the Company. The weighted average grant date fair value of these options was $0.21 per share. The assumptions used to estimate the fair value are as follows: expected dividend yield of 0%; expected volatility of 152%; risk free interest rate of 0.63%; and expected term of 2 years.

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5.	Capital Stock (continued)

	(b)	Stock options (continued)

	(vi)	300,000 options for consulting services at an exercise price of $0.31 that expire on July 2, 2015. The options vested immediately. The weighted average grant date fair value of these options was $0.25 per share. The assumptions used to estimate the fair value are as follows: expected dividend yield of 0%; expected volatility of 127%; risk free interest rate of 1.82%; and expected term of 5 years.

	(vii)	100,000 options for consulting services at an exercise price of $0.30 that expire on August 5, 2012. The options vested immediately. The weighted average grant date fair value of these options was $0.24 per share. The assumptions used to estimate the fair value are as follows: expected dividend yield of 0%; expected volatility of 158%; risk free interest rate of 0.53%; and expected term of 2 years.

	(viii)	100,000 options for consulting services at an exercise price of $1.05 that expire on September 27, 2012. The options vested immediately. The weighted average grant date fair value of these options was $0.75 per share. The assumptions used to estimate the fair value are as follows: expected dividend yield of 0%; expected volatility of 149%; risk free interest rate of 0.44%; and expected term of 2 years.

The Company has determined that 2,200,000 stock options granted during the year ended December 31, 2007 and denominated in Canadian dollars were effectively indexed to the exchange rate between the Canadian dollar and the U.S. dollar, the functional currency of the Company, in addition to the price of its common stock. As a result, these stock options have been classified as liabilities and are remeasured at the end of each reporting period until settlement. As at September 30, 2010, the fair value of the liability of $1,898,500 (December 31, 2009 - $487,700) was estimated based on the following assumptions: expected dividend yield of 0% (2009 - 0%); expected volatility of 148% (2009 - 133%); risk free interest rate of 0.42% (2009 -1.7%); and expected life of 2.19 years (2009 - 2.94 years). The revaluation increased the stock option liability by $1,408,700, increased stock-based compensation by $1,377,700 and resulted in a foreign exchange loss of $31,000 for the nine months ended September 30, 2010.

During the nine months ended September 30, 2010, $2,311,496 was expensed (2009 -$20,776 recovered) as stock based compensation and consisted of expense related to vesting of fair value at grant date, expense related to the revaluation of consultants' options and revaluation of stock options denominated in Canadian dollars.

(c)

Warrants

A summary of changes in warrants during the period ended September 30, 2010 is as follows:

			Weighted average		Weighted average
	Number of		Exercise Price		Exercise Price
	Warrants		US		CDN
Balance, December 31, 2009	575,000	$	0.29	$	0.30
Issued (note 5(a))	5,983,333	$	0.46	$	0.47
Balance, September 30, 2010	6,558,333	$	0.44	$	0.45

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5.	Capital Stock (continued)


	(c)	Warrants (continued)

As at September 30, 2010, the following warrants were outstanding:

Expiry Date	Number of	Exercise		Fair Value
	warrants	Price		on Issue Date
October 26, 2011	500,000	CDN$0.30 (US $0.29)	$	94,600
November 13, 2011	75,000	CDN$0.30 (US $0.29)		14,200
June 18, 2012	5,000,000	CDN$0.50 (US $0.49)		671,789
June 18, 2012	983,333	CDN$0.30 (US $0.29)		260,587
	6,558,333

ASC 815 indicates that warrants with exercise prices denominated in a different currency than an entity’s functional currency should not be classified as equity. As a result, these warrants have been treated as derivatives and recorded as liabilities carried at their fair value, with period to period changes in the fair value recorded as a gain or loss in the statement of operations. The Company treated the warrants as a liability upon their issuance.

As at September 30, 2010, the fair value of the warrant liability of $5,028,511 (December 31, 2009 –$108,800) was estimated using the Black-Scholes option pricing model, based on the following assumptions: expected dividend yield of 0%; expected volatility of 122-152%; risk free interest rate of 0.42%-0.27%; and expected term of 1.07-1.72 years. The revaluation increased the warrant liability by $4,069,466, increased change in warrant liability expense by $4,013,146 and resulted in a foreign exchange loss of $56,320 for the nine months ended September 30, 2010.

