Takeover Offer for World Titanium Resources Lim...

ASX, AIM and Media Release

23 December 2014

                            BASE RESOURCES LIMITED                             
              TAKEOVER OFFER FOR WORLD TITANIUM RESOURCES LIMITED              

KEY DETAILS

  * Offer of 1 Base Share for every 5 World Titanium Shares;
   
  * Offer represents a significant premium to the traded prices of World
    Titanium Shares during the period leading up to this announcement;
   
  * Subject to limited conditions including a 40% minimum acceptance condition;
   
  * Offer already supported (in the absence of a superior proposal) by World
    Titanium's largest institutional shareholder, JP Morgan Asset Management
    (UK) Limited, through a pre-bid acceptance agreement; and
   
  * On the basis the Offer is successful, Base will secure the Toliara Sands
    Project to complement its successful Kwale Project and position itself for
    future growth within the mineral sands industry.
   
Base Resources Limited (ASX & AIM: BSE) ("Base" or the "Company"), the mid-tier
East African mineral sands producer, is pleased to announce an off-market
takeover offer ("Offer") for World Titanium Resources Limited (ASX:WTR) ("World
Titanium").

The Offer is 1 Base ordinary share ("Base Share") for every 5 World Titanium
ordinary shares ("World Titanium Shares").

Based on the ASX closing price of Base Shares on 22 December 2014 of 20.0
cents, the Offer values each World Titanium share at 4.0 cents. This represents
a 60% premium to the closing price of World Titanium shares on the ASX on the
same date of 2.5 cents.

On the basis of the 1, 3 and 6 month volume weighted average prices of the
shares traded in both companies on the ASX, the Offer represents premiums of
118%, 98% and 56% respectively.

The Offer is subject to limited conditions, including (but not limited to):

  * 40% minimum acceptance;
   
  * World Titanium conducting its business in the ordinary course; and
   
  * no "prescribed occurrences" happening.
   
Full details of these conditions are set out in Base's Bidder's Statement which
has been sent to World Titanium and lodged with ASIC today. A copy of the
Bidder's Statement is available on the Company's website:www.baseresources.com.au and the ASX website.

The Offer is supported by World Titanium's largest institutional shareholder,
JP Morgan Asset Management (UK) Limited. JP Morgan Asset Management (UK)
Limited holds 7.7% of World Titanium and has entered into a pre-bid acceptance
agreement with Base confirming that, in the absence of a superior proposal, it
will accept the Offer within 5 business days of Base declaring it
unconditional.

Base believes that the support of JP Morgan Asset Management (UK) Limited
should be seen as an endorsement of the merits in accepting the Offer for all
World Titanium shareholders.

Base notes that all four of the directors of World Titanium are representatives
of World Titanium's existing largest shareholders, Boulle Titanium Limited
(20.4% interest in World Titanium Shares) and Mineral Deposits Limited (19.1%
interest in World Titanium Shares). In these circumstances, it has not been
practical for Base to engage with the World Titanium board regarding the Offer
in advance of this announcement.

INDICATIVE TIMETABLE

Base expects to send its Bidder's Statement, which will provide more
information about the Offer, to World Titanium Shareholders on or around 6
January 2015. It is expected that the Offer will become open to acceptances on
6 January 2015 and that it will close on 7 February 2015 (unless extended).

BENEFITS OF THE OFFER TO WORLD TITANIUM SHAREHOLDERS

The directors of Base believe there are very compelling reasons for World
Titanium shareholders to accept the Offer. In summary:

  * The Offer represents a significant premium to the market price for World
    Titanium Shares in the period prior to the announcement of the Offer;
   
  * World Titanium shareholders will become shareholders in a mid-tier East
    African focused mineral sands company which combines the successful Kwale
    Project in Kenya with the Toliara Sands Project in Madagascar;
   
  * World Titanium shareholders will gain exposure to the Base board and
    management team who have demonstrated their ability to deliver the
    successful Kwale Project;
   
  * World Titanium shareholders will become shareholders in a company which is
    capable of driving the development of the Toliara Sands Project, including
    arranging the required financing;
   
  * The Offer is already supported by World Titanium's largest institutional
    shareholder, JP Morgan Asset Management (UK) Limited; and
   
  * World Titanium shareholders will have access to a more liquid market for
    their holding.
   
ABOUT WORLD TITANIUM

World Titanium is an Australian incorporated ASX listed mineral sands company
and as at 22 December 2014 had a market capitalisation of $9.0 million.

World Titanium's core focus is the exploration and evaluation of its 100% owned
Toliara Sands Project in Madagascar.

Based on publically available information, the substantial shareholders of
World Titanium are:

     SHAREHOLDER                                 SHARES     INTEREST           
     Boulle Titanium Limited                   73,725,060     20.4%              
     Mineral Deposits Limited                  69,138,124     19.1%              
     JP Morgan Asset Management (UK) Limited   28,032,234      7.7%               
     Blakeney LLP                              25,586,488      7.1%               

BASE'S INTENTIONS

Base is seeking to acquire World Titanium to secure ownership of the Toliara
Sands Project.

Through obtaining outright ownership or effective control of World Titanium,
Base will extend its mineral sands project interests and diversify its project
and geographical risk profiles.

On securing control, Base would intend to initially explore the development
options for the Toliara Sands Project and progress development on a timeline
that is responsive to market conditions.

IMPACT OF THE OFFER ON BASE

The successful acquisition, or the securing of effective control, of World
Titanium will result in Base becoming a larger East African-focused mineral
sands player with:

  * a producing operation in Kenya with one of the highest revenue to cash cost
    ratios in the sector (Kwale Project);
   
  * a well-recognised development project in Madagascar (Toliara Sands
    Project);
   
  * an experienced board and management team with recent success in the
    financing and progression through to production of a significant mineral
    sands project in Africa;
   
  * a strong institutional shareholder base including a number of specialist
    global resource sector investment funds; and
   
  * Increased scale, market relevance and trading liquidity, with listings on
    both the ASX and the AIM market in London, positioning the Base Group to
    access ongoing institutional shareholder support to drive future growth.
   
On successful completion of the Offer, World Titanium Shareholders will
together hold approximately 11.4% of Base and will therefore retain exposure to
World Titanium's Toliara Sands Project, while also enjoying the benefits of
being a shareholder in an emerging mineral sands producer with a solid track
record of achievement.

Commenting on today's announcement, Managing Director, Tim Carstens said; `The
Toliara Sands Project in Madagascar is a well-recognised large scale, high
grade development opportunity. The success of the Kwale Mineral Sands operation
provides a model and platform to bring an additional asset into our portfolio
that presents us with a clear growth path in line with our strategy for
building a sustainable and globally significant resources company."

ADVISERS

Base's corporate adviser on the Offer is RFC Ambrian Limited and its legal
adviser is King & Wood Mallesons.

A full PDF version of this announcement and the Bidders Statement is available
from www.asx.com.au and on the Company's website at www.baseresources.com.au.  

For further enquiries contact:
Base Resources Limited              RFC Ambrian Limited
Tim Carstens                        Stephen Allen
Managing Director                   Executive Director
Phone: [phone]           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
Mike 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