UNDERWRITING AGREEMENTUnderwriting Agreement • September 19th, 2008 • BE Resources Inc. • Miscellaneous metal ores • Ontario
BE Resources Inc., a Colorado corporation (the "Company"), proposes to complete its initial public offering in Canada (the "Offering") of shares of its common stock (the "Common Stock" or "Common Shares"), by issuing and selling to Canaccord Capital Corporation ("Canaccord" or the "Underwriter") • Common Shares (the "Firm Shares"). In connection with the proposed Offering, the Underwriter will reserve up to • Common Shares for direct sale by the Company in a directed share program to persons in the United States (the "Directed Share Program") at the initial public offering price to investors in the United States (each, a "Directed Share Participant"). The number of Firm Shares available for sale to the general public will be reduced to the extent that the Directed Share Participants purchase Common Shares in the Directed Share Program (the "Directed Shares"). Directed Shares not confirmed for purchase by the Directed Share Participants by the end of the second Business Day following th
ESCROW AGREEMENTEscrow Agreement • September 19th, 2008 • BE Resources Inc. • Miscellaneous metal ores • Ontario
THIS AGREEMENT is being entered into by the Parties under National Policy 46-201 Escrow for Initial Public Offerings (the "Policy") in connection with the proposed distribution (the "IPO"), by the Issuer, an emerging issuer (as such term is defined in the Policy), of common shares ("Common Shares");