(d)

Additional paid-in capital

A summary of changes in additional paid-in capital during the nine months ended September 30, 2010 is as follows:

		Amount
Balance, December 31, 2009	$	232,117
Stock-based compensation		89,079
Balance, March 31, 2010		321,196
Stock-based compensation		156,799
Balance, June 30, 2010		477,995
Stock-based compensation		765,352
Balance, September 30, 2010	$	1,243,347

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6.	Related Party Transactions

	(a)	Pursuant to an employment agreement dated December 1, 2007 which was subsequently amended on September 1, 2009, the Company paid an officer who is also a director of the Company, a salary of $9,000 and $27,000 for the three and nine months ended September 30, 2010, respectively (three and nine months ended September 30, 2009 - $23,000 and $83,000 respectively) and an expense allowance of $45,000 and $191,000 for the three and nine months ended September 30, 2010, respectively (three and nine months ended September 30, 2009 - $15,488 and $60,488 respectively). Included in accounts payable and accrued liabilities as at September 30, 2010 was $2,195 (December 31, 2009 - $9,395) owing to this individual for expense reimbursement. This amount is unsecured, non-interest bearing with no fixed terms of repayment.

	(b)	During the three and nine months ended September 30, 2010, the Company incurred fees for accounting services rendered of $6,092 and $20,011, respectively (three and nine months ended September 30, 2009 - $2,415 and $6,147 respectively) charged by a corporation controlled by an officer of the Company. In addition, during the three and nine months ended September 30, 2010, the Company incurred fees for corporate secretarial services rendered of $3,656 and $9,231, respectively (three and nine months ended September 30, 2009 - $nil) charged by a corporation in which an officer of the Company is also an officer. Consulting fees of $6,000 and $18,000 for the three and nine months ended September 30, 2010 respectively (three and nine months ended September 30, 2009 - $6,000 and $18,000 respectively) was charged by this officer. Included in accounts payable and accrued liabilities as at September 30, 2010 is $2,556 (December 31, 2009 - $11,396) owing to the corporation controlled by this officer, $1,388 owing to the corporation in which this officer is also an officer and $nil (December 31, 2009 - $45,000) owing to this officer. These amounts are unsecured, non-interest bearing with no fixed terms of repayment.

	The above transactions were in the normal course of operations and were measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

	(c)	An officer of the Company purchased 33,333 units of the private placement financing completed on June 18, 2010 (note 5(a)) at a price of Cdn$0.30 for gross proceeds of Cdn$10,000, on the same terms as other investors.

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7.	Financial Instruments

	Credit Risk

	Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits. Cash deposits with a major Canadian chartered bank are insured by the Canadian Deposit Insurance Corporation up to Cdn$100,000. Cash deposits with a major U.S. bank are insured by the Federal Deposit Insurance Corporation up to $250,000. As at September 30, 2010, the Company held $1,143,464 (December 31, 2009 - $555,313) with the major Canadian chartered bank and $67,369 (December 31, 2009 - $15,414) with the major U.S. bank.

	Foreign Exchange Risk

	Certain of the Company’s expenses were incurred in Canadian currency and are therefore subject to gains or losses due to fluctuations in this currency. As at September 30, 2010, the Company held cash of Cdn$1,176,082 ($1,142,916) denominated in Canadian dollars (December 31, 2009 - Cdn$569,616; $544,268); had accounts payable and accrued liabilities of Cdn$67,064 ($65,173) denominated in Canadian dollars (December 31, 2009 – Cdn$94,807; $90,588) and had a stock option and warrant liability of Cdn$7,429,935 ($7,220,411) denominated in Canadian currency (December 31, 2009 - Cdn$624,300; $596,500).

	Commodity Price Risk

	The ability of the Company to develop its properties and the future profitability of the Company is directly related to the market price of certain minerals. The Company’s risk management objectives are to ensure that business and financial exposures to risk that have been identified and measured are minimized using the most effective and efficient methods to reduce, transfer and, when possible, eliminate such exposures. Operating decisions contemplate associated risks and management strives to structure proposed transactions to avoid or reduce risk whenever possible.

8.	Subsequent events

	(i)	On October 4, 2010, the Company granted 100,000 stock options to a consultant, exercisable at $1.04 per share and expiring on October 4, 2012.

	(ii)	Subsequent to the quarter-end, 188,258 warrants and 460,000 stock options were exercised for gross proceeds of $201,727.

	(iii)	On November 3, 2010, the Company elected to accelerate the expiry of its Series 2010-I warrants (of which 5,000,000 were issued on June 18, 2010 as part of a private placement of units, and up to 492,167 are issuable upon the exercise of compensation options issued in connection with such private placement). The warrants will now expire at 3:30 p.m. (Toronto time) on December 1, 2010. Each warrant entitles the holder to purchase one common share at a price of Cdn$0.50 per share.

