MINING LEASE FOR GENERAL MINING—LEASE NO. HG-0060BE Resources Inc. • July 2nd, 2009 • Miscellaneous metal ores • New Mexico
The Lessee has duly filed an application for a mining lease for the purpose stated in this Lease, covering the lands described below which are under the jurisdiction of the Commissioner. The Lessee has tendered a bonus amount of $2,030 which includes the first year’s annual rental and the further sum of $100.00 as application fee, and the Commissioner has accepted the application as submitted.
NPR ROYALTY AGREEMENTNPR Royalty Agreement • July 2nd, 2009 • BE Resources Inc. • Miscellaneous metal ores • Colorado
THIS AGREEMENT WITNESSES THAT, in consideration of the premises and the respective covenants and agreements hereinafter set forth in this agreement and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties do covenant and agree with one another as follows:
STOCK OPTION AGREEMENTStock Option Agreement • July 2nd, 2009 • BE Resources Inc. • Miscellaneous metal ores • Colorado
THIS STOCK OPTION AGREEMENT (the “Agreement”) is made and entered into as of December 7, 2007 (the “Date of Grant”), by and between BE Resources Inc., a Colorado corporation (the “Corporation”), and (the “Optionee”).
ESCROW AGREEMENTEscrow Agreement • July 2nd, 2009 • 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”);
UNDERWRITING AGREEMENTUnderwriting Agreement • July 2nd, 2009 • 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
EXTENSION OF EMPLOYMENT AGREEMENTExtension of Employment Agreement • July 2nd, 2009 • BE Resources Inc. • Miscellaneous metal ores
This EXTENSION OF EMPLOYMENT AGREEMENT (this “Extension”) is made to be effective as of January 1, 2009, by and between BE Resources Inc., a Colorado corporation (the “Company”) and David Q. Tognoni, an individual (“Employee”).
AMENDMENT TO MINING LEASEMining Lease • July 2nd, 2009 • BE Resources Inc. • Miscellaneous metal ores
This AMENDMENT TO MINING LEASE (this “Amendment”) is entered into as of the 9th day of April, 2008, by and between Kenneth Alan Sullivan and Cherrill L. Sullivan whose address is Box 90, Winston, New Mexico, 87943 (collectively the “Lessor”) and BE Resources Inc., a Colorado corporation (the “Lessee”).
ASSIGNMENT OF LEASEAssignment of Lease • July 2nd, 2009 • BE Resources Inc. • Miscellaneous metal ores
For one Dollar ($1.00) and other good and valuable consideration, the receipt of which is hereby acknowledged, David Q. Tognoni, (“Assignor”), does hereby assign, convey and set over unto Great Western Exploration, LLC (“Assignee”), whose legal address is 2008 Meander Road, Windsor, CO, 80550, all of his right, title and interest in and to that certain Mining Lease dated January 2, 2004, between Assignor and Kenneth Alan Sullivan and Cherrill L. Sullivan, upon certain real property described in said lease which is attached hereto and incorporated herein by reference.
AGREEMENT OF PURCHASE AND SALEAgreement of Purchase and Sale • July 2nd, 2009 • BE Resources Inc. • Miscellaneous metal ores • Colorado
THIS AGREEMENT, dated as of and effective the 1st day of October, 2007 by and between BE RESOURCES INC., a Colorado corporation (“Purchaser”), and GREAT WESTERN EXPLORATION, LLC, a Colorado limited liability company (“Seller”).
ASSIGNMENT OF MINING LEASEAssignment of Mining Lease • July 2nd, 2009 • BE Resources Inc. • Miscellaneous metal ores
For One Dollar ($1.00) and other good and valuable consideration, the receipt of which is hereby acknowledged, Great Western Exploration, LLC (“Assignor”), does hereby assign, convey and set over unto BE Resources Inc. (“Assignee”), whose legal address is 107 Hackney Circle, Elephant Butte, New Mexico 87935, all of its right, title and interest in and to that certain Mining Lease dated January 2, 2004, between David Q. Tognoni, as Lessee and Kenneth Alan Sullivan and Cherrill L. Sullivan, as Lessors, which lease was assigned by David Q. Tognoni to the Assignor on February 3, 2004, upon certain real property described in said lease located in Socorro County, New Mexico, which is more fully described as:
FIRST AMENDMENT TO NPR ROYALTY AGREEMENTNPR Royalty Agreement • July 2nd, 2009 • BE Resources Inc. • Miscellaneous metal ores
BETHANY RESOURCES, LLC, a limited liability company under the laws of Arizona (hereinafter referred to as the “Royaltyholder”)
MINING LEASEMining Lease • July 2nd, 2009 • BE Resources Inc. • Miscellaneous metal ores
THIS LEASE is made and entered into this 2 day of January, 2004 between David Q. Tognoni, hereinafter referred to as “Lessee”, whose address is 5235 Horseshoe Bend, Clovis, California, 93611 and Kenneth Alan Sullivan and Cherrill L. Sullivan, hereinafter referred to as “Lessor”, whose address is Box 90, Winston, New Mexico, 87943.
FIRST AMENDMENT TO NPR ROYALTY AGREEMENTNPR Royalty Agreement • July 2nd, 2009 • BE Resources Inc. • Miscellaneous metal ores
SOUTH WEST EXPLORATION, LLC, a limited liability company under the laws of Colorado (hereinafter referred to as the “Royaltyholder”)
FIRST AMENDMENT TO NPR ROYALTY AGREEMENTNPR Royalty Agreement • July 2nd, 2009 • BE Resources Inc. • Miscellaneous metal ores
AND WHEREAS subsequent to October 1, 2007, the Royaltypayor has endeavoured to complete an initial public offering of its common stock in order to raise funds to, among other things, further explore the real property subject to the NPR Royalty Agreement;
GROSS ROYALTY AGREEMENTGross Royalty Agreement • July 2nd, 2009 • BE Resources Inc. • Miscellaneous metal ores • New Mexico
THIS AGREEMENT WITNESSES THAT, in consideration of the premises and the respective covenants and agreements hereinafter set forth in this agreement and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties do covenant and agree with one another as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • July 2nd, 2009 • BE Resources Inc. • Miscellaneous metal ores • Colorado
This Employment Agreement (the “Agreement”) is made effective as of December 1, 2007 (the “Effective Date”), by and between BE Resources Inc., a Colorado corporation (the “Company”) and David Q. Tognoni, an individual (“Employee”).
FIRST AMENDMENT TO NPR ROYALTY AGREEMENTNPR Royalty Agreement • July 2nd, 2009 • BE Resources Inc. • Miscellaneous metal ores
GREAT WESTERN EXPLORATION, LLC, a limited liability company under the laws of Colorado (hereinafter referred to as the “Royaltyholder”)
