Notice of General Meeting

AIM and Media Release 

5 June 2015

BASE RESOURCES LIMITED
NOTICE OF GENERAL MEETING

Base Resources Limited (ASX & AIM: BSE) ("Base") gives notice that a general
meeting of members will be held on Monday, 6 July 2015 at 11.00am (Perth time)
("Meeting") at:

Katitjin Centre, Australian Institute of Management
76 Birkdale Street
Floreat, Western Australia, Australia

A full version of the notice of general meeting ("Notice") and the accompanying
explanatory memorandum will be posted to all registered members of the company
and is also available at the company's website:  http://
www.baseresources.com.au/, and at www.asx.com.au.

A summary of the items of business to be addressed at the Meeting is set out
below:

ITEMS OF BUSINESS

Resolution 1 - ratification of issue of Financing Options

To consider and, if thought fit, pass the following resolution as an ordinary
resolution:

"That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, the
prior issue of 61,425,061 Financing Options on the terms and conditions set out
in the Explanatory Memorandum accompanying this Notice, be ratified and
approved."

Resolution 2 - extension of expiry date of 2010 Options

To consider and, if thought fit, pass the following resolution as an ordinary
resolution:

"That, for the purposes of ASX Listing Rule 6.23.4, section 208 of the
Corporations Act, the waiver from ASX Listing Rule 6.23.3 granted by ASX to the
Company and for all other purposes, members approve a six month extension to
the expiry date of the 2010 Options in accordance with the terms and conditions
set out in the Explanatory Memorandum accompanying this Notice."

Other business

To consider any other business brought forward in accordance with the company's
constitution or the law.

IMPORTANT VOTING INFORMATION FOR THE MEETING

Right to vote        

The Directors have determined that, for the purpose of voting at the Meeting,
the members entitled to vote are those persons who are the registered holders
of shares at 5.00pm (Perth time) on 4 July 2015.

Chairman's voting intention

The Chairman of the Meeting (where appropriately authorised) intends to vote
all available undirected proxies in favour of all Resolutions.

Voting prohibitions and exclusions

Please refer to the full Notice for information regarding the application of
voting prohibitions and voting exclusions.

Appointment of proxies

Each member entitled to vote at the Meeting may appoint a proxy to attend and
vote at the Meeting.  A proxy need not be a member and can be an individual or
a body corporate.  A member entitled to cast two or more votes may appoint two
proxies and may specify the proportion or number of votes each proxy is
appointed to exercise.

A body corporate appointed as a member's proxy may appoint a representative to
exercise any of the powers the body may exercise as a proxy at the Meeting.
 The appointment must comply with section 250D of the Corporations Act.  The
representative should bring to the meeting evidence of his or her appointment,
including any authority under which the appointment is signed, unless it has
previously been given to the company.

Lodgement of proxy documents

For an appointment of a proxy for the Meeting to be effective:

(a)               the proxy's appointment; and
(b)              if the appointment is signed by the appointor's attorney - the
authority under which the appointment was signed (eg a power of attorney) or a
certified copy of it,

must be received by the company at least 48 hours before the start of the
Meeting.  Proxy appointments received after this time will be invalid for the
Meeting.

The following addresses are specified for the purposes of receipt of proxies:

By mail:
Computershare Investor Services Pty Limited
GPO Box 242 Melbourne
Victoria 3001, Australia

By fax:
1800 783 447 (in Australia)
[phone] (outside Australia)

Custodian voting:
Intermediary Online subscribers only (custodians):  http://
www.intermediaryonline.comm/

UNITED KINGDOM (CREST VOTING INSTRUCTION)

Depository interest holders in CREST ("DI Holders") may transmit voting
instructions by utilising the CREST voting service in accordance with the
procedures described in the CREST Manual (available at www.euroclear.com/CREST
).  CREST personal members or other CREST sponsored members, and those CREST
members who have appointed a voting service provider, should refer to their
CREST sponsor or voting service provider, who will be able to take appropriate
action on their behalf.

In order for instructions made using the CREST voting service to be valid, the
appropriate CREST message ("CREST Voting Instruction") must be properly
authenticated in accordance with Euroclear's specifications and must contain
the information required for such instructions, as described in the CREST
Manual.

To be effective, the CREST Voting Instruction must be transmitted so as to be
received by the company's agent (Computershare UK - contact details below) no
later than 1 July 2015 at 11.00am (BST).  For this purpose, the time of receipt
will be taken to be the time (as determined by the timestamp applied to the
CREST Voting Instruction by the CREST applications host) from which the
company's agent is able to retrieve the CREST Voting Instruction by enquiry to
CREST in the manner prescribed by CREST.  DI Holders in CREST and, where
applicable, their CREST sponsors or voting service providers should note that
Euroclear does not make available special procedures in CREST for any
particular messages.  Normal system timings and limitations will therefore
apply in relation to the transmission of CREST Voting Instructions.  It is the
responsibility of the DI Holder concerned to take (or, if the DI Holder is a
CREST personal member or sponsored member or has appointed a voting service
provider, to procure that the CREST sponsor or voting service provider takes)
such action as shall be necessary to ensure that a CREST Voting Instruction is
transmitted by means of the CREST voting service by any particular time.

DI Holders and, where applicable, their CREST sponsors or voting service
providers are referred, in particular, to those sections of the CREST Manual
concerning practical limitations of the CREST system and timings.

Form of instruction

DI Holders are invited to attend the Meeting but are not entitled to vote at
the Meeting.  In order to have votes cast at the Meeting on their behalf, DI
Holders must complete, sign and return the Forms of Instruction sent to them
together with this Notice to the company's agent, Computershare UK (contact
details below), by no later than 1 July 2015 at 11.00am (BST).

ENDS

CORPORATE PROFILE

Directors
Keith Spence (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)

Company Secretary
Chadwick Poletti

NOMINATED ADVISOR & BROKER

RFC Ambrian Limited
As Nominated Adviser:
Andrew Thomson / Stephen Allen
Phone: [phone]

As Broker:
Jonathan Williams
Phone: [phone]

SHARE REGISTRY:  ASX
Computershare Investor Services Pty Limited
Level 2, 45 St Georges Terrace
PERTH WA 6000
Enquiries: 1300 850 505 / [phone]
http://www.computershare.com.au/

SHARE REGISTRY:  AIM
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
BRISTOL BS99 6ZZ
Enquiries: [phone]
http://www.computershare.co.uk/

AUSTRALIAN MEDIA RELATIONS
Cannings Purple
Michael Vaughan / Warrick Hazeldine
Email: [e-mail]
[e-mail]
Phone: [phone]

UK MEDIA RELATIONS
Tavistock Communications
Jos Simson / Emily Fenton / Nuala Gallagher
Phone: [phone]

KENYA MEDIA RELATIONS
Africapractice (East Africa)
David Maingi/ James Njuguna/Joan Kimani
Phone: [phone]
Email: [e-mail]

PRINCIPAL & REGISTERED OFFICE
Level 1, 50 Kings Park Road
West Perth WA 6005
Email:  [e-mail]
Phone: [phone]
Fax: [phone]