Assets

       Current assets

       Cash

       Prepaid expenses, deposits and other receivables

       Prepaid expenses, deposits and other receivables - related party (note 6)

       Total current assets

       Reclamation bonds (note 3)

Total assets

Liabilities

       Current liabilities

       Accounts payable

       Accounts payable - related party (note 6)

       Accrued liabilities

       Total current liabilities

       Asset retirement obligation (note 3)

Total liabilities

Commitments and contingencies (note 4)

Stockholders’ equity

       Preferred stock, no par value, 10,000,000 authorized, none issued or outstanding

       Common stock, no par value, 250,000,000 authorized, 60,045,750 issued and outstanding as of March 31, 2012 and December 31, 2011, respectively

       Additional paid-in capital

       Deficit accumulated during the exploration stage

Total stockholders’ equity

Total liabilities and stockholders’ equity

Operating expenses

   Management and consulting fees (note 6)

   Drilling

   Geological consulting fees

   Office and general

   Professional fees

   Professional fees - related party (note 6)

   Foreign exchange (gain) loss

   Change in fair value of warrant liability

   Stock-based compensation

   Fees, licenses and permits

   Transfer agent and filing fees

   Lease expense

   Interest and accretion expense

   Gain on disposition of equipment

   Traveling

   Amortization of equipment

   Financing costs

   Impairment on mineral rights

   Gain on debt settlement (note 4)

   Bad debt expense

Less: Other income (expense)

   Dividend income

Net income (loss) for the period

Net income (loss) per share - basic

Weighted average number of shares outstanding - basic

Cash flow from operating activities

   Net income (loss) for the period

   Adjustments to reconcile net loss to net cash used in operating activities:

   Stock-based compensation

   Change in warrant liability

   Foreign exchange loss

   Common shares issued for services

   Common shares issued for interest in exploration property

   Gain on disposition of equipment

   Accretion of asset retirement obligation

   Amortization of equipment

   Write off of prior year’s deferred costs

   Increase in asset retirement obligation

   Impairment on mineral rights

   Gain on debt settlement

   Bad debt expense

   Changes in operating assets and liabilities:

   Decrease (increase) in prepaid expenses, deposits and other receivables

   Increase in reclamation bonds

   (Decrease) increase in accounts payable and accrued liabilities

Net cash used in operating activities

Cash flow from investing activities

   Purchase of mineral rights

   Purchase of equipment

   Proceeds from sale of equipment

Net cash used in investing activities

Cash flow from financing activities

   Issuance of common shares

   Cost of issue

   Proceeds from exercise of options

   Proceeds from exercise of warrants

   Deferred transaction costs

   Cash provided by GWE to fund exploration operations

Net cash provided by financing activities

(Decrease) increase in Cash

Cash, beginning of period

Cash, end of period

SUPPLEMENTARY INFORMATION

Non-cash investing and financing activities

Common shares issued for interest in mining lease

Common shares issued for services

Compensation warrants issued for services

Compensation warrants issued for finders fee

Net liabilities of BE Resources Inc. assumed in connection with the reverse merger transaction

Cumulative adjustment on stock option and warrant liability

Change in prepaid related to stock option expense

Going Concern

The accompanying condensed financial statements presented herin 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 unaudited interim financial statements should be read in conjunction with BE Resources Inc.'s ("BE" or the "Company") audited financial statements and notes thereto for the year ended December 31, 2011, included in the Company’s Annual Report on Form 10-K filed on March 27, 2012 with the SEC. The balance sheet at December 31, 2011 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 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 $15,640,639 as at March 31, 2012 and a net income of $75,557 and negative net cash flows from operating activities of $277,882 for the three months ended March 31, 2012. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations and the attainment of profitable operations. 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. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.

Summary of Significant Accounting Policies

These interim 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 March 31, 2012, and the results of its operations and its cash flows for the three months periods ended March 31, 2012 and 2011. The results of operations for the three months ended March 31, 2012 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, 2011.

Cash and Cash Equivalents

The Company considers all short-term investments with a maturity of three months or less at the date of purchase to be cash equivalents.

Fair Value of Financial Instruments

The Company’s cash, accounts receivable, accounts payable and accrued liabilities are considered financial instruments whose carrying value approximates fair value based on their short term nature.

Summary of Significant Accounting Policies (Continued)

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the 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 revenues and expenses during the reporting period. Actual results could differ from those estimates.

Earnings per Share

The basic earnings (loss) per share is calculated by dividing the Company’s net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the year. The diluted earnings (loss) per share is calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity.

Impairment of Long-Lived Assets

The Company reviews and evaluates long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The assets are subject to impairment consideration under FASB ASC 360-10-35-17, if events or circumstances indicate that their carrying amount might not be recoverable. When the Company determines that an impairment analysis should be done, the analysis will be performed using the rules of FASB ASC 930-360-35, Asset Impairment, and 360-10 through 15-5, Impairment or Disposal of Long-Lived Assets.