		Under the terms of the warrants, the Company has the right to accelerate the expiry of the warrants in the event that the closing price of the Company’s common shares on the TSX Venture Exchange equals or exceeds Cdn$0.75 for a period of ten consecutive trading days (“Acceleration Event”). If the Acceleration Event occurs, the warrants provide that the Company may, within five days of such occurrence, notify holders of the early expiry of the warrants and thereafter, such warrants will expire at 3:30 p.m. (Toronto time) on the date which is twenty-one days after the date of the notice. As of November 3, 2010, the closing price of the common shares of the Company has exceeded Cdn$0.75 in the prior ten consecutive trading days.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Introduction

The following discussion updates our plan of operation as of November 9, 2010 for the remainder of the year. It also analyzes our financial condition at September 30, 2010 and compares it to our financial condition at December 31, 2009. The discussion also summarizes the results of our operations for the three and nine months ended September 30, 2010 and 2009, and compares each period’s results to the results of the comparable prior period. The discussion in this Management's Discussion and Analysis of Financial Condition and Results of Operation should be read in conjunction with our unaudited interim financial statements and the notes thereto appearing in this report as well as the management's discussion and analysis and audited financial statements included in our annual report on the Form 10-K for the year ended December 31, 2009.

Plan of Operation

With the Warm Springs permit in hand, we have commenced drilling on that property. We also intend to provide the required financial assurance which we believe will result in issuance of the permit at our Iron Mountain property. We then intend to commence drilling on that property. Assuming that this initial exploration confirms that a second phase of follow-up diamond core drilling is warranted, our two year program contemplates the drilling of a total of 50 additional holes at Warm Springs and the outlying hydrothermal areas. As we commence our drilling program, we expect to incur significant additional expenses for drilling, and less in consulting fees.

As at November 9, 2010, we had approximately $821,500 funds available to spend over the next year. We anticipate to spend the funds as follows: $450,000 for drilling and compliance; $12,000 for lease maintenance; and $359,500 for other working capital items (includes management and consulting fees and other corporate overhead).

We anticipate to obtain additional working capital from the exercise of warrants and stock options. If fully exercised, these warrants and options would provide additional financing of $4,035,090. As at November 9, 2010, gross proceeds from the exercise of warrants and options were $201,727.

Liquidity and Capital Resources

As of September 30, 2010, we had a deficit in working capital of $5,987,379, consisting of current assets of $1,329,588 and current liabilities of $7,316,967. Our working capital deficit at September 30, 2010 represents an increase in our working capital deficit of $5,616,315 from December 31, 2009. The increased deficit represents proceeds from the private placement completed in June 2010, reduced by cash spent on operations, including consulting, professional and permitting fees and an increase in our stock option and warrant liability.

Substantially all of our current assets at September 30, 2010 consisted of cash, representing the remaining proceeds from our private placement completed on June 18, 2010. Our current liabilities at September 30, 2010 consisted of accounts payable, accrued liabilities and non-cash stock option and warrant liabilities. The stock option and warrant liabilities arise from the fact that the stock options and warrants issued by us to certain parties are denominated in a currency (Canadian dollars) other than our functional currency (U.S. dollars) and are recorded as a liability pursuant to ASC 718 and 815. If the stock option and warrant liabilities at September 30, 2010 of $6,927,011 are excluded from the calculation of our working capital, our working capital at that date would be $939,632.

Our longer term ability to carry out our business plan is dependent on our ability to achieve profitable operations or to obtain additional financing. Due to the fact that we are an exploration stage company, have no established source of revenue and are dependent on receipt of additional financing, our independent accountants have raised substantial doubt about our ability to continue as a going concern. As of November 9, 2010, we estimate, based on the cash on hand at that time, that we have sufficient funding to continue our operations until December 2011, following which we expect to solicit additional financing. Our outstanding warrants and outstanding exercisable stock options may provide some additional capital. If all those warrants and stock options are exercised, of which there is no assurance, we would obtain additional proceeds of $4,035,090.

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We have financed all of our operations since inception through the sale of common stock and warrants and expect that to be the case for the foreseeable future. On June 18, 2010, we completed a brokered private placement financing of 10 million units for gross proceeds of Cdn$3,000,000 (US $2,930,260). The units were sold at a price of Cdn $0.30 (US $0.29) each. Each unit is comprised of one common share and one-half of one common share purchase warrant ("warrant”). Each full warrant entitles the holder thereof to purchase one common share for a period of two years at an exercise price of Cdn$0.50 per common share. Related cash issue costs totaled $369,343 including an 8% cash commission to the underwriter. In connection with the private placement, we granted 983,333 compensation warrants to the underwriter, exercisable into units at Cdn$0.30 for a period of two years.

