Base Resources Regulatory News (BSE)

ASX, AIM and Media Release 23 October 2013 NOTICE OF ANNUAL GENERAL MEETING Base Resources Limited (ASX & AIM:BSE) ("Base") gives notice that its annualgeneral meeting of members will be held on Tuesday, 26 November 2013 at 11.30am(Perth time) (Annual General Meeting or Meeting) at: Duxton Hotel 1 St Georges Terrace Perth, Western Australia A full version of the Notice of Annual General Meeting (Notice) and theaccompanying Explanatory Memorandum will be posted to all Shareholders of theCompany and is also available at the Company's website:www.baseresources.com.au. A summary of the items of business to be addressed at the Meeting is set outbelow: ITEMS OF BUSINESS * Accounts And Reports To receive and consider the financial report of the Company, the Directors' report and the auditor's report for the year ended 30 June 2013. A copy of the annual report is available at the Company's website: www.baseresources.com.au. * Resolution 1 - Adoption Of The Remuneration Report (Non-Binding) To consider and, if thought fit, pass the following resolution as an ordinary resolution: "That, the Remuneration Report, which forms part of the Directors' report for the financial year ended 30 June 2013, be adopted." * Resolution 2 - Re-Election Of Mr Colin Bwye As A Director To consider and, if thought fit, pass the following resolution as an ordinary resolution: "That Mr Colin Bwye, who retires by rotation in accordance with rule 3.6(a) of the Company's constitution, and being eligible, offers himself for re-election, be re-elected as a Director of the Company." * Resolution 3 - Election Of Mr Malcolm Macpherson As A Director To consider and, if thought fit, pass the following resolution as an ordinary resolution: "That Mr Malcolm Macpherson, who was appointed as a Director by the Board on 25 July 2013 and is retiring in accordance with rule 3.3 of the Company's constitution, and being eligible, offers himself for election, be elected as a Director of the Company." * Resolution 4 - Approval Of The Grant Of Performance Rights To Mr Tim Carstens To consider and, if thought fit, pass the following resolution as an ordinary resolution: "That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, members approve the grant of 1,413,914 Performance Rights by the Company to Mr Tim Carstens and the acquisition of Shares by Mr Carstens upon the vesting or exercise (as the case may be) of any such Performance Rights, in accordance with the Base Resources Long Term Incentive Plan and otherwise in accordance with the terms and conditions which are summarised in the Explanatory Memorandum accompanying the Notice." * Resolution 5 - Approval Of The Grant Of Performance Rights To Mr Colin Bwye To consider and, if thought fit, pass the following resolution as an ordinary resolution: "That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, members approve the grant of 1,413,914 Performance Rights by the Company to Mr Colin Bwye and the acquisition of Shares by Mr Bwye upon the vesting or exercise (as the case may be) of any such Performance Rights, in accordance with the Base Resources Long Term Incentive Plan and otherwise in accordance with the terms and conditions which are summarised in the Explanatory Memorandum accompanying the Notice." IMPORTANT VOTING INFORMATION * Right to vote The Directors have determined that, for the purpose of voting at the Annual General Meeting, the members entitled to vote are those persons who are the registered holders of Shares at 4.00pm (Perth time) on 24 November 2013. * 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 and Explanatory Memorandum for information regarding the application of voting prohibitions and voting exclusions. * Appointment of proxies Each member entitled to vote at the Annual General Meeting may appoint a proxy to attend and vote at the Annual General 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 Annual General 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 Annual General 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 Annual General Meeting. Proxy appointments received after this time will be invalid for the Annual General Meeting. The following addresses are specified for the purposes of receipt of proxies: By mail: By delivery: PO Box 928 Level 1, 50 Kings Park Road West Perth WA 6872 West Perth WA By fax: By email: +61 8 9322 8912 wwillesee@baseresources.com.au ENDS. For further enquiries contact: Base Resources LimitedWinton WilleseeCompany SecretaryPhone: +61 (0)8 9413 7400 RFC Ambrian Limited (Nominated Adviser and Broker)As Nominated Adviser As BrokerAndrew Thomson or Trinity McIntyre Jonathan WilliamsPhone: +61 (8) 9480 2500 Phone: +44 20 3440 6800 Africapractice (East Africa) (Kenyan Media Relations)David Maingi/ James Njuguna/Joan KimaniPhone: +254 (0)20 239 6899Email: jkimani@africapractice.com Tavistock Communications (UK Media Relations)Jos Simson/ Emily Fenton/ Nuala GallagherPhone: +44 (0) 207 920 3157 Cannings Purple (Australian Media Relations)Annette Ellis / Warrick HazeldineEmail: aellis@canningspurple.com.auwhazeldine@canningspurple.com.auPhone : 08 6314 6300 Corporate Details: Board of Directors: Andrew King Non-Executive ChairmanTim Carstens Managing DirectorColin Bwye Executive DirectorSam Willis Non-Executive DirectorMichael Anderson Non-Executive DirectorTrevor Schultz Non-Executive DirectorMalcolm Macpherson Non-Executive DirectorWinton Willesee Non-Executive Director/ Company Secretary Principal & Registered Office: Contacts:Level 1 Email: info@baseresources.com.au50 Kings Park Road Phone: (08) 9413 7400West Perth WA 6005 Fax: (08) 9322 8912 About Base Resources Base Resources Limited is an ASX listed (BSE) resources developer, with aportfolio of assets in Africa. Its flagship is the $305 million Kwale MineralSands Project in Kenya, East Africa.