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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-K/A

Amendment No. 1

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934For the fiscal year endedDecember 31, 2011

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For 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.)
|                                            |                    
|360 Bay Street, Suite 500, Toronto, Ontario | M5H 2V6            
|(Address of principal executive offices)    | (Zip Code)         

(416) 361-0737(Registrants telephone number,
including area code)

Securities registered pursuant to Section 12(b) of the Act:
None

Securities registered pursuant to Section 12(g) of the
Act:Common Stock, no par valueTitle of class

Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes [ 
]          No [X]

Indicate by check mark if the registrant is not required to
file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes [ 
]          No [X]

Indicate by check mark whether the registrant has (1) filed all
reports required to be filed by Sections 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 submit and post such files).

Yes [X]          No
[  ]

Indicate by checkmark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrants
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.
[  ]

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]

As of June 30, 2011, the last business day of the registrants
second fiscal quarter, the aggregate market value of the registrants common
equity held by non-affiliates was $4,369,666 based on the closing price of
Cdn$0.11 per share as reported on the TSX Venture Exchange and the Bank of
Canada noon rate of exchange reported on June 30, 2011, which was Cdn$0.9643 =
U.S.$1.00. As of April 23, 2012, there were 61,909,500 shares of the
registrants common stock outstanding.

---

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (this Form 10-K/A) to the
Annual Report on Form 10-K of BE Resources Inc. (referred to as the Company,
we, us, or our) for the year ended December 31, 2011, filed with the
Securities and Exchange Commission (the SEC) on March 28, 2012 (the Original
10-K) is being filed solely for the purpose of including the information
required by Part III of Form 10-K. Such information was previously expected to
be incorporated by reference to the Companys definitive proxy statement for the
2012 Annual Meeting of Shareholders. As the Company no longer anticipates filing
its definitive proxy statement within 120 days of its fiscal year ended December
31, 2011, Part III, Items 10-14, of the Companys Original 10-K are hereby
amended and restated in their entirety.

As required by Rule 12b-15, in connection with this Form
10-K/A, the Companys Chief Executive Officer and Chief Financial Officer are
providing Rule 13a-14(a) certifications dated April 27, 2012.

Except as described above, this Form 10-K/A does not modify or
update disclosure in, or exhibits to, the Original 10-K. Furthermore, this Form
10-K/A does not change any previously reported financial results, nor does it
reflect events occurring after the date of the Original 10-K. Information not
affected by this Amendment remains unchanged and reflects the disclosures made
at the time the Original 10-K was filed.

TABLE OF CONTENTS

|PART III                                                                                                      | 2 
|------------------------------------------------------------------------------------------------------------- | --
|                                                                                                              |   
|ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND
      CORPORATE GOVERNANCE                                         | 2 
|ITEM 11. EXECUTIVE COMPENSATION                                                                               | 4 
|ITEM 12. SECURITY OWNERSHIP OF CERTAIN
      BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 7 
|ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
      AND DIRECTOR INDEPENDENCE                      | 8 
|ITEM 14. PRINCIPAL ACCOUNTANT FEES AND
      SERVICES                                                         | 8 
|                                                                                                              |   
|PART IV                                                                                                       | 9 
|                                                                                                              |   
|ITEM 15. EXHIBITS, FINANCIAL STATEMENT
      SCHEDULES                                                        | 9 
|                                                                                                              |   
|SIGNATURES                                                                                                    | 10
|                                                                                                              |   
|Exhibit Index                                                                                                 | 11

1

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE

The following table reflects our directors and executive
officers as of the date of this Form 10-K/A:

|                 |     |                                                       | Board     
|---------------- | --- | ----------------------------------------------------- | ----------
|                 |     |                                                       | Position  
|Name             | Age | Positions With the
      Company                      | Held Since
|Jon Pereira      | 50  | President, Chief
      Executive Officer and Director | 2011      
|Carmelo Marrelli | 40  | Chief Financial Officer                               | N/A       
|Edward Godin     | 69  | Chairman of the
      Board and Director              | 2007      
|Robert Lufkin    | 59  | Director                                              | 2007      
|David Tognoni    | 60  | Director                                              | 2007      
|Mani Verma       | 70  | Director                                              | 2011      

Members of our Board of Directors serve until the next annual
meeting of shareholders and until their successors are elected and qualified or
until they resign or are removed.

