AIM and Media Release 

    17 January 2017

    BASE RESOURCES LIMITED
    Quarterly Activities Report - December 2016

    HIGHLIGHTS

      * 40% increase in ilmenite prices in the quarter, with further price increase
        locked in for contracted March quarter sales.
      * Record revenue to cost of goods sold ratio of 2.5.
      * Hydraulic mining unit fully ramped-up and exceeding 400tph design
        performance, contributing to record mining volumes.
      * No lost time injuries.
      * Near mine exploration drilling underway at Kwale Operations.
      * Extension of the Taurus Facility to 30 September 2017.
      * Further cash "sweep" from the Kwale Operations.
      * Net debt reduced by US$18.1m to US$129.5 million.

    Base Resources Limited (ASX & AIM: BSE) ("Base Resources" or the "Company") is
    pleased to provide a quarterly corporate and operational update for its Kwale
    Mineral Sands Operations ("Kwale Operations") in Kenya, East Africa.  The
    quarter was characterised by continuing improvement in ilmenite markets and
    higher mining volumes following the successful ramp up of hydraulic mining. 
    The continued strong performance of Kwale Operations has reduced net debt by a
    further US$18.1 million in the quarter.

    KWALE OPERATIONS     

    SUMMARY PHYSICAL       Dec 2015      Mar 2016      June 2016     Sept 2016     Dec 2016   
    DATA                    Quarter       Quarter       Quarter       Quarter       Quarter   
                                                                                              
    Ore mined (tonnes)     2,101,295     2,410,503     2,363,395     2,325,174     3,049,333  
                                                                                              
    HM%                      4.31%         8.96%         9.87%         7.51%         5.83%    
                                                                                              
    HMC produced            88,087        209,787       226,453       164,192       152,259   
    (tonnes)                                                                                  
                                                                                              
    HMC consumed            176,717       175,224       187,244       193,349       191,576   
    (tonnes)                                                                                  
                                                                                              
    MSP feed rate (tph)       84            86            88            92            91      
                                                                                              
    Production (tonnes)                                                                       
                                                                                              
    Ilmenite                109,649       110,760       119,340       121,821       116,982   
                                                                                              
    Rutile                  21,768        21,194        21,766        22,458        22,870    
                                                                                              
    Zircon                   7,507         7,865         9,471         9,050         8,591    
                                                                                              
    Zircon low grade1          -             -             -           2,160         2,550    
                                                                                              
    Sales (tonnes)                                                                            
                                                                                              
    Ilmenite                103,035       95,984        150,911       139,441       97,047    
                                                                                              
    Rutile                  23,896        14,500        32,454        23,023        19,773    
                                                                                              
    Zircon                   7,723         9,556         9,590         8,525         9,432    
                                                                                              
    Zircon low grade           -             -             -             -           3,397    

    1. Zircon low grade tonnes contained in concentrate, equivalent to
    approximately 70-80% of the value of primary zircon.

    Mining operations have set a new quarterly record of 3.0 million tonnes ("Mt")
    for total ore mined following the successful commissioning of the 400 tonnes
    per hour ("tph") hydraulic mining unit ("HMU") in the September quarter.  The
    HMU has quickly exceeded its design throughput to achieve an average mining
    rate for the quarter of 431tph, for total ore tonnes mined of 746kt.  Combined
    with the existing dozer trap mining unit ("DMU"), which mines higher grade ore
    while the HMU mines the thinner, lower grade perimeter blocks, mining
    operations have surpassed the previous best total ore mined (2.4Mt in the March
    2016 quarter) by 26%. 

    The blended average mined ore grade was lower this quarter due to the HMU
    remaining in low grade perimeter blocks while the mining methodology is being
    refined.  Average mined ore grade is expected to increase prior to the end of
    the financial year as both the HMU and the DMU move to higher grade blocks of
    the Central Dune.

    Historically, tailings pump constraints in the wet concentrator plant ("WCP")
    have limited mining operations' ability to significantly increase throughput
    when mining low grade ore. However, recent changes to the tailings pump
    impellers have delivered a significant increase in their performance and
    allowed the higher mining volumes and WCP thoughput.  The higher throughput
    rates and lower ore grades have had an impact on the WCP recoveries and the
    required re-optimisation and de-bottlenecking is underway to increase all
    recoveries again.

    As a result of the lower feed grade and lower WCP recoveries, overall WCP
    production of heavy mineral concentrate ("HMC") was lower than recent
    quarters.  The HMC stockpile, built up in prior quarters to accommodate the
    planned mining sequence and ore grades, was drawn down by 39kt.  HMC production
    will increase once mining moves into higher grade areas before the end of the
    financial year.

    The tailings storage facility ("TSF") wall stacking, lining and slimes
    deposition continued to proceed to plan and the final wall lift will commence
    during the coming quarter.

    The Mukurumudzi Dam volume dropped from 5.8 gigalitres ("GL") to 4.7GL or 56%
    of capacity during the quarter.  The December quarter 'short rains' largely
    failed to eventuate, further extending the drought conditions being experienced
    in the region, with total 2016 rainfall at 54% of the historical average, the
    lowest since 1974.  Water conservation measures, implemented at the Kwale
    Operations earlier in 2016, have ensured sufficient water volume to continue to
    operate at full capacity through to, and beyond, the anticipated 'long rains'
    wet season between April and June.

    The mineral separation plant ("MSP") maintained throughput rates for the
    quarter (91tph versus 92tph last quarter) with an availability of 95% (96% last
    quarter).  Optimisation and debottlenecking continues, aimed at improving
    recoveries and also to ensure maximum value outputs are achieved by balancing
    primary final product production and zircon concentrate production (for sale).

    Rutile production set another quarterly record of 22.9kt (22.5kt last quarter)
    as recoveries increased to 98% (97% last quarter).  In addition to the
    increased recoveries, the proportionally higher rutile content of low grade ore
    has contributed to the increased production.   

    Ilmenite production dropped to 117.0kt (121.8kt last quarter), mainly because
    of the proportionally lower ilmenite content of low grade ore.  Average
    recoveries for the quarter were 102%*, slightly higher than the previous
    quarter's 100%.

    [*The presence of altered ilmenite species that are not defined as either
    "rutile" or "ilmenite" in the Resource but are recovered in the production of
    both, results in calculated recoveries above 100% being achievable for both
    products.]

    Zircon production for the quarter was lower at 8.6kt (9.1kt last quarter),
    reflecting the lower zircon content of the feed.  Average zircon recovery of
    73% was consistent with last quarter but lower than design target.  This was
    partly caused by some electrical supply instability that resulted in repeated
    stoppages in the wet zircon circuit, which was resolved in the last week of the
    quarter. 

    In addition to primary zircon, over the past two quarters, Kwale Operations has
    been producing a lower grade zircon product ("zircon low grade") from
    re-processing of zircon tails into a zircon rich concentrate, which has
