Change in Directors Interests

ASX, AIM and Media Release

3 April 2013

                            BASE RESOURCES LIMITED                             

                         CHANGE IN DIRECTORS INTERESTS                         

Base Resources Limited (ASX:BSE, AIM:BSE) ("Base" or the "Company") advises
that on 2 April 2013 directors of the company sold a combined 1.5 million
shares to provide funding towards meeting tax liabilities arising from the
vesting of options in the 2012 financial year.

Managing Director Tim Carstens, and Executive Director Colin Bwye respectively
sold on market 507,328 and 992,672 ordinary shares in the Company at a price of
43 cents per share.

Following the sales, Mr Carstens currently holds a total of 641,006 ordinary
shares in the Company (507,672 held directly and 133,334 held indirectly
through SUMO Superannuation Fund of which Mr Carstens is sole beneficiary), and
Mr Bwye currently holds 1,251,223 ordinary shares in the Company (407,328 are
held directly, 362,414 are held indirectly through Mr Bwye's spouse, Annette
Bwye, and 481,481 are held indirectly through Bwye Superannuation Fund of which
Mr Bwye is trustee and beneficiary).

The option holdings of each of the directors remain unchanged.

A full PDF version of the announcement is available at the Company's website: 
www.baseresources.com.au

ENDS

For further enquiries contact:

Winton Willesee
Company Secretary
Email: [e-mail]
Phone: [phone]

RFC Ambrian Limited (Nominated Adviser and Broker)

As Nominated Adviser                       As Broker
Andrew Thomson or Trinity McIntyre         Caspar Shand-Kydd
Phone: [phone]                   Phone: [phone]

Corporate Details:

Board of Directors:
Andrew King Non-Executive Chairman
Tim Carstens Managing Director 
Colin Bwye Executive Director
Sam Willis Non-Executive Director
Michael Anderson Non-Executive Director
Trevor Schultz Non-Executive Director
Winton Willesee Non-Executive Director/ Company Secretary

Principal & Registered Office:            Contacts:

Level 1                                   Email: [e-mail]
50 Kings Park Road                        Phone: [phone]
West Perth WA 6005                        Fax: [phone]

About Base Resources

Base Resources Limited (ASX:BSE, AIM:BSE) is developing the world-class Kwale
Mineral Sands Project in Kenya, East Africa. Kwale is an advanced and highly
competitive project in a sector with a significant forecast supply shortfall
widely expected to emerge in the medium term.

The Kwale Project represents an advanced development opportunity with all
material project approvals, permits and licenses required for development
currently in place, funding in place and construction of all project elements
underway.

The Project enjoys a high level of support from the Government of Kenya as well
as the local community and, located just 50km from Mombasa, Kenya's principal
port facility, is well serviced by existing physical infrastructure.

Importantly, two pilot plant operations at Kwale provide confidence in
processing behaviour and indicate a suite of readily marketable products. The
Project's high value mineral assemblage and low stripping ratio result in a
projected revenue to cash cost ratio that would place Kwale in the top quartile
of world producers.

A realistic development time line should see the Kwale Project in production in
the second half of 2013.