The following information summarizes the business experience of
our directors and officers for at least the last five years.

Directors

Jon Pereira. Mr. Pereira has been our President, Chief
Executive Officer and a director of our company since August of 2011. He has
also served as Vice President-Operations for DDI Toronto Corp., a printed
circuit board manufacturer, since May 1, 2001. He is a current director for
James Bay Resources Limited and a former director of Active Control Technology
Inc.. Our Board of Directors believes that Mr. Pereiras operations, financial
and business experience give him the qualifications and skills necessary to
serve as a director of our company.

Edward Godin.Mr. Godin has been the Chairman of our
Board of Directors since July 2, 2008 and a director of our company since its
inception. He is the founder and, since 1987, has been the President and Chief
Executive Officer of Continental Precious Minerals Inc., a corporation engaged
in the exploration and development of mineral properties. The common shares of
Continental Precious Minerals Inc. are listed on the Toronto Stock Exchange. Our
Board of Directors believes that Mr. Godins financial and business experience,
including his experience in managing and directing a publicly-traded natural
resource-based company, gives him the qualifications and skills necessary to
serve as a director of our company.

Robert Lufkin.Since 1997, Mr. Lufkin has been an
Associate with Langdon Wilson Architecture Planning Interiors, an architectural
firm based in Phoenix, Arizona. He is a construction contract administrator
certified by the Construction Specifications Institute in the State of Arizona.
He has 36 years of experience in the construction industry with a background in
project management and field supervision. Mr. Lufkin also currently manages two
privately-held mineral exploration companies including South West Exploration,
LLC, which he has managed since 2004 and Bethany Resources, LLC which he has
managed since 2007. These two companies previously held interests in certain of
our properties but are presently dormant. He is also a veteran of the United
States Marine Corps and attended Arizona State University, College of
Construction Engineering. Mr. Lufkin was appointed a director of our company on
December 7, 2007. Our Board of Directors believes that Mr. Lufkins financial
and business experience, including a background of managing natural
resource-based companies, give him the qualifications and skills necessary to
serve as a director of our company.

David Tognoni.Mr. Tognoni has served as a director of
our company since our inception in August 2007. From August 2007 to August 2011,
Mr. Tognoni served as President, Chief Executive Officer and Secretary of our
company. From August 2011 to November 2011, Mr. Tognoni served as our Chief
Operating Officer. From 2003 to July 2007, he served as a Manager of Great
Western Exploration, LLC, a Colorado limited liability company involved in mineral exploration (GWE) and the prior owner of
certain of our properties. On October 1, 2007, we acquired a 100% interest in
certain mineral leases and mineral claims in the State of New Mexico covering an
area of approximately 20,000 acres from GWE. We refer to the properties acquired
from GWE as the Acquired Property.

2

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Mr. Tognoni holds a B.S. Engineering degree from the Arizona
State University. He has also completed post-graduate studies in geology,
aeronautics and meteorology at the Arizona State University, ore reserve
estimation at the Colorado School of Mines and mining engineering & finance
at the University of Arizona. He is a registered professional geological
engineer in the States of Wyoming, Arizona and New Mexico. Our Board of
Directors believes that Mr. Tognonis training and business experience,
including his geological and related experience, gives him the qualifications
and skills necessary to serve as a director of our company.

Mani Verma. Mr. Verma has been the Chief Executive
Officer and a director of Mag Copper Limited, a CNSX listed company in Toronto,
Ontario since May 2011. Prior to that, Mr. Verma was an independent consultant
to the minerals industry for over ten years. Mr. Verma was also the President
and a director of AMT International, a TSX-V listed company. He was also a
founding member of Micon International Limited, a premier mining consulting
company. He has over 35 years of experience as a mining engineer, working with
both mining companies and major consulting firms. Mr. Verma was appointed a
director of our company on October 13, 2011. Our Board of Directors believes
that Mr. Vermas extensive experience as a mining engineer gives him the
qualifications and skills necessary to serve as a director of our company.

