Notice of Annual General Meeting

AIM and Media Release 

12 October 2015

BASE RESOURCES LIMITED                                             
Notice of Annual General Meeting

Base Resources Limited (ASX & AIM: BSE) (“Base” or the “Company”) gives notice that its annual general meeting of members will be held on Friday, 13 November 2015 at 3.00pm (Perth time) (“AGM”) at:

Katitjin Centre, Australian Institute of Management

76 Birkdale Street

Floreat, Western Australia, Australia

A full version of the notice of annual general meeting (“Notice”) and the accompanying explanatory memorandum will be posted to all registered members of the Company and is also available at the Company’s website:  http://www.baseresources.com.au/ and at www.asx.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 2015.

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 2015, be adopted."

Item 2 – 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 3.3 of the Company's constitution, be elected as a Director of the Company."

Item 3 – 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 7,048,000 Performance Rights by the Company to Mr Tim Carstens and the acquisition of Shares by Mr Carstens upon the vesting 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 4 – 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 7,048,000 Performance Rights by the Company to Mr Colin Bwye and the acquisition of Shares by Mr Bwye upon the vesting 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 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 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 AGM

Right to Vote               

The Directors have determined that, for the purpose of voting at the AGM, the members entitled to vote are those persons who are the registered holders of shares at 4.00pm (Perth time) on 11 November 2015.

Chairman's Voting Intention

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

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 AGM.  Proxy appointments received after this time will be invalid for the AGM.

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

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):  http://www.intermediaryonline.comm/

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 (available at www.euroclear.com/CREST).  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.

To be effective, the CREST Voting Instruction must be transmitted so as to be received by the company’s agent (Computershare UK - contact details below) no later than 9 November 2015 at 3.00pm (BST).  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 AGM but are not entitled to vote at the AGM.  In order to have votes cast at the AGM 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 (contact details below), by no later than 9 November 2015 at 3.00pm (BST).

ENDS

CORPORATE PROFILE

Directors
Keith Spence (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)

Company Secretary
Chadwick Poletti

NOMINATED ADVISOR & BROKER
RFC Ambrian Limited
As Nominated Adviser:
Andrew Thomson / Stephen Allen
Phone: [phone]
As Broker:
Jonathan Williams
Phone: [phone]

SHARE REGISTRY:  ASX
Computershare Investor Services Pty Limited
Level 11, 172 St Georges Terrace
PERTH WA 6000
Enquiries: 1300 850 505 / [phone]
http://www.computershare.com.au/

SHARE REGISTRY:  AIM
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
BRISTOL BS99 6ZZ
Enquiries: [phone]
http://www.computershare.co.uk/

AUSTRALIAN MEDIA RELATIONS
Cannings Purple
Warrick Hazeldine / Annette Ellis
Email:[e-mail] /
[e-mail]
Phone: [phone]

UK MEDIA RELATIONS
Tavistock Communications
Jos Simson / Emily Fenton
Phone: [phone]

KENYA MEDIA RELATIONS
Africapractice (East Africa)
Evelyn Njoroge / James Njuguna/Joan Kimani
Phone: [phone]
Email:[e-mail]

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