Notice of AGM

ASX, AIM and Media Release

16 October 2014

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 Wednesday 19th November 2014 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 2014. 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 2014, be adopted."

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

"That Mr Andrew King, who retires by rotation in accordance with rule 3.6(a) of
the Company's constitution, be re-elected as a Director of the Company."

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

"That Mr Samuel Willis, who retires by rotation in accordance with rule 3.6(a)
of the Company's constitution, be re-elected as a Director of the Company."

* Resolution 4 - Election Of Mr Mike Stirzaker As A Director
   
To consider and, if thought fit, pass the following resolution as an ordinary
resolution:

"That Mr Michael Stirzaker, having consented in writing to act, be elected as a
director of the Company, in accordance with the Company's constitution, with
effect from the close of the Annual General Meeting."

* Resolution 5 - Re-Election Of Mr Michael Anderson As A Director
   
To consider and, if thought fit, pass the following resolution as an ordinary
resolution:

"That Mr Michael Anderson, who retires by rotation in accordance with rule 3.6
(a) of the Company's constitution, be re-elected as a Director of the Company."

* Resolution 6 - 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 1,799,394 Performance Rights by the Company to Mr
Tim Carstens and the acquisition of Shares by Mr Carstens upon the vesting of
any such Performance Rights, in accordance with the Base Resources Long Term
Incentive Plan and otherwise in accordance with the terms and conditions
summarised in the Explanatory Memorandum accompanying this Notice."

* Resolution 7 - 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 1,799,394 Performance Rights by the Company to Mr
Colin Bwye and the acquisition of Shares by Mr Bwye upon the vesting of any
such Performance Rights, in accordance with the Base Resources Long Term
Incentive Plan and otherwise in accordance with the terms and conditions
summarised in the Explanatory Memorandum accompanying this Notice."

* Resolution 8 - Renewal Of Proportional Takeover Provisions
   
To consider and, if thought fit, pass the following resolution as a special 
resolution:

"That, for the purposes of section 648G of the Corporations Act and for all
other purposes, rule 38 of the Company's constitution be renewed for a period
of three years from the date of the Annual General Meeting."

* OTHER BUSINESS
   
To consider any other business brought forward in accordance with the Company's
constitution or the law.

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 17 November 2014.

* 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.

Sections 250BB and 250BC of the Corporations Act apply to voting by proxy.
Members and their proxies should be aware of these provisions of the
Corporations Act. Generally, these sections provide that:

 a. if proxy holders vote, they must cast all directed proxies as directed; and
   
 b. any directed proxies which are not voted will automatically default to the
    Chairman, who must vote the proxies as directed.
   
If the proxy has two or more appointments that specify different ways to vote
on the resolution, the proxy must not vote on a show of hands.

* 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:

Online:
www.investorvote.com.au

By mail:
Computershare Investor Services Pty Ltd
GPO Box 242 Melbourne
Victoria 3001, Australia

By fax
By faxing a completed proxy form to 1800 783 447 (in Australia) or +61 3 9473
2555 (outside Australia)

By email
[e-mail]

For Intermediary Online subscribers only (custodians) please visit 
www.intermediaryonline.com

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
Malcolm 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