Half Yearly Report and Accounts

11 March 2013

INTERIM FINANCIAL REPORT

Base Resources Limited (ASX:BSE; AIM:BSE) ("Base" or the "Company") is pleased
to provide its Interim Financial Report for the six month period ended 31
December 2012.

Please find below an extract from the Interim Financial Report (reported in
Australian dollars) including:
  * The Directors Report;
  * Consolidated Statement of Comprehensive Income;
  * Consolidated Statement of Financial Position;
  * Consolidated Statement of Changes in Equity; and
  * Consolidated Statement of Cash Flows
   
A copy of the full Interim Financial Report, including the accompanying notes
to the accounts, is available from the Company's website at 
www.baseresources.com.au.


                            BASE RESOURCES LIMITED                             
                             CONSOLIDATED ACCOUNTS                             

                              ABN 88 125 546 910                               

                           Interim Financial Report                            
                        for the six month period ended                         
                               31 December 2012                                


DIRECTORS REPORT

Your directors submit the interim financial report of the Group, being the
Company, Base Resources Limited, and its controlled entities for the half-year
ended 31 December 2012.

Directors

The names of the directors in office at any time during or since the end of the
half-year are:
Mr Andrew King
Mr Tim Carstens
Mr Colin Bwye
Mr Winton Willesee
Mr Samuel Willis
Mr Trevor Schultz
Mr Michael Anderson
Mr Mike Stirzaker - alternate for Trevor Schulz

Directors have been in office since the start of the financial year to the date
of this report.

Company Secretary

Mr Winton Willesee held the position of company secretary during the half year.

Principal Activities and Significant Changes in Nature of Activities

The principal activities of the Group during the half-year were the development
of the Kwale Mineral Sands Project in Kenya.

There were no significant changes in the nature of the Group's principal
activities during the half-year.

Operating Results

Total comprehensive loss of the Group for the half-year amounted to $3,374,028
(2011: profit $283,887).

Dividends Paid or Recommended

There were no dividends paid or declared for payment during the period ended 31
December 2012.

Review of Operations

Base continues to make strong progress in the development of the Kwale Mineral
Sands Project with the level of site construction activity increasing
significantly in the last quarter of 2012. With the overall development 50%
complete, the Kwale Project continues to be on schedule for practical
completion in Q3 2013 and first shipment in Q4 2013.

In early October, the Company completed a A$40 million share placement and
entitlement offer in order to meet the additional funding requirements from the
revised Kwale Project capital cost estimate of US$298 million.

The Company achieved financial close on the US$170 million project debt
facilities in November and the first drawdown of US$52 million was completed.
This was a critical milestone in the development of the Kwale Project as Base
now has access to the full funding required to complete the development of the
Kwale Project and bring it to positive cash flow.

Despite the recent soft demand, the long term outlook for all mineral sands
products remains very positive. In this light, Base continues to receive strong
interest in all of its products from the market. Discussions continue with a
number of parties in relation to the balance of Base's production not already
secured by offtake agreements.

Financial Position

The Group's working capital, being current assets less current liabilities, was
$86,508,469 at 31 December 2012 (30 June 2012: $101,172,415).

Achieving financial close on the US$170 million project debt facilities in
November 2012 ensures Base Resources has the funding required to take Kwale
through development and to positive cash flow. At 31 December 2012 the
available loan balance was US$118 million.

In the Directors' opinion, there are reasonable grounds to believe that the
Group will be able to pay its debts as and when they become due and payable.

Auditor's Declaration

The lead auditor's independence declaration under section 307C of the
Corporations Act 2001 is set out on page 6 of the full report for the half-year
ended 31 December 2012.


This report is signed in accordance with a resolution of the Board of
Directors.


Winton Willesee
Director
Dated this 11th day of March 2013


CONSOLIDATED CONDENSED STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED 31 DECEMBER 2012


                                          6 months to       6 months to
                                     31 December 2012  31 December 2011
                                   Note             $                 $
                                                               Restated
                                                                 
Directors' and related fees               (1,081,949)         (792,026)
Employee benefits expense                   (419,299)         (190,492)
Consultant fees                             (786,867)         (395,117)
Administrative expense                      (761,635)         (512,184)
Accounting, audit and related               (137,952)         (224,051)
 services fees                                                    
Share based payment expense                 (215,069)          (89,207)
Depreciation                                 (35,961)          (12,597)
Other expenses from ordinary                 (42,829)          (45,302)
 activities                                                       
Profit / (loss) before financing          (3,481,561)       (2,260,976)
 income and income tax                                            
Financing income, net                 2     1,087,624         2,682,827
Profit / (loss) before income tax         (2,393,937)           421,851
Income tax expense                                  -           (8,686)
Net profit / (loss) for the period        (2,393,937)           413,165
Other comprehensive income                                       
Foreign currency translation                (980,091)         (129,278)
 differences - foreign operations                                 
Total other comprehensive income /          (980,091)         (129,278)
 (loss) for the period                                            
Total comprehensive income / (loss)       (3,374,028)           283,887
 for the period                                                 
                                                                 
Profit / (loss) per share                       Cents             Cents
Basic profit / (loss) per share                (0.47)              0.12
 (cents per share)                                                
Diluted profit / (loss) per share              (0.47)              0.11
 (cents per share)                                                
                                                                 
Weighted average shares on issue               Number            Number
Basic earnings per share                  505,005,246       356,740,710
Diluted earnings per share                514,505,246       366,240,710


The accompanying notes form part of these consolidated financial statements.



