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") announcesthat further to the off-market takeover bid ("Takeover Bid") by Base for WorldTitanium Resources Limited ABN 21 120 723 426 ("World Titanium") as announcedtoday, Base has released a Notice of Initial Substantial Holder to the ASX inregard to the Company's current relevant interest in World Titanium. The notification states that Base and its subsidiaries currently hold arelevant 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 Considerationrelevant interest number of acquisitioninterest securities Base Resources Controls the 200,000 fully 25 August 2014 Cash - $0.035Limited 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-cashLimited 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 theCompany'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