Directorate Change

ASX, AIM and Media Release

25 July 2013

                             NEW BOARD APPOINTMENT                             

Base Resources Limited (ASX:BSE, AIM:BSE) ("Base" or the "Company") is pleased
to advise today's appointment of Malcolm Macpherson to the Board, bringing
significant additional mineral sands, African and corporate development
experience to the Company.

Malcolm is an accomplished business leader, with decades of experience in the
global mining industry at executive management and board level. Since he began
his career in the 1960s, Malcolm has been an exploration geochemist in Africa
and the Philippines, and a metallurgist in Malaysia, Australia and Africa. He
spent 25 years from 1978 at Iluka Resources Limited, the world's largest
mineral sands company, rising from mine manager to Managing Director and Chief
Executive. During this period, Iluka grew its market capitalisation from $50
million to $1 billion.

Malcolm has spent the last decade as a company director and consultant. He is
currently Chairman of Pluton Resources Limited and a director of Bathurst
Resources Limited, Bathurst Resources (New Zealand) Limited and Titanium
Corporation Inc., a Canadian-listed technology company. He has previously held
the position of Chairman with Azumah Resources Limited and Western Power
Corporation and been a director of Portman Mining Limited and Minara Resources
Limited.

Malcolm has also been the Senior Vice President of the Minerals Council of
Australia, President of the Western Australian Chamber of Minerals & Energy,
and a member of Senate at Murdoch University. He has had active roles in
research and innovation, including an advisory role to CSIRO.

The appointment of Malcolm comes as part of our development of a team at all
levels of the organization with the requisite capability to deliver on the
significant opportunities in front of us.

Further information disclosed for the purposes of complying with the AIM rules
can be found at Appendix A.

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

ENDS

For further enquiries contact:

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]

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
Malcolm Macpherson 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 is an ASX and AIM listed (BSE) resources developer, with
a portfolio of assets in Africa. Its flagship project is the $298 million Kwale
Mineral Sands Project ("Kwale") in Kenya, East Africa. Kwale is fully funded
and with construction nearing completion, the project is on schedule to
commence production and shipment of a high-value assemblage of rutile, ilmenite
and zircon minerals in the latter half of 2013.

Kwale is expected to generate a cash surplus of more than US$1 billion over its
13-year mine life. With a front-ended production profile forecast to deliver an
enviable cash flow of more than US$550 million in the first 5 years of
operations, Kwale will provide a strong foundation for Base's emergence as a
significant global resources company.


                                  Appendix A                                   

The following information is disclosed for the purposes of complying with the
AIM Rules, in relation to the appointment of Mr Malcolm Hugh Macpherson (68
years old) to the board of Base.

In the past 5 years, Mr Macpherson has held the following positions where he
was acting in the capacity of a director:

Current Company Directorships     Previous Company Directorships         
Bathurst Resources Limited        Minara Resources Limited (resigned Dec 2011)                                   
Bathurst Resources (New Zealand)  Range River Gold Limited (resigned Mar 2011)
Limited                           Portman Mining Ltd (ceased Dec 2008)                                              
Pluton Resources Limited          Opus Exploration Pty Ltd (ceased Mar 2011)
Titanium Corporation Inc.         SRP Intellectual Property Ltd (ceased May 2011)                
Killington Pty Ltd                SRP Management Ltd (ceased Sept 2011)                            
                          
Mr Macpherson was a non-executive director of Range River Gold Limited ("Range
River") before resigning on 17 March 2011 to focus on his then-recent
appointment to the board of Bathurst Resources Ltd ("Bathurst").  

At the time Mr Macpherson resigned as a director of Range River the company was
in the process of pursuing a funding solution to underpin its ongoing
operations.  

Subsequent to Mr Macpherson's resignation the company formed the view that its
funding solutions were not suitable and Range River was placed into voluntary
administration on 21 April 2011 following a suspension on the ASX since 23
March 2011.  

Range River has since undergone management changes, asset sales and corporate
restructuring and subsequently announced that a Deed of Company Arrangement was
wholly effectuated and the deed administrators retired on 24 July 2012. The
company was reinstated to ASX quotation on 30 July 2012. The company changed
its name to The Waterberg Coal Company Limited ("Waterberg") in July 2013 and
continues to trade as Waterberg.

Mr Macpherson holds no relevant interest in the Company's ordinary share
capital.

There is no other information in relation to Mr Macpherson that requires
disclosure pursuant to the AIM Rules.