During the nine months ended September 30, 2010, our cash increased by $640,106. This resulted from the cash provided by the financing of $2,560,917, offset by cash used in operations of $1,920,811.

Off Balance Sheet Arrangements

As of September 30, 2010, we had no off-balance sheet arrangements or obligations that are likely to have a material effect on our financial condition, results of operation or business.

Results of Operations

Three months ended September 30, 2010 and 2009.

For the three months ended September 30, 2010, we realized a net loss of $6,760,799 (September 30, 2009: $280,965) or $0.16 per share (September 30, 2009: $0.01 per share), on no revenue. During the 2010 period there were increases/decreases in drilling, geological consulting fees, management and consulting fees, professional fees, change in warrant liability and stock-based compensation. Each of these items is analyzed in more detail immediately below:

Drilling for the three months ended September 30, 2010 was $63,392 (three months ended September 30, 2009 - $nil). The increase of $63,392 can be attributed to commencement of drilling on the Warm Spring Beryllium Project during the three months ended September 30, 2010 while no drilling had commenced in the three months ended September 30, 2009;
Geological consulting fees for the three months ended September 30, 2010 was $550,683 (three months ended September 30, 2009 - $1,550). The increase of $549,133 can be attributed to additional exploration work conducted on our property during the three months ended September 30, 2010 compared to the three months ended September 30, 2009;
Management and consulting fees increased by $84,553 for the three months ended September 30, 2010 compared to the comparative period in 2009, primarily due to the revision of the Chief Executive Officer’s office allowance during the 2010 period which was retroactively granted;
The increase of $2,079,718 in stock-based compensation and the increase in warrant liability of $3,681,500 during the three months ended September 30, 2010, compared to the same period in 2009, was mainly due to the revaluation of warrant liability and the vesting of a portion of the 2,200,000 stock options over the service period. The Company expenses the options over the service period which can create variances from one period to another.
Professional fees for the three months ended September 30, 2010, was $81,020 (three months ended September 30, 2009 - $86,519). The decrease of $5,499 can be attributed to timing of work performed during the three months ended September 30, 2010;

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Nine months ended September 30, 2010 and 2009.

For the nine months ended September 30, 2010, we realized a net loss of $8,388,751 (September 30, 2009: $601,666) or $0.23 per share (September 30, 2009: $0.02 per share), on no revenue. During the 2010 period there were increases in drilling, geological consulting fees, management and consulting fees, professional fees, change in warrant liability, stock-based compensation, transfer agent and filing fees and office and general expenses. Each of these items is analyzed in more detail immediately below:

Drilling for the nine months ended September 30, 2010 was $63,392 (nine months ended September 30, 2009 - $nil). The increase of $63,392 can be attributed to commencement of drilling on the Warm Spring Beryllium Project during the nine months ended September 30, 2010 while no drilling had commenced in the nine months ended September 30, 2009;
Geological consulting fees for the nine months ended September 30, 2010 was $964,262 (nine months ended September 30, 2009 - $60,060). The increase of $904,202 can be attributed to efforts to obtain permits for exploration and additional exploration work conducted on our property during the nine months ended September 30, 2010 compared to the nine months ended September 30, 2009;
Management and consulting fees increased by $180,325 for the nine months ended September 30, 2010 compared to the comparative period in 2009, primarily due to the revision of the Chief Executive Officer’s office allowance during the 2010 period which was retroactively granted;
The increase of $2,331,772 in stock-based compensation and the increase in warrant liability of $4,013,146 during the nine months ended September 30, 2010, compared to the same period in 2009, was mainly due to the revaluation of the warrant liability and the vesting of a portion of the 2,200,000 stock options over the service period. The Company expenses the options over the service period which can create variances from one period to another.
Professional fees for the nine months ended September 30, 2010, was $330,366 (nine months ended September 30, 2009 - $185,217). The increase of $145,149 can be attributed to additional accounting, legal and audit fees incurred during the nine months ended September 30, 2010 associated with our status as a public reporting company;
Transfer agent and filing fees for the nine months ended September 30, 2010 was $48,452 (nine months ended September 30, 2009 - $nil). The increase of $48,452 can be attributed to the cost associated with regulatory filings required during the nine months ended September 30, 2010; and
Office and general expenses increased by $53,383 from the nine months ended September 30, 2009 to the comparative period in 2010 primarily from the portion of share issue costs related to the private placement which was expensed.

We expect to incur losses until such time, if ever, we identify commercial amounts of mineralized material and successfully extract such material for sale to third parties.