Our Executive Officers

In addition to Mr. Pereira, we have the following executive
officer as of the date of this Form 10-K/A:

Carmelo Marrelli. Mr. Marrelli has been our Chief
Financial Officer since November 2007, a position that requires a minor portion
of his time. He has been a principal of Marrelli Support Services Inc. in
Toronto, Ontario since February 2009. Marrelli Support Services is a bookkeeping
firm which provides accounting and bookkeeping services to both private and
publicly-traded companies. From 2004 to January 2009, Mr. Marrelli was a partner
with Marrelli & Drake Corporate Services in Toronto, Ontario, a firm which
provided administrative services to public companies in Canada. Mr. Marrelli
holds a Bachelor of Commerce degree from the University of Toronto, and is
qualified as a Chartered Accountant and as a Certified General Accountant in
Canada. Mr. Marrelli has been a director of Odyssey Resources Limited, the
securities of which are listed on the TSX Venture Exchange, since February 2008.
He is also a director of Focused Capital II Corp., a capital pool company.

Our officers serve at the pleasure of the Board of
Directors.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING
COMPLIANCE

Section 16(a) of the U.S. Securities Exchange Act of 1934, as
amended (the 1934 Act), requires our directors and executive officers, and
persons who beneficially own more than ten percent of a registered class of our
equity securities, to file with the SEC an initial report of ownership and
reports of changes in ownership of our common stock and other equity securities.
Executive officers, directors and beneficial owners of greater than ten percent
of our common stock are required by regulations of the SEC to furnish us with
copies of all Section 16(a) reports they file.

To our knowledge, based solely upon a
review of the copies of such reports furnished to us, all filing requirements
under Section 16(a) applicable to our officers, directors and beneficial owners
of more than ten percent of our common stock were satisfied in a timely manner
except for one late Form 3 filed by Daryl Nelson.

3

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CODE OF BUSINESS CONDUCT AND ETHICS

On July 2, 2008, our Board of Directors adopted a Code
of Business Conduct and Ethics. The Code of Business Conduct and Ethics is
applicable to all directors, officers and employees and sets forth our policies
and procedures with respect to minimum moral and ethical standards in the
conduct of our business. Some examples of conduct addressed in our ethics code
include conflict of interest situations, fair dealing with others,
confidentiality and compliance with laws and regulations. A current copy of the
Code of Business Conduct and Ethics is available on our website at
www.beresources.ca under About BE Resources/Code of Business Conduct and
Ethics.

CORPORATE GOVERNANCE

Our Board of Directors maintains a standing Audit
Committee. Our Audit Committee is comprised of the entire Board of Directors.
The Board has determined that Mr. Godin qualifies as an audit committee
financial expert.

ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth the total compensation paid
during the last two fiscal years to our named executive officers, which includes
the individuals who served as our principal executive officer during portions of
2011. No other executive officer received total compensation in excess of
$100,000 during 2011.

Summary Compensation Table for 2011

|Name and Principal Position                                                                                           | Year   | Salary ($) | Option Awards(1)
      ($) | All Other Compensation ($) | Total ($)
|--------------------------------------------------------------------------------------------------------------------- | ------ | ---------- | -------------------------- | -------------------------- | ---------
|Jon Pereira, President
      and Chief Executive Officer(2)                                                           | 2011   | --         | 364,500                    | --                         | 364,500  
|David Tognoni, Former
      President, Chief Executive Officer and Secretary, Former Chief
      Operating Officer(3) | 2011   | 33,000     | 24,300                     | 165,000(4)                 | 222,300  
|2010                                                                                                                  | 36,000 | 73,500     | 226,000(4)                 | 335,500                   

