Half-yearly Report

21 FEBRUARY 2014

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 2013.

Please find below an extract from the Interim Financial Report (reported in Australian dollars) including;

* The Directors' Report
* Consolidated Condensed Statement of Profit or Loss and Other Comprehensive Income 
* Consolidated Condensed Statement of Financial Position 
* Consolidated Condensed Statement of Changes in Equity                         
* Consolidated Condensed 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 2013                                

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 2013.

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 - retired 26 November 2013
Mr Samuel Willis
Mr Michael Anderson
Mr Trevor Schultz
Mr Mike Stirzaker - alternate for Trevor Schulz
Mr Malcolm Macpherson - appointed 25 July 2013

Directors have been in office since the start of the financial year to the date
of this report with the exception of Mr Malcolm Macpherson who was appointed on
25 July 2013 and Mr Winton Willesee who retired on 26 November 2013.

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 activity of the Group is the development and operation of the
Kwale Mineral Sands Project in Kenya.

Operating Results

The loss for the Group for the half-year after providing for income tax
amounted to $5,522,393 (2012: $2,393,937).

Dividends Paid or Recommended

There were no dividends paid or declared for payment during the period ended 31
December 2013.

Review of Operations

Base has made significant progress in the development of the Kwale Mineral
Sands Project during the current period. All work packages are now complete and
operational with only minor defect list items remaining outstanding.

Following commissioning of the dry mining unit ("DMU") and wet concentrator in
early October, the production of heavy mineral concentrate ("HMC") commenced.
Optimisation of these circuits continued throughout the December quarter
resulting in a steady increase in throughput, recoveries, availability and
runtime towards design targets.

The DMU proved extremely effective with the Caterpillar D11T dozers performing
to expectation. Slimes separation and disposal and sand tails stacking has
proceeded and performed according to plan. Wet concentrator production and
performance has been ramping up consistently and is in line with ramp up
expectations.

Commissioning of the mineral separation plant ("MSP") commenced in December
with the main focus on balancing and debottlenecking in order to progress the
ramp-up to achieve nameplate throughput. Ilmenite production is on track in
terms of both tonnage and quality, with the first 25,000 tonne shipment
exported in February 2014. Ramp up of rutile production has been slower due to
an initial focus on the front end ilmenite circuit as well as the rectification
of a number of plant bottlenecks.

Subsequent to year end, in February 2014, the zircon circuit of the MSP was
commissioned and production of zircon product commenced.

Financial Position

The Group's working capital, being current assets less current liabilities, has
decreased from $88 million at 30 June 2013 to $16 million at 31 December 2013,
due to the use of funds in the development of the Kwale Project.

In December 2013, the Group executed documentation to extend its existing
project finance facility agreements by a further US$25 million which has been
utilised in January 2014 to increase the working capital buffer available
during the ramp up phase of the Project. The additional debt facility will
ensure that Base has the funding required to take Kwale through ramp up and to
positive cash flow.

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 for the half-year ended 31 December
2013.

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

Andrew King
Director

Dated this 21st day of February 2014


CONSOLIDATED CONDENSED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED 31 DECEMBER 2013
 
                                                  6 months to    6 months to
                                                  31 December    31 December
                                                         2013           2012
                                                                            
                                           Note             $              $
                                                                            
Other income                                           36,581              -
Directors' and related fees                          (782,985)    (1,081,949)
Employee benefits expense                            (926,521)      (419,299)
Consultant fees                                    (1,066,439)      (786,867)
Administrative expense                             (1,023,732)      (761,635)
Accounting, audit and related services fees          (234,916)      (137,952)
Share based payment expense                          (296,015)      (215,069)
Community development costs                          (491,527)             -
Depreciation                                          (73,962)       (35,961)
Write down of exploration costs                    (1,034,422)             -
Other expenses from ordinary activities               (82,093)       (42,829)
Loss before financing income and income            (5,976,031)    (3,481,561)
tax                                                                         
Financing income, net                         2       508,059      1,087,624
Loss before income tax                             (5,467,972)    (2,393,937)
Income tax expense                                    (54,421)             -
Net loss for the period                            (5,522,393)    (2,393,937)
                                                                            
Other comprehensive income                                                  
                                                                            
Items that may be reclassified subsequently to 
profit or loss:                                             
  Foreign currency translation differences          4,172,910       (980,091)
  - foreign operations                                                        
Total other comprehensive income / (loss)           4,172,910       (980,091)
for the period                                                              
                                                                            
Total comprehensive loss for the period            (1,349,483)    (3,374,028)
                                                                            
Net Loss per share                                      Cents          Cents
Basic profit / (loss) per share (cents per share)       (0.98)         (0.47)
Diluted profit / (loss) per share (cents per share)     (0.98)         (0.47)
                                       
                                                                            

The accompanying notes form part of these consolidated financial statements.


