Significant Shareholders

ASX, AIM and Media Release

24 April 2013

                            BASE RESOURCES LIMITED                             

                           SIGNIFICANT SHAREHOLDERS                            

Base Resources Limited (ASX:BSE, AIM:BSE) ("Base" or the "Company") is pleased
to advise that it has received notification from new significant shareholders.
BT Investment Management Limited ("BTT") and Westpac Banking Corporation
Limited ("Westpac") have today notified the Company that they currently hold
interests in 39,597,450 ordinary shares in Base representing 7.05% of the
Company's issued share capital. The holdings referred to are the same packages
of shares, with Westpac and BTT being associates, where BTT is reported by
Westpac as a controlled entity.

The total holding above is an aggregate of related party interests held by
Advance Asset Management Limited (909,533 shares), Asgard Capital Management
Limited (14,084 shares), BT Funds Management No.2 Limited (4,562,791), BT
Investment Management (Institutional) Limited (33,931,042) and Westpac RE
Limited (180,000).

Full PDF versions of the announcements lodged by the significant shareholders
on the ASX are available at the Company's website: www.baseresources.com.au

ENDS

For further enquiries contact:

Winton Willesee
Director and Company Secretary
Email: [e-mail]
Phone: [phone]

RFC Ambrian Limited (Nominated Adviser and Broker)    As Nominated Adviser As Broker
Andrew Thomson or Trinity McIntyre                    Caspar Shand-Kydd
Phone: [phone]                              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
Trevor Schultz Non-Executive Director
Winton Willesee Non-Executive Director/ Company Secretary

Principal & Registered Office:                        Contacts:
Level 1                                               Email: [e-mail]
50 Kings Park Road                                    Phone: [phone]
West Perth WA 6005                                    Fax: [phone]

About Base Resources

Base Resources Limited (ASX:BSE, AIM:BSE) is developing the world-class Kwale
Mineral Sands Project in Kenya, East Africa. Kwale is an advanced and highly
competitive project in a sector with a significant forecast supply shortfall
widely expected to emerge in the medium term.

The Kwale Project represents an advanced development opportunity with all
material project approvals, permits and licenses required for development
currently in place, funding in place and construction of all project elements
underway.

The Project enjoys a high level of support from the Government of Kenya as well
as the local community and, located just 50km from Mombasa, Kenya's principal
port facility, is well serviced by existing physical infrastructure.

Importantly, two pilot plant operations at Kwale provide confidence in
processing behaviour and indicate a suite of readily marketable products. The
Project's high value mineral assemblage and low stripping ratio result in a
projected revenue to cash cost ratio that would place Kwale in the top quartile
of world producers.

A realistic development time line should see the Kwale Project in production in
the second half of 2013.