|(1) | Reflects the aggregate grant date fair value of options
      awarded during 2011, computed in accordance with Financial Accounting
      Standards Board (FASB) Accounting Standards Codification (ASC) Topic
      718. Please see Note 7 to the audited financial statements filed with the
      annual report on form 10-K for the year ended December 31, 2011 for a
      description of certain assumptions made in connection with the valuation
      of these option awards.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Mr. Pereira was appointed as our President and Chief
      Executive Officer on August 24, 2011.                                                                                                                                                                                                                                                                                                                                                                                           
|(3) | Mr. Tognoni resigned as President, Chief Executive
      Officer and Secretary on August 24, 2011 and was appointed as our Chief
      Operating Officer on such date. He resigned as Chief Operating Officer on
      November 4, 2011.                                                                                                                                                                                                                                                   
|(4) | These amounts represent the expense allowance paid to Mr.
      Tognoni to cover the cost of office space used by Mr. Tognoni and any
      associated overhead costs. As part of his compensation, Mr. Tognoni had
      been granted a 1% gross profits royalty interest in the New Mexico
      property and an area of interest. To date, we have not generated any
      revenue from the property. See discussion below.                                                             

We entered into an employment agreement with Mr. Tognoni in
2007 which expired in December 2010. In January 2011, we entered into an Amended
and Restated Employment Agreement with Mr. Tognoni (the Amended Agreement)
which had extended until December 31, 2011, however, the Amended Agreement was
terminated in connection with Mr. Tognonis resignation as Chief Operating
Officer on November 4, 2011. Under the terms of the Amended Agreement, we were
permitted to terminate Mr. Tognonis employment without cause upon 30 days
notice and for cause without notice at any time. Mr. Tognoni was permitted to
terminate his employment with us for any reason upon 30 days notice.

4

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Under the Amended Agreement, Mr. Tognoni received base salary
at the rate of $36,000 per year until his resignation. We also paid Mr. Tognoni
an office allowance in the amount of $15,000 per month to cover office space,
telephone, fax, supplies, equipment rental, secretarial and other administrative
support until August 31, 2011. We have accrued amounts to cover this office
allowance from September 1, 2011 to November 4, 2011. In the event we terminated
him without cause or he resigned for good reason, we would have been obligated
to pay Mr. Tognoni an amount equal to one year of base salary at the then
prevailing rate, payable in 12 monthly installments. Mr. Tognoni was not deemed
to have resigned for good reason under the Amended Agreement.

As part of Mr. Tognonis compensation, Mr. Tognoni was also
granted a 1% gross profits royalty interest in the New Mexico property and a
three mile area of interest from the outside boundary of each lease and claim
comprising the New Mexico property. Gross profits under the agreement are
determined by subtracting marketing costs, distribution costs, taxes and royalty
payments (excluding the 10% net profit royalty interest granted to Great Western
Exploration, LLC, a Colorado limited liability company involved in mineral
exploration (GWE), which is the prior owner of the New Mexico property, and
other parties) from any revenue generated from our ownership interest in this
property. To date, we have not generated any revenue from the property. The 1%
gross profits royalty interest is calculated and payable to Mr. Tognoni on a
quarterly basis. We have the right at any time to purchase up to one-half or
some lesser fraction of the gross profits royalty at the fair market value
thereof and also have a right of first refusal to acquire the gross profits
royalty.

Mr. Tognoni has agreed to keep all trade secrets and
confidential information confidential, even after the Amended Agreements
termination. Mr. Tognoni has also signed non-competition and non-solicitation
covenants with us, valid for a period of one year after the termination of the
Amended Agreement, irrespective of the circumstances surrounding such
termination.

Mr. Pereira does not have a written employment agreement
and was not paid a salary prior to February 2012. He was only reimbursed for out
of pocket expenses. As of February 23, 2012, Mr. Pereira began being paid a
monthly salary of Cdn$10,000, of which Cdn$5,000 is paid to Mr. Pereira and the
balance of which is accruing until such time as the Board of Directors
determines that the Company is sufficiently stable to be able to pay the
accrual.

