Notice of AGM

ASX, AIM and Media Release

23 October 2013

                          NOTICE OF ANNUAL GENERAL MEETING

Base Resources Limited (ASX & AIM:BSE) ("Base") gives notice that its annual
general meeting of members will be held on Tuesday, 26 November 2013 at 11.30am
(Perth time) (Annual General Meeting or Meeting) at:

       Duxton Hotel
       1 St Georges Terrace
       Perth, Western Australia

A full version of the Notice of Annual General Meeting (Notice) and the
accompanying Explanatory Memorandum will be posted to all Shareholders of the
Company and is also available at the Company's website: 
www.baseresources.com.au.

A summary of the items of business to be addressed at the Meeting is set out
below:

ITEMS OF BUSINESS

* Accounts And Reports
   
  To receive and consider the financial report of the Company, the Directors'
  report and the auditor's report for the year ended 30 June 2013. A copy of the
  annual report is available at the Company's website: www.baseresources.com.au.

* Resolution 1 - Adoption Of The Remuneration Report (Non-Binding)
   
  To consider and, if thought fit, pass the following resolution as an ordinary
  resolution:

  "That, the Remuneration Report, which forms part of the Directors' report for
  the financial year ended 30 June 2013, be adopted."

* Resolution 2 - Re-Election Of Mr Colin Bwye As A Director
   
  To consider and, if thought fit, pass the following resolution as an ordinary
  resolution:

  "That Mr Colin Bwye, who retires by rotation in accordance with rule 3.6(a) of
  the Company's constitution, and being eligible, offers himself for re-election,
  be re-elected as a Director of the Company."

* Resolution 3 - Election Of Mr Malcolm Macpherson As A Director
   
  To consider and, if thought fit, pass the following resolution as an ordinary
  resolution:

  "That Mr Malcolm Macpherson, who was appointed as a Director by the Board on
  25 July 2013 and is retiring in accordance with rule 3.3 of the Company's
  constitution, and being eligible, offers himself for election, be elected as a
  Director of the Company."

* Resolution 4 - Approval Of The Grant Of Performance Rights To Mr Tim Carstens
   
  To consider and, if thought fit, pass the following resolution as an ordinary
  resolution:

  "That, for the purposes of ASX Listing Rule 10.14 and for all other purposes,
  members approve the grant of 1,413,914 Performance Rights by the Company to Mr
  Tim Carstens and the acquisition of Shares by Mr Carstens upon the vesting or
  exercise (as the case may be) of any such Performance Rights, in accordance
  with the Base Resources Long Term Incentive Plan and otherwise in accordance
  with the terms and conditions which are summarised in the Explanatory
  Memorandum accompanying the Notice."

* Resolution 5 - Approval Of The Grant Of Performance Rights To Mr Colin Bwye
   
  To consider and, if thought fit, pass the following resolution as an ordinary
  resolution:

  "That, for the purposes of ASX Listing Rule 10.14 and for all other purposes,
  members approve the grant of 1,413,914 Performance Rights by the Company to Mr
  Colin Bwye and the acquisition of Shares by Mr Bwye upon the vesting or
  exercise (as the case may be) of any such Performance Rights, in accordance
  with the Base Resources Long Term Incentive Plan and otherwise in accordance
  with the terms and conditions which are summarised in the Explanatory
  Memorandum accompanying the Notice."

IMPORTANT VOTING INFORMATION

* Right to vote
   
  The Directors have determined that, for the purpose of voting at the Annual
  General Meeting, the members entitled to vote are those persons who are the
  registered holders of Shares at 4.00pm (Perth time) on 24 November 2013.

* Chairman's voting intention
   
  The Chairman of the Meeting (where appropriately authorised) intends to vote
  all available undirected proxies in favour of all Resolutions.

* Voting prohibitions and exclusions
   
  Please refer to the full Notice and Explanatory Memorandum for information
  regarding the application of voting prohibitions and voting exclusions.

* Appointment of proxies
   
  Each member entitled to vote at the Annual General Meeting may appoint a proxy
  to attend and vote at the Annual General Meeting. A proxy need not be a member
  and can be an individual or a body corporate. A member entitled to cast two or
  more votes may appoint two proxies and may specify the proportion or number of
  votes each proxy is appointed to exercise.

  A body corporate appointed as a member's proxy may appoint a representative to
  exercise any of the powers the body may exercise as a proxy at the Annual
  General Meeting. The appointment must comply with section 250D of the
  Corporations Act. The representative should bring to the meeting evidence of
  his or her appointment, including any authority under which the appointment is
  signed, unless it has previously been given to the Company.

* Lodgement of proxy documents
   
  For an appointment of a proxy for the Annual General Meeting to be effective:

  (a) the proxy's appointment; and

  (b) if the appointment is signed by the appointor's attorney - the authority
      under which the appointment was signed (eg a power of attorney) or a certified
      copy of it,

  must be received by the Company at least 48 hours before the start of the
  Annual General Meeting. Proxy appointments received after this time will be
  invalid for the Annual General Meeting.

  The following addresses are specified for the purposes of receipt of proxies:

           By mail:                   By delivery:
           PO Box 928                 Level 1, 50 Kings Park Road
           West Perth WA 6872         West Perth WA

           By fax:                    By email:
           [phone]            [e-mail]

ENDS.

For further enquiries contact:

Base Resources Limited
Winton Willesee
Company Secretary
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
Malcolm Macpherson   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 is an ASX listed (BSE) resources developer, with a
portfolio of assets in Africa. Its flagship is the $305 million Kwale Mineral
Sands Project in Kenya, East Africa.