Issue of Options and Application for Share Quot...

AIM and Media Release

23 December 2014

                            BASE RESOURCES LIMITED                             
             ISSUE OF OPTIONS AND APPLICATION FOR SHARE QUOTATION              

Base Resources Limited (ASX:BSE AIM:BSE) ("Base" or the "Company") announces
that it has issued 30,712,531 unlisted options to acquire fully paid ordinary
shares in the capital of the Company at an exercise price of A$0.40,
exercisable on or before 31 December 2018.

The options were issued pursuant to the US$20 million unsecured debt facility
with Taurus Fund Management Pty Ltd as announced to today.

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
30,712,531   Unlisted options exercisable at A$0.40 on or before 31 December 2018

Base today also released to the ASX an Appendix 3B relating to the fully paid
ordinary shares in the Company ("Shares") that will be issued under the
off-market takeover bid ("Takeover Bid") by Base as consideration for the
shares in World Titanium Resources Limited ABN 21 120 723 426 ("World Titanium
"), as described in Base's bidder's statement dated 23 December 2014 ("Bidder's
Statement"). The exact number of Shares that Base will ultimately be required
to issue is not currently known and is subject to rounding and the exercise (if
any) of options to subscribe for ordinary shares in World Titanium ("Options")
as described in the Bidder's Statement. However, the maximum number of Shares
is expected to be 78,046,318. The Shares will be issued once the offer under
the Takeover Bid becomes or is declared unconditional, and Base will update the
market and formally apply for quotation of the above Shares at that time.

Full PDF versions of the above Appendix 3B's lodged by Base today are available
from www.asx.com.au and on 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
Michael 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