5

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Outstanding Equity Awards At 2011 Fiscal Year-End

The outstanding equity awards for the named executive officers
as of December 31, 2011 are as follows:

|              |  | Option Awards | 
|------------- |  | ------------- | 
|              |  |               | 
|              |  |               | 
|              |  |               | 
|              |  |               | 
|              |  | Number of     | 
|              |  | Securities    | 
|              |  | Underlying    | 
|              |  | Unexercised   | 
|              |  | Options       | 
|Name          |  | Exercisable   | 
|              |  | (#)           | 
|Jon Pereira   |  | 1,500,000     | 
|David Tognoni |  | 100,000       | 
|              |  | 800,000       | 
|              |  | 300,000       | 

_____________________(1) The option exercise price set
forth in these option grants is denominated in Canadian dollars rather than
United States dollars. The exercise price would be equal to US$0.25 for options
priced at Cdn$0.25 and US$0.31 for options priced at Cdn$0.31 based upon the
noon buying rate of the Bank of Canada as of April 23, 2012, equal to Cdn$1.00 =
US$1.0064.

Director Compensation for 2011

Each director who is not an officer is entitled to receive
$1,000 per Board meeting attended by the director. However, given our limited
financial resources during 2011, the directors elected to forego the $1,000
payments for Board meetings during that year. Directors are also reimbursed for
reasonable and necessary expenses incurred in their capacities as such. In
addition, directors are eligible for stock option grants.

The table below summarizes the compensation of our four
directors serving during 2011 who were not also officers for the fiscal year
ended December 31, 2011:

|                  |  | Option |  |  |        | 
|----------------- |  | ------ |  |  | ------ | 
|                  |  | Awards |  |  | Total  | 
|Name(1)           |  | ($)(2) |  |  | ($)    | 
|Edward Godin      |  | 24,300 |  |  | 24,300 | 
|Robert Lufkin     |  | 24,300 |  |  | 24,300 | 
|Michael Swedak(3) |  | --     |  |  | --     | 
|Mani Verma(4)     |  | --     |  |  | --     | 

|(1) | The compensation for Messrs. Pereira and Tognoni, who
      served as directors during 2011, are reflected in the Summary Compensation
      Table on page 4 of this Form 10-K/A.                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Reflects the aggregate grant date fair value of options
      awarded during 2011, computed in accordance with FASB ASC Topic 718.
      Please see Note 7 to the audited financial statements filed with the
      annual report on form 10-K for the year ended December 31, 2011 for a
      description of certain assumptions made in connection with the valuation
      of these option awards. As of December 31, 2011, each
  non-employee director had the following number of options outstanding:
      Godin: 1,100,000; Lufkin: 600,000; Swedak: nil; and Verma: nil.
|(3) | Mr. Swedak was appointed to the Board of Directors on
      August 24, 2011 and resigned therefrom on October 14, 2011.                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(4) | Mr. Verma was appointed to the Board of Directors on
      October 13, 2011.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

6

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As of April 23, 2012, there were a total of 61,909,500 shares
of our common stock issued and outstanding, our only class of voting securities
currently outstanding.

The following table describes the beneficial ownership of our
voting securities as of April 23, 2012 by: (i) each of our named executive
officers and directors; (ii) all of our executive officers and directors as a
group; and (iii) each shareholder known to us to own beneficially more than 5%
of our common stock. Unless otherwise indicated, the address of each of the
individuals is c/o BE Resources Inc., 360 Bay Street, Suite 500, Toronto,
Ontario M5H 2V6. All ownership is direct, unless otherwise stated.

|                                                                      |  | Shares
      Beneficially Owned |                
|--------------------------------------------------------------------- |  | ------------------------------- | ---------------
|Name and Address of Beneficial Owners                                 |  | Number                          |                
|Jon Pereira                                                           |  | 1,500,000                       | (2)            
|Edward Godin                                                          |  | 2,600,000                       | (3)            
|Robert Lufkin                                                         |  | 754,000                         | (4)            
|David Tognoni                                                         |  | 2,271,000                       | (5)            
|Mani Verma                                                            |  | 32,000                          | (6)            
|GWE 1204 West Ash Street, Suite I
      Windsor, CO 80550             |  | 9,400,000                       | (7)            
|Robert Valois 2008
      Meander Road Windsor, CO 80526               |  | 9,400,000                       | (8)            
|Ronald E. Walling 1204 W. Ash Street,
      Suite A Windsor, CO 80550 |  | 9,400,000                       | (8)            
|All officers and directors as
      a group (6 individuals)           |  | 7,548,666                       | (2)(3)(4)(5)(9)