CONSOLIDATED CONDENSED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2012

                                               31 December 2012   30 June 2012
                                          Note                $              $
                                                                              
Current assets                                                                
Cash and cash equivalents                   3        94,539,376    105,805,685
Other receivables                                     1,484,421      1,530,313
Other                                                 2,575,347      2,019,898
Total current assets                                 98,599,144    109,355,896
                                                                              
Non-current assets                                                            
Capitalised exploration and evaluation      4           981,672        653,514
Capitalised mine development                5       157,471,924     62,132,204
Property, plant and equipment               6         1,902,993      1,699,808
Capitalised borrowing costs                 7                 -      7,506,115
Other receivables                                     7,343,436      2,292,213
Other                                                         -         36,553
Total non-current assets                            167,700,025     74,320,407
Total assets                                        266,299,169    183,676,303
                                                                              
Current liabilities                                                           
Trade and other payables                             11,832,109      7,974,515
Provisions                                              258,566        208,966
Total current liabilities                            12,090,675      8,183,481
                                                                              
Non-current liabilities                                                       
Borrowings                                  8        43,361,006              -
Provisions                                            1,561,532        714,990
Deferred revenue                                      4,821,000      4,948,046
Total non-current liabilities                        49,743,538      5,663,036
Total liabilities                                    61,834,213     13,846,517
Net assets                                          204,464,956    169,829,786
                                                                              
Equity                                                                        
Issued capital                              9       213,444,499    175,718,629
Reserves                                              (576,077)        120,686
Accumulated losses                                  (8,403,466)    (6,009,529)
Total equity                                        204,464,956    169,829,786


The accompanying notes form part of these consolidated financial statements.

CONSOLIDATED CONDENSED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHS ENDED 31 DECEMBER 2012


                                                        Share      Foreign        Total
                                                        based     currency            
                               Issued  Accumulated    payment  translation                       
                              capital       losses    reserve      reserve            
                                    $           $          $            $            $
                                          Restated                                  
                                                                                   
Balance at 1 July 2011     21,882,774  (6,340,742)    799,630    (726,172)   15,615,490
Profit for the period               -      413,165          -            -      413,165
Other comprehensive loss            -            -          -    (129,278)    (129,278)
Total comprehensive                 -      413,165          -    (129,278)      283,887
 profit / (loss) for the                                                            
 period                                                                             
                                                                                   
Transactions with owners, recognised directly in equity                            
Shares issued during the  153,835,855            -          -            -  153,835,855
 period, net of costs                                                               
Share based payments                -            -     89,207            -       89,207
Balance at 31 December    175,718,629  (5,927,577)    888,837    (855,450)  169,824,439
 2011                                                                               
                                                                                   
Balance at 1 July 2012    175,718,629  (6,009,529)  1,219,113  (1,098,427)  169,829,786
Loss for the period                 -  (2,393,937)          -            -  (2,393,937)
Other comprehensive loss            -            -          -    (980,091)    (980,091)
Total comprehensive                 -  (2,393,937)          -    (980,091)  (3,374,028)
 profit / (loss) for the                                                            
 period                                                                             
                                                                                   
Transactions with owners, recognised directly in equity                            
Shares issued during the   37,725,870            -          -            -   37,725,870
 period, net of costs                                                               
Share based payments                -            -    283,328            -      283,328
Balance at 31 December    213,444,499  (8,403,466)  1,502,441  (2,078,518)  204,464,956
 2012                                                                               


The accompanying notes form part of these consolidated financial statements.


CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED 31 DECEMBER 2012

                                                   6 months to       6 months to
                                              31 December 2012  31 December 2011
                                                             $                 $
                                                                        Restated
                                                                               
Cash flows from operating activities                                           
Payments in the course of operations               (3,276,310)       (1,980,230)
Deferred revenue received                                    -         4,948,046
Income tax paid (Kenya)                                      -           (8,686)
Net cash generated by / (used in)                  (3,276,310)         2,959,130
 operating activities                                                           
                                                                               
Cash flows from investing activities                                           
Interest receipts                                    2,269,632         1,781,595
Payments for exploration and evaluation              (335,196)       (3,723,754)
Purchase of property, plant and equipment            (639,005)       (2,255,856)
Payments for mine development                     (95,191,297)       (8,174,540)
Security deposits                                    (563,476)          (42,555)
Net cash used in investing activities             (94,459,342)      (12,415,110)
                                                                               
Cash flows from financing activities                                           
Proceeds from issue of shares                       40,000,000       162,304,403
Payment of share issue costs                       (2,274,130)       (8,468,548)
Proceeds from debt financing                        50,138,400                 -
Debt finance facility fees                           (728,822)       (5,396,095)
Net cash provided by financing activities           87,135,448       148,439,760
                                                                               
Net increase in cash held                         (10,600,202)       138,983,780
Cash at beginning of period                        105,805,684         7,284,459
Effect of exchange fluctuations on cash              (666,106)          (12,995)
 held                                                                           
Cash at end of period                               94,539,376       146,255,244


The accompanying notes form part of these consolidated financial statements.

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

ENDS

For further enquiries contact:

Contacts:

Base Resources Limited
Tim Carstens
Managing Director
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]

Tavistock Communications (UK Media Relations)
Jos Simson/ Jessica Fontaine / Emily Fenton
Phone: [phone]

Cannings Purple (Australian Media Relations)
Annette Ellis / Warrick Hazeldine
Email: [e-mail]
[e-mail]
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                       Fax: [phone]
WA 6005

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
secured, 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.