Accounting Pronouncements

Recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of CPAs (the "AICPA"), and the SEC did not, or are not believed by management to, have a material impact on the Company’s present or future financial statements.

Reclamation Bonds and Asset Retirement Obligation

As at March 31, 2012, the Company has four (December 31, 2011- four) reclamation bonds totalling $117,913 (December 31, 2011 - $117,913). These bonds are held with the United States Department of the Interior, Bureau of Land Management, the United States Department of Agriculture Forest Service and the New Mexico Energy, Minerals and Natural Resource Department, Mining and Minerals Division and are required before any surface disturbing activity can commence. The bonds will be released following satisfactory completion of reclamation of any disturbance resulting from operations at the site.

Reclamation Bonds and Asset Retirement Obligation (Continued)

Asset retirement obligations relate to the reclamation work required to be performed in connection with drilling activities performed on the Project. Exploration expenditures relating to the Project are expensed as incurred. Changes in asset retirement obligation during the period ended March 31, 2012 are as follows:

Commitments and Contingencies

Environmental Consideration

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 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 financial condition. 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.

Disputed Payables

The Company was involved in a dispute with a former supplier over payables in the amount of approximately $473,000. During the three months ended March 31, 2012, the Company negotiated a reduction of the amount from $473,000 to $150,000. On January 20, 2012, the Company paid the $150,000 reduced amount and recorded a gain on debt settlement for approximately $323,000.

Capital Stock

(a) Stock Options

A summary of changes in stock options during the three months ended March 31, 2012 are as follows:

Capital Stock (Continued) (a) Stock Options

As at March 31, 2012, the following stock options were outstanding:

Related Party Transactions

Pursuant to an amended employment agreement dated January 1, 2011, the Company paid a former officer who is also a director of the Company, a salary of $nil (three months ended March 31, 2011 - $9,000) and an expense allowance of $nil (three months ended March 31, 2011 - $45,000) for the three months ended March 31, 2012, these amounts are included in management and consulting fees in the statement of operations. Included in prepaid expenses, deposits and other receivables as at December 31, 2011 is $52,693 owing from a former officer for certain obligations. The Company has made a demand for payment and the former officer has denied his obligation to pay the amount. There is therefore some doubt as to the Company’s ability to collect the receivable and a provision was recorded against the receivable during the three months ended March 31, 2012.

During the three months ended March 31, 2012, the Company incurred fees for accounting services rendered of $3,589 (three months ended March 31, 2011 - $8,806) charged by a corporation controlled by an officer of the Company and consulting fees of $6,015 (three months ended March 31, 2011 - $6,000) charged by this officer. These amounts are included in professional fees in the statement of operations. In addition, during the three months ended March 31, 2012, the Company incurred fees for corporate secretarial services rendered of $3,759 (three months ended March 31, 2011 - $3,872) charged by a corporation of which an officer of the Company is also an officer. Included in accounts payable as at March 31, 2012 is $13,807 (December 31, 2011 - $14,758) owing to this corporation, $2,703 (December 31, 2011 - $1,389) owing to the corporation of which this officer is also an officer. These amounts are unsecured, non-interest bearing with no fixed terms of repayment.

Starting February 23, 2012, the Company paid or accrued a monthly salary of Cdn$10,000 to an officer and director of the Company. During the three months ended March 31, 2012, a salary of $12,099 are included in management and consulting fees in the statement of operations. Included in accounts payable as at March 31, 2012 is $12,099 owing to an officer and director of the Company. 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.

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 have unlimited insurance by the Federal Deposit Insurance Corporation, on non-interest bearing accounts, through December 31, 2012. As at March 31, 2012, the Company held Cdn$639,936 (December 31, 2011 - Cdn$931,068) with the major Canadian chartered bank and $nil (December 31, 2011 - $3,898) with the major U.S. bank.

Financial Instruments (Continued)

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 March 31, 2012, the Company held cash of $619,734 (US$621,283) denominated in Canadian dollars (December 31, 2011 - Cdn$930,767 (US$915,223)) and had accounts payable and accrued liabilities of $78,008 (US$78,203) denominated in Canadian dollars (December 31, 2011 - Cdn$29,272 (US$28,783)).

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.

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 December 31, 2011, 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.

Changes in Internal Controls. There were no changes in our internal control over financial reporting during the three months ended March 31, 2012 that materially affected or are reasonably likely to materially affect, our internal controls over financial reporting.

101

The following financial information from BE Resource Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, formatted in XBRL (Extensible Business Reporting Language) includes: (i) the Balance Sheets as of March 31, 2012 and December 31, 2011, (ii) the Statements of Operations for each of the three-month periods ended March 31, 2012 and 2011, (iii) the Statements of Cash Flows for each of the three- month periods ended March 31, 2012 and 2011, and (iv) the Notes to the Financial Statements.