______________________ * Less than 1%.

|(1) | Calculated in accordance with Rule 13d-3 under the 1934
      Act.                                                                                                                                                                                                                                                                                                                                                                                   
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Includes options to purchase 1,500,000 shares, which are
      currently exercisable.                                                                                                                                                                                                                                                                                                                                                                
|(3) | Includes options to purchase 1,100,000 shares, which are
      currently exercisable. Also includes 500,000 shares owned by Ekwan-X,
      Inc., of which Mr. Godin is the Chief Executive Officer and sole director.                                                                                                                                                                                                                                
|(4) | Includes options to purchase 600,000 shares which are
      currently exercisable.                                                                                                                                                                                                                                                                                                                                                                   
|(5) | Includes options to purchase 1,300,000 shares which are
      currently exercisable. Also includes 70,000 shares owned by the reporting
      persons spouse, of which he disclaims beneficial ownership.                                                                                                                                                                                                                                           
|(6) | Includes 9,000 shares owned by the reporting person's spouse, of which he
      disclaims beneficial ownership.                                                                                                                                                                                                                                                                                                                                      
|(7) | Based on our companys records.                                                                                                                                                                                                                                                                                                                                                                                                                      
|(8) | According Daryl Nelson, former manager of GWE, on March
      24, 2012, Messrs. Valois and Walling were elected as the two managers of
      GWE and, therefore, may be deemed to beneficially hold the 9,400,000
      shares of our common stock held by GWE.                                                                                                                                                                                      
|(9) | Includes options to purchase 300,000 shares held by
      Carmelo Marrelli, which are currently exercisable. Also includes 15,000
      shares which are owned by M.A.R.I.A.N.O.E.L. Holdings Limited, of which
      Mr. Marrellis spouse is the president and record holder, 24,198 shares
      owned by Mr. Marrellis spouse and 11,635 shares owned by Salma and Noah
      Holdings (Barbados) Limited, which entity Mr. Marrelli
  controls.

7

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Changes in Control

We know of no arrangement or events, including the pledge by
any person of our securities, which may result in a change in control of our
company.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE

CERTAIN RELATED PARTY TRANSACTIONS

Procedures and Policies. We consider related party
transactions to be transactions between our company and (i) a director,
officer, director nominee or beneficial owner of greater than five percent of
our stock; (ii) the spouse, parents, children, siblings or in-laws of any person
named in (i); or (iii) an entity in which one of our directors or officers is
also a director or officer or has a material financial interest.

The Audit Committee is vested with the responsibility of
evaluating and approving any potential related party transaction, unless a
special committee consisting solely of disinterested and independent directors
is appointed by the Board of Directors. The policies and procedures for related
party transactions are set forth in our Audit Committee Charter and Code of
Business Conduct and Ethics.

Since January 1, 2011, we incurred fees for accounting services
rendered of $42,272 charged by a corporation controlled by our Chief Financial
Officer, Carmelo Marrelli, and consulting fees of $32,000 charged by Mr.
Marrelli for his services as Chief Financial Officer. In addition, since January
1, 2011, we incurred fees for corporate secretarial services rendered of $18,908
charged by a corporation of which Mr. Marrelli is also an officer.

