Issue of Options and Application for Share Quotation

AIM and Media Release 23 December 2014 BASE RESOURCES LIMITED ISSUE OF OPTIONS AND APPLICATION FOR SHARE QUOTATION Base Resources Limited (ASX:BSE AIM:BSE) ("Base" or the "Company") announcesthat it has issued 30,712,531 unlisted options to acquire fully paid ordinaryshares in the capital of the Company at an exercise price of A$0.40,exercisable on or before 31 December 2018. The options were issued pursuant to the US$20 million unsecured debt facilitywith Taurus Fund Management Pty Ltd as announced to today. Following the above issue, the Company has the following securities on issue: NUMBER CLASS563,902,771 Fully paid ordinary shares8,500,000 Unlisted options exercisable at A$0.25 on or before 9 July 20157,100,000 Unlisted options exercisable at A$0.09 on or before 9 July 20151,000,000 Unlisted options exercisable at A$0.25 on or before 30 July 201530,712,531 Unlisted options exercisable at A$0.40 on or before 31 December 2018 Base today also released to the ASX an Appendix 3B relating to the fully paidordinary shares in the Company ("Shares") that will be issued under theoff-market takeover bid ("Takeover Bid") by Base as consideration for theshares in World Titanium Resources Limited ABN 21 120 723 426 ("World Titanium"), as described in Base's bidder's statement dated 23 December 2014 ("Bidder'sStatement"). The exact number of Shares that Base will ultimately be requiredto issue is not currently known and is subject to rounding and the exercise (ifany) of options to subscribe for ordinary shares in World Titanium ("Options")as described in the Bidder's Statement. However, the maximum number of Sharesis expected to be 78,046,318. The Shares will be issued once the offer underthe Takeover Bid becomes or is declared unconditional, and Base will update themarket and formally apply for quotation of the above Shares at that time. Full PDF versions of the above Appendix 3B's lodged by Base today are availablefrom www.asx.com.au and on the Company's website: www.baseresources.com.au. ENDS For further enquiries contact: Base Resources LimitedTim CarstensManaging DirectorEmail: [email protected]: +61 (0)8 9413 7400 RFC Ambrian Limited (Nominated Adviser and Broker)As Nominated Adviser As BrokerAndrew Thomson or Trinity McIntyre Jonathan WilliamsPhone: +61 (0)8 9480 2500 Phone: +44 20 3440 6800 Africapractice (East Africa) (Kenyan Media Relations)David Maingi/ James Njuguna/Joan KimaniPhone: +254 (0)20 239 6899Email: [email protected] Tavistock Communications (UK Media Relations)Jos Simson / Emily Fenton / Nuala GallagherPhone: +44 (0) 207 920 3150 Cannings Purple (Australian Media Relations)Annette Ellis / Warrick HazeldineEmail: [email protected]@canningspurple.com.auPhone: +61 (0)8 6314 6300 Corporate Details: Board of Directors:Andrew King Non-Executive ChairmanTim Carstens Managing DirectorColin Bwye Executive DirectorSam Willis Non-Executive DirectorMichael Anderson Non-Executive DirectorMichael Stirzaker Non-Executive DirectorMalcolm Macpherson Non-Executive DirectorWinton Willesee Company Secretary Principal & Registered Office: Contacts:Level 1 Email: [email protected] Kings Park Road Phone: +61 (0)8 9413 7400West Perth Fax: +61 (0)8 9322 8912WA 6005