CONDENSED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2013

                                                      31 December  30 June 2013
                                                             2013              
                                                                               
                                           Note                 $             $
                                                                               
Current assets                                                                 
Cash and cash equivalents                   3          33,285,670    98,122,682
Other receivables                                       1,067,494     6,131,329
Inventories                                 4           8,894,973        60,430
Other                                                   2,606,578     2,158,766
Total current assets                                   45,854,715   106,473,207
                                                                               
Non-current assets                                                             
Capitalised exploration and evaluation      5           1,141,499     1,980,899
Capitalised mine development                6         349,885,771   281,390,117
Property, plant and equipment               7          20,107,146    12,259,327
Inventories                                 4           1,152,881             -
Restricted cash                                         5,641,891     5,478,394
Other receivables                                      23,841,759    16,228,748
Total non-current assets                              401,770,947   317,337,485
Total assets                                          447,625,662   423,810,692
                                                                               
Current liabilities                                                            
Trade and other payables                                9,734,992    17,396,187
Borrowings                                  8          19,105,491             -
Provisions                                                994,189       712,230
Total current liabilities                              29,834,672    18,108,417

Non-current liabilities                                                        
Other payables                              9           1,152,881     1,088,900
Borrowings                                  8         189,028,148   178,850,990
Provisions                                              4,775,419     2,162,752
Deferred revenue                                        5,635,000     5,474,500
Total non-current liabilities                         200,591,448   187,577,142
Total liabilities                                     230,426,120   205,685,559
Net assets                                            217,199,542   218,125,133
                                                                               
Equity                                                                         
Issued capital                              10        213,668,499   213,668,499
Reserves                                               21,724,130    17,127,328
Accumulated losses                                    (18,193,087)  (12,670,694)
Total equity                                          217,199,542   218,125,133

The accompanying notes form part of these consolidated financial statements.

CONSOLIDATED CONDENSED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTH PERIOD TO 31 DECEMBER 2013

                              Issued  Accumulated     Share     Foreign       Total
                                           losses     based    currency            
                             capital                payment                        
                                                    reserve translation            
                                                                reserve            
                                                                                   
                                   $            $         $           $           $
                                                                                   
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                                                                               

Balance at 1 July 2013   213,668,499 (12,670,694) 1,764,170  15,363,158 218,125,133
Loss for the period                -  (5,522,393)         -           - (5,522,393)
Other comprehensive                -            -         -   4,172,910  4,172,910
income                                                                             
Total comprehensive                -  (5,522,393)         -   4,172,910 (1,349,483)
profit / (loss) for the                                                            
period                                                                             
                                                                                   
Transactions with owners, recognised directly in equity                            
Shares issued during the           -            -         -           -           -
period, net of costs                                                               
Share based payments               -            -   423,892           -     423,892
Balance at 31 December   213,668,499 (18,193,087) 2,188,062  19,536,068 217,199,542
2013                                                                               

The accompanying notes form part of these consolidated financial statements.


CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
FOR THE SIX MONTH PERIOD ENDED 31 DECEMBER 2013

                                                   6 months to      6 months to
                                                   31 December 31 December 2012
                                                          2013                 
                                                                               
                                                             $                $
                                                                             
Cash flows from operating activities                                           
Payments in the course of operations               (5,279,331)      (3,276,310)
Income tax paid (Kenya)                               (59,669)                -
Net cash used in operating activities              (5,339,000)      (3,276,310)
                                                                               
Cash flows from investing activities                                           
Interest received                                      269,870        2,269,632
Payments for exploration and evaluation               (156,680)        (335,196)
Purchase of property, plant and equipment             (953,857)        (639,005)
Payments for mine development                      (88,636,877)     (95,191,297)
Research and development tax received                5,030,381                -
Security deposits                                     (280,712)        (563,476)
Net cash used in investing activities              (84,727,875)     (94,459,342)
                                                                               
Cash flows from financing activities                                           
Proceeds from issue of shares                                -       40,000,000
Payment of share issue costs                                 -       (2,274,130)
Proceeds from debt financing                        22,540,000       50,138,400
Debt finance facility fees                            (246,574)        (728,822)
Net cash provided by financing activities           22,293,426       87,135,448
                                                                               
Net decrease in cash held                          (67,773,449)     (10,600,202)
Cash at beginning of period                         98,122,682      105,805,684
Effect of exchange fluctuations on cash              2,936,437        (666,106)
held                                                                           
Cash at end of period                               33,285,670       94,539,376

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:

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		Jonathan Williams
Phone: [phone]			Phone: [phone] 

Africapractice (East Africa) (Kenyan Media Relations)
David Maingi/ James Njuguna/Joan Kimani
Phone: [phone]
Email: [e-mail] 

Tavistock Communications (UK Media Relations)
Jos Simson / Emily Fenton / Nuala Gallagher
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
Michael Macpherson 	Non-Executive Director
Winton Willesee	Company Secretary

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