DIRECTOR INDEPENDENCE

Edward Godin, Robert Lufkin and Mani Verma are independent
directors within the meaning of Rule 5605(a)(2) of the Listing Rules of the
Nasdaq Stock Market, LLC (Listing Rules). Michael Swedak, who served as a
director from August 2011 to October 2011, was also an independent director. Mr.
Pereira is an executive officer of our company, and therefore is not an
independent director within the meaning of the Listing Rules. Likewise, Mr.
Tognoni served as an executive officer of our company during 2011 and,
therefore, is not an independent director within the meaning of the Listing
Rules.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Principal Accountant Fees.The following table sets
forth fees billed or to be billed by our independent registered public
accounting firm for 2011, De Joya Griffith & Company, LLC, and by our
independent registered public accounting firm for 2010, McGovern, Hurley,
Cunningham, LLP:

|                   |   | 2011   |  |   | 2010   | 
|------------------ | - | ------ |  | - | ------ | 
|Audit Fees         | $ | 44,750 |  | $ | 89,500 | 
|Audit Related Fees |   | -      |  |   | -      | 
|Tax Fees           |   | -      |  |   | 4,000  | 
|All Other Fees     |   | -      |  |   | -      | 
|Total Fees         | $ | 44,750 |  | $ | 93,500 | 

Audit Fees are the aggregate fees billed for the audit of the
our annual financial statements, reviews of prospectus disclosures and interim
financial statements, attestation services that are provided in connection with
statutory and regulatory filings or engagements, assistance in responding to
comment letters from securities regulatory bodies and consultations with our
management as to accounting treatment of transactions or events and/or the
actual or potential impact of final or proposed rules, standards or
interpretation by the securities regulatory authorities, accounting standard
setting bodies or other regulatory or standard setting bodies.

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Tax Fees are fees for professional services rendered for tax
compliance and tax advice on actual or contemplated transactions.

It is the policy of the Audit Committee to engage the
independent registered public accounting firm selected to conduct the financial
audit for our company and to confirm, prior to such engagement, that such
independent registered public accounting firm is independent of the company.
Also in keeping with its policy, all services of the independent registered
public accounting firm reflected above were pre-approved by the Audit
Committee.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

The following Exhibits are filed as a part of this Amendment
No. 1 to Annual Report on Form 10-K:

|Item No. | Description                                                                                                             
|-------- | ------------------------------------------------------------------------------------------------------------------------
|*31.1    | Certification
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Jon Pereira                           
|*31.2    | Certification pursuant to Section
      302 of the Sarbanes-Oxley Act of 2002 for Carmelo Marrelli                      
|*32.1    | Certification
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Jon Pereira
      and Carmelo Marrelli

* Filed with this report

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SIGNATURES

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

|                      | BE RESOURCES INC.                    
|--------------------- | -------------------------------------
|                      |                                      
|                      |                                      
|                      | /s/ Jon Pereira                      
|Dated: April 27, 2012 | Jon Pereira                          
|                      | President and Chief Executive Officer

Pursuant to the requirements of the Exchange Act, this Report
has been signed below by the following persons on behalf of the Company and in
the capacities and on the dates indicated.

|/s/ Jon Pereira            | President, Chief Executive Officer,
      and Director | April 27, 2012
|-------------------------- | ------------------------------------------------------ | --------------
|Jon Pereira                | (Principal Executive Officer)                          |               
|                           |                                                        |               
|                           |                                                        |               
|/s/ Carmelo
      Marrelli | Chief Financial Officer                                | April 27, 2012
|Carmelo Marrelli           | (Principal Financial and Accounting
      Officer)     |               
|                           |                                                        |               
|/s/ Edward Godin           | Chairman of the Board of Directors                     | April 27, 2012
|Edward Godin               |                                                        |               
|                           |                                                        |               
|                           | Director                                               |               
|Robert Lufkin              |                                                        |               
|                           |                                                        |               
|                           | Director                                               |               
|David Q. Tognoni           |                                                        |               
|                           |                                                        |               
|/s/ Mani Verma             | Director                                               | April 27, 2012
|Mani Verma                 |                                                        |               

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Exhibit Index

|Item No. | Description                                                                                                             
|-------- | ------------------------------------------------------------------------------------------------------------------------
|*31.1    | Certification
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Jon Pereira                           
|*31.2    | Certification pursuant to Section
      302 of the Sarbanes-Oxley Act of 2002 for Carmelo Marrelli                      
|*32.1    | Certification
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Jon Pereira
      and Carmelo Marrelli

* Filed with this report

11

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