BE Resources Inc V.BER.H

AGM " Another Giveaway Meeting "

[buyb4its2l82]

AGM is June 30th this year. Top of the agenda more shares to give away. I think we will be up to almost 10 million. Someone has to make money it might as well be the directors, consultants and who ever else BER see's fit to get rewarded. I have never seen more shares handed out. I could be wrong, but it is happening. Out of our first 6.5 million we have handed out 6 million. It is note worthy. Cheers.

To approve an amendment to the Company’s Stock Option Plan to increase the number of shares reserved for issuance under the Plan to 10,000,000

On April 21, 2011, the Board of Directors unanimously adopted a resolution to amend the Plan to increase the number of shares reserved for issuance under the Plan from 6,500,000 to 10,000,000. The Board of Directors recommends that the shareholders approve this amendment. Our Board of Directors believes that increasing the number of shares available for grant under the Plan will enable us to provide further incentives to key persons upon whom we rely for the growth of our business. Since we are an exploration-stage company with no revenue, we rely heavily on the grant of equity awards (primarily in the form of option grants) to compensate and incentivize our employees, directors and consultants. We believe that the grant of options under the Plan also serves the interest of our shareholders, since the recipient of an option award will only benefit if the price of underlying common stock increases after the date of grant.

There are currently a total of 6,500,000 shares of common stock reserved for the grant of awards under the Plan. If the proposed amendment is approved, 3,500,000 additional shares of common stock will be reserved for future grants. After considering previous grants, as of May 2, 2011, there are 550,000 shares of common stock available for grant under the existing Plan. If the proposed amendment is approved, we will have a total of 4,050,000 shares available for future grants. The amount of 10,000,000 shares is the approximate maximum number of shares which we may grant under applicable rules of the TSX-V, being no more than 20% of the issued and outstanding shares as of the date of this proxy statement.

 
Eligible participants under the Plan include our employees, officers, directors and consultants and those of any company that may in the future become a subsidiary. The Plan provides for the grant of incentive stock options and non-qualified stock options;