Change in Significant Shareholding

ASX, AIM and Media Release
18 January 2013

Change in Significant Shareholding

Base Resources Limited (ASX:BSE AIM:BSE) ("Base" or "the Company") is pleased
to advise that it has been notified on 18 January 2013, that significant
shareholder Aterra Investments Limited (and its related parties Sungrebe
Investments Ltd and Alexey Mordashov) (together "Aterra") has purchased, at
prices of between A$0.2532 and A$0.3500 per ordinary share, 4,582,546 ordinary
shares in Base. This has increased Aterra's shareholding in Base to 30,711,971
ordinary shares, representing a total shareholding of approximately 5.48% of
the issued share capital of the Company.

Sungrebe Investments Ltd is the 100% shareholder of Aterra Investments Limited,
and Alexey Mordashov controls both Sungrebe Investments Ltd and Aterra
Investments Limited.

A full PDF version of this notification, as provided to the Company and lodged
with the ASX, is available at the Company's website: www.baseresources.com.au.

ENDS

Contacts:

Base Resources Limited
Tim Carstens
Managing Director
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]

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

Cannings Purple (Australian Media Relations)
Annette Ellis / 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
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                          Fax: [phone]
WA 6005

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
secured, 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.