Mr. Carmelo Marrelli reports

BE RESOURCES ANNOUNCES CLOSING OF DEBT SETTLEMENT

Further to BE Resources Inc.'s press release dated March 6, 2025, the company settled $361,361.23 of debt owed to certain creditors of the company in consideration for the issuance of 5,559,399 common shares of the company at a deemed price of 6.5 cents per share. The company expects that the proposed debt settlement will assist the company in preserving its cash for working capital.

Any securities issued in connection with the debt settlement will be issued in reliance on certain prospectus and registration exemptions under applicable securities legislation and will be subject to a hold period of four months and a day. The debt settlement is subject to the receipt of all regulatory approvals, including the final approval of the TSX-V.

Under the debt settlement, 4,128,027 shares were issued to Marrelli Capital Ltd., a company that Carmelo Marrelli, the company's chief executive officer, exercises control and direction over. The insider issuance is considered a related party transaction pursuant to Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company is relying upon Section 5.5(b) of MI 61-101 for an exemption from the formal valuation requirement of MI 61-101 as the securities of the company are not listed or quoted on a specified market, and Section 5.7(e) of MI 61-101 for an exemption from the minority shareholder approval requirements of MI 61-101, as: (i) the company was (and continues to be) in serious financial difficulty; (ii) the insider issuance is designed to improve the financial position of the company; (iii) Paragraph 5.5(f) (Bankruptcy, Insolvency, Court Order) of MI 61-101 was not applicable; and (iv) the company's board of directors, acting in good faith, and at least two-thirds of the company's independent directors, acting in good faith, determined that: (a) the company was (and continues to be) in serious financial difficulty and the related party transactions are each designed to improve the financial position of the company; and (b) the terms of the insider issuance were reasonable in the circumstances.

Early warning report

Prior to the closing of the debt settlement, Mr. Marrelli beneficially owns and exercises control and direction over, through Marrelli Capital, 2,711,919 shares (or approximately 46.8 per cent of the total issued and outstanding shares). Following the completion of debt settlement, Mr. Marrelli beneficially owns and exercises control and direction over, through Marrelli Capital, 6,839,946 shares (or approximately 60.22 per cent of the total issued and outstanding shares on both a non-diluted and partially diluted basis).

The settlement shares were acquired by Mr. Marrelli for investment purposes, and, depending on market and other conditions, he may, from time to time, in the future, increase or decrease his ownership, control or direction over securities of the company through market transactions, private agreements or otherwise. For the purposes of this notice, the address of Mr. Marrelli is 82 Richmond St. E, Toronto, Ont., M5C 1P1.

In satisfaction of the requirements of the National Instrument 62-104, Take-Over Bids and Issuer Bids, and NI 62-103, The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, an early warning report respecting the acquisition of the settlement shares by Mr. Marrelli will be filed under the company's SEDAR+ profile.

About BE Resources Inc.

BE Resources is listed on the TSX-V and is focused on repositioning its business to pursue opportunities that will optimize its operations and potential. BE Resources' shares are currently listed on the NEX board under the symbol BER.H.

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