Please see “Plan of Operation” above for a description of costs and expenses that we expect to incur during the remainder of 2010.

Accounting Policies Recently Adopted

In January 2010, the FASB issued Accounting Standards Update ("ASU") 2010-05, “Compensation - Stock Compensation (Topic 718): Escrowed Share Arrangements and the Presumption of Compensation,” which reflects the Securities and Exchange Commission’s views on overcoming the presumption that escrowed share arrangements represent compensation for certain shareholders. ASU 2010-05 did not contain an effective date. We do not expect the impact of adopting ASU 2010-05 on our financial position, results of operations or cash flows to be material.

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Future Accounting Pronouncements

In January 2010, the FASB issued ASU 2010-06, “Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements,” which adds new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances and settlements relating to Level 3 measurements. ASU 2010-06 is effective for the first reporting period (including interim periods) beginning after December 15, 2010. We do not expect the impact of adopting ASU 2010-06 on our financial position, results of operations or cash flows to be material.

In April 2010, the FASB issued ASU 2010-13, "Compensation-Stock Compensation (Topic 718) - Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades - a consensus of the FASB Emerging Issues Task Force". ASU 2010-13 provides amendments to Topic 718 to clarify that an employee share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity's equity securities trades should not be considered to contain a condition that is not a market, performance, or service condition. Therefore, an entity would not classify such an award as a liability if it otherwise qualifies as equity. The amendments in this update do not expand the recurring disclosures required by Topic 718. Disclosures currently required under Topic 718 are applicable to a share-based payment award, including the nature and the term of share-based payment arrangements. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010. We are currently assessing the future impact of this new accounting update on our financial statements.

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Forward-Looking Statements

This report contains or incorporates by reference “forward-looking statements,” as that term is used in federal securities laws, about our financial condition, results of operations and business. These statements include, among others:

statements concerning our expectations about exploration results;
statements concerning the benefits that we expect will result from our business activities and certain transactions that we contemplate or have completed, such as receipt of proceeds, decreased expenses and avoided expenses and expenditures; and
statements of our expectations, beliefs, future plans and strategies, anticipated developments and other matters that are not historical facts.

These statements may be made expressly in this document or may be incorporated by reference to other documents that we will file with the SEC. You can find many of these statements by looking for words such as “believes,” “expects,” “anticipates,” “estimates” or similar expressions used in this report or incorporated by reference in this report.

These forward-looking statements are subject to numerous assumptions, risks and uncertainties that may cause our actual results to be materially different from any future results expressed or implied in those statements. Because the statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied. We caution you not to put undue reliance on these statements, which speak only as of the date of this report. Further, the information contained in this document or incorporated herein by reference is a statement of our present intention and is based on present facts and assumptions, and may change at any time and without notice, based on changes in such facts or assumptions.

Risk Factors Impacting Forward-Looking Statements

The important factors that could prevent us from achieving our stated goals and objectives include, in addition to the risk factors identified elsewhere in this report, the following:

The success of our exploration program;
Unexpected changes in business and economic conditions;
Commodity price fluctuations;
Technological changes in the mining industry;
Any change in interest rates, currency exchange rates or inflation;
The willingness and ability of third parties to honor their contractual commitments;
Our ability to raise additional capital, as it may be affected by current conditions in the stock market and competition in the mining industry for risk capital;
Our costs of exploration and production, if any;
Environmental and other regulations, as the same presently exist and may hereafter be amended;
Local and community impacts and issues; and
Volatility of our stock price.

We undertake no responsibility or obligation to update publicly these forward-looking statements, but may do so in the future in written or oral statements at our discretion. Investors should take note of any future statements made by or on our behalf.

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ITEM 4. CONTROLS AND PROCEDURES

(a)	We maintain a system of controls and procedures designed to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within time periods specified in the SEC’s rules and forms and to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. As of September 30, 2010, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, management has evaluated the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective.

(b)	Changes in Internal Controls. There were no changes in our internal control over financial reporting during the quarter ended September 30, 2010 that materially affected or are reasonably likely to materially affect, our internal controls over financial reporting.

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PART II: OTHER INFORMATION

ITEM 6. EXHIBITS

The following exhibits are filed with this report:


31.1	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for David Q. Tognoni.

31.2	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Carmelo Marrelli

32	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for David Q. Tognoni and Carmelo Marrelli

SIGNATURES

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

BE RESOURCES INC.

/s/ David Q. Tognoni
By David Q. Tognoni, President and Chief Executive Officer
Dated: November 9, 2010

/s/ Carmelo Marrelli
By Carmelo Marrelli, Chief Financial Officer
Dated: November 9, 2010

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