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 annualgeneral meeting of members will be held on Wednesday 19th November 2014 at11.30am (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 theaccompanying Explanatory Memorandum will be posted to all Shareholders of theCompany 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 outbelow: 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 theannual 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 ordinaryresolution: "That the Remuneration Report, which forms part of the Directors' report forthe 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 ordinaryresolution: "That Mr Andrew King, who retires by rotation in accordance with rule 3.6(a) ofthe 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 ordinaryresolution: "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 ordinaryresolution: "That Mr Michael Stirzaker, having consented in writing to act, be elected as adirector of the Company, in accordance with the Company's constitution, witheffect 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 ordinaryresolution: "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 ordinaryresolution: "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 MrTim Carstens and the acquisition of Shares by Mr Carstens upon the vesting ofany such Performance Rights, in accordance with the Base Resources Long TermIncentive Plan and otherwise in accordance with the terms and conditionssummarised 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 ordinaryresolution: "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 MrColin Bwye and the acquisition of Shares by Mr Bwye upon the vesting of anysuch Performance Rights, in accordance with the Base Resources Long TermIncentive Plan and otherwise in accordance with the terms and conditionssummarised 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 specialresolution: "That, for the purposes of section 648G of the Corporations Act and for allother purposes, rule 38 of the Company's constitution be renewed for a periodof three years from the date of the Annual General Meeting." * OTHER BUSINESS To consider any other business brought forward in accordance with the Company'sconstitution or the law. IMPORTANT VOTING INFORMATION * Right to vote The Directors have determined that, for the purpose of voting at the AnnualGeneral Meeting, the members entitled to vote are those persons who are theregistered 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 voteall available undirected proxies in favour of all Resolutions. * Voting prohibitions and exclusions Please refer to the full Notice and Explanatory Memorandum for informationregarding the application of voting prohibitions and voting exclusions. * Appointment of proxies Each member entitled to vote at the Annual General Meeting may appoint a proxyto attend and vote at the Annual General Meeting. A proxy need not be a memberand can be an individual or a body corporate. A member entitled to cast two ormore votes may appoint two proxies and may specify the proportion or number ofvotes each proxy is appointed to exercise. A body corporate appointed as a member's proxy may appoint a representative toexercise any of the powers the body may exercise as a proxy at the AnnualGeneral Meeting. The appointment must comply with section 250D of theCorporations Act. The representative should bring to the meeting evidence ofhis or her appointment, including any authority under which the appointment issigned, 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 theCorporations 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 voteon 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 theAnnual General Meeting. Proxy appointments received after this time will beinvalid 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 LtdGPO Box 242 MelbourneVictoria 3001, Australia By faxBy faxing a completed proxy form to 1800 783 447 (in Australia) or +61 3 94732555 (outside Australia) By [email protected] For Intermediary Online subscribers only (custodians) please visitwww.intermediaryonline.com 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 DirectorTrevor Schultz 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