Issue of Equity

AIM and Media Release

29 October 2014

                            BASE RESOURCES LIMITED                             

                                ISSUE OF EQUITY                                

Base Resources Limited (ASX:BSE AIM:BSE) (the "Company") announces that it has
issued 2,062,742 fully paid ordinary shares in the capital of the Company upon
the partial vesting of the 2011 stream of Performance Rights under the
Company's Long Term Incentive Plan as approved by shareholders.

The Company has applied for the new shares to be admitted to trading on both
the ASX and AIM markets. Trading in the new shares on AIM is expected to
commence on or around 29 October 2014.

Following the above issue, the Company has the following securities on issue:

      NUMBER     CLASS
   563,902,771   Fully paid ordinary shares
     8,500,000   Unlisted options exercisable at A$0.25 on or before 9 July 2015
     7,100,000   Unlisted options exercisable at A$0.09 on or before 9 July 2015
     1,000,000   Unlisted options exercisable at A$0.25 on or before 30 July 2015

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

ENDS

For further enquiries contact:

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    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)
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
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