Update on Takeover Offer for World Titanium Res...

ASX, AIM and Media Release

15 January 2015

                            BASE RESOURCES LIMITED                             
         Update on Takeover Offer for World Titanium Resources Limited         

Base Resources Limited (ASX & AIM: BSE) ("Base") advises that its off-market
takeover offer ("Offer") for World Titanium Resources Limited (ASX:WTR) ("World
Titanium") dated 6 January 2015 is best and final.

The Offer Price will not be increased and the Offer will close at 7.00pm (WST)
on 6th February 2015 and will not be extended unless all remaining Conditions
of the Offer are fulfilled or waived prior to that time, or the Offer is
subject to an automatic extension under the Corporations Act.

On 5 January 2015, World Titanium announced that it had secured binding
undertakings to not accept the Offer from World Titanium shareholders with
combined holdings exceeding 60%. Following discussions with key World Titanium
shareholders, we have concluded that the Offer is now unlikely to succeed
unless there is a significant change in circumstances.

Base will continue to explore and pursue alternative growth options.

A full PDF version of this announcement is available at the Company's website: 
www.baseresources.com.au.

ENDS

For further enquiries contact:

Base Resources Limited
Tim Carstens
Managing Director
Phone: [phone]

RFC Ambrian Limited (Nominated Adviser and Broker)
As Nominated Adviser                 As Broker
Andrew Thomson or Trinity McIntyre   Jonathan Williams
Phone: [phone]            Phone: [phone]

Africapractice (East Africa) (Kenyan Media Relations)
David Maingi/ James Njuguna/Joan Kimani
Phone: [phone]
Email: [e-mail]

Tavistock Communications (UK Media Relations)
Jos Simson / Emily Fenton / Nuala Gallagher
Phone: [phone]

Cannings Purple (Australian Media Relations)
Michael Vaughan / Warrick Hazeldine
Email: [e-mail]
[e-mail]
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
Mike Stirzaker        Non-Executive Director
Malcolm Macpherson    Non-Executive Director
Winton Willesee       Company Secretary

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