Notice of Initial Substantial Holder

AIM and Media Release

23 December 2014

                            BASE RESOURCES LIMITED                             
                     NOTICE OF INITIAL SUBSTANTIAL HOLDER                      

Base Resources Limited (ASX:BSE AIM:BSE) ("Base" or the "Company") announces
that further to the off-market takeover bid ("Takeover Bid") by Base for World
Titanium Resources Limited ABN 21 120 723 426 ("World Titanium") as announced
today, Base has released a Notice of Initial Substantial Holder to the ASX in
regard to the Company's current relevant interest in World Titanium.

The notification states that Base and its subsidiaries currently hold a
relevant interest in 28,232,234 shares in World Titanium representing 7.80%.
The details of the relevant interests are as follows:

Holder of      Nature of relevant   Class and      Date of        Consideration
relevant       interest             number of      acquisition                 
interest                            securities                                 
                                                                               
Base Resources Controls the         200,000 fully  25 August 2014 Cash - $0.035
Limited        exercise of power to paid ordinary                 per fully    
               dispose of the       shares                        paid ordinary
               shares and controls                                share        
               the exercise of the                                             
               right to vote                                                   
               attaching to the                                                
               shares                                                          
                                                                               
Base Resources Relevant interest    28,032,234     21 December    Non-cash     
Limited        under section 608(1) fully paid     2014           consideration
               of the Corporations  ordinary                      - 5,606,447  
               Act 2001 (Cth) by    shares                        fully paid   
               reason of the                                      ordinary     
               Pre-Bid Acceptance                                 shares in    
               Agreement dated 21                                 Base         
               December 2014                                      Resources    
               between Base                                       Limited as   
               Resources Limited                                  specified in 
               and JP Morgan Asset                                the Pre-Bid  
               Management (UK)                                    Acceptance   
               Limited (JP Morgan)                                Agreement    
               whereby JP Morgan                                               
               agrees to accept                                                
               28,032,234 fully                                                
               paid ordinary shares                                            
               in World Titanium                                               
               Resources Limited                                               
               under Base Resources                                            
               Limited's takeover                                              
               offer, in accordance                                            
               with the terms of                                               
               the Pre-Bid                                                     
               Acceptance Agreement                                            

A full PDF version of the notice is available from www.asx.com.au and 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
Michael Stirzaker  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