Notice of AGM

AIM and Media Release 

22 October 2018

BASE RESOURCES LIMITED
Notice of Annual General Meeting

Base Resources Limited (ASX & AIM: BSE) (Base Resources or the Company) gives notice that its annual general meeting of members will be held on Friday, 23 November 2018 at 11.00am (Perth time) (Annual General Meeting or Meeting) at:

Quest West Perth
54 Kings Park Road
West Perth, Western Australia

A full version of the notice of annual general meeting (Notice) and the accompanying explanatory memorandum will be sent to all registered members 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 AGM 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 2018.

ITEM 1 – Adoption of the Remuneration Report

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 2018, be adopted."

ITEM 2 – Re-election of Mr Keith Spence as a Director

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

"That Mr Keith Spence, who retires in accordance with rule 3.6 of the Company's constitution, be re-elected as a Director of the Company."

ITEM 3 – Election of Ms Diane Radley as a Director

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

"That Ms Diane Radley, who retires in accordance with rule 3.3 of the Company's constitution, be elected as a Director of the Company."

ITEM 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 2,806,452 Performance Rights by the Company to Mr Tim Carstens and the acquisition of Shares by Mr Carstens upon the vesting and exercise 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."

ITEM 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 2,806,452 Performance Rights by the Company to Mr Colin Bwye and the acquisition of Shares by Mr Bwye upon the vesting and exercise 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."

ITEM 6 – Approval of the Revised Base Resources Long Term Incentive Plan

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

"That, for the purposes of ASX Listing Rule 7.2 (Exception 9), section 260C(4) of the Corporations Act and for all other purposes, members approve the Base Resources Long Term Incentive Plan and the issue of Performance Rights and Shares, pursuant to the vesting and exercise of those Performance Rights, under the Base Resources Long Term Incentive Plan, the terms and conditions of which are summarised in the Explanatory Memorandum accompanying this Notice."

Other Business

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

IMPORTANT VOTING INFORMATION FOR THE MEETING

Right to Vote

The Directors have determined that, for the purpose of voting at the Meeting, the members entitled to vote are those persons who are registered holders of Shares at 4.00pm (Perth time) on 21 November 2018.

Chairman's Voting Intention

The Chairman of the Meeting (where appropriately authorised) intends to vote all available undirected proxies in favour of all Items.

Voting Prohibitions and Exclusions

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

Appointment of Proxies

Each member entitled to vote at the AGM may appoint a proxy to attend and vote at the AGM.  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 AGM.  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 AGM 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 Meeting.  Proxy appointments received after this time will be invalid for the Meeting.

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

Online

www.investorvote.com.au

By mobile

Scan the QR Code on your proxy form and follow the prompts

By mail:

Computershare Investor Services Pty Limited

GPO Box 242 Melbourne

Victoria 3001, Australia

By fax:

1800 783 447 (in Australia)

[phone] (outside Australia)

Custodian voting:

Intermediary Online subscribers only (custodians):  www.intermediaryonline.com

United Kingdom (CREST voting instruction)

Depository Interest holders in CREST (DI Holders) may transmit voting instructions by utilising the CREST voting service in accordance with the procedures described in the CREST Manual.  CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider, should refer to their CREST sponsor or voting service provider, who will be able to take appropriate action on their behalf.

In order for instructions made using the CREST voting service to be valid, the appropriate CREST message (CREST Voting Instruction) must be properly authenticated in accordance with Euroclear’s specifications and must contain the information required for such instructions, as described in the CREST Manual (available at www.euroclear.com/CREST).

To be effective, the CREST Voting Instruction must be transmitted so as to be received by the Company’s agent (Computershare UK) no later than 19 November 2018 at 11.00am (GMT).  For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the CREST Voting Instruction by the CREST applications host) from which the Company’s agent is able to retrieve the CREST Voting Instruction by enquiry to CREST in the manner prescribed by CREST.  DI Holders in CREST and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages.  Normal system timings and limitations will therefore apply in relation to the transmission of CREST Voting Instructions.  It is the responsibility of the DI Holder concerned to take (or, if the DI Holder is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that the CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a CREST Voting Instruction is transmitted by means of the CREST voting service by any particular time.

DI Holders and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

Form of instruction

DI Holders are invited to attend the Meeting but are not entitled to vote at the Meeting.  In order to have votes cast at the Meeting on their behalf, DI Holders must complete, sign and return the Forms of Instruction sent to them together with this Notice to the Company’s agent, Computershare UK, by no later than 19 November 2018 at 11.00am (GMT).

ENDS.

For further information contact:

James Fuller, Manager - Communications and Investor Relations	UK Media Relations
Base Resources	Tavistock Communications
Tel: [phone]	Jos Simson and Barnaby Hayward
Mobile: [phone]	Tel: [phone]
Email: [e-mail]

About Base Resources

Base Resources is an Australian based, African focused, mineral sands producer and developer with a track record of project delivery and operational performance.  The Company operates the established Kwale Operations in Kenya and is developing the Toliara Sands Project in Madagascar.  Base Resources is an ASX and AIM listed company.  Further details about Base Resources are available at www.baseresources.com.au

PRINCIPAL & REGISTERED OFFICE
Level 1, 50 Kings Park Road
West Perth, Western Australia, 6005
Email: [e-mail]
Phone: [phone]
Fax: [phone]

NOMINATED ADVISOR
RFC Ambrian Limited
Andrew Thomson / Stephen Allen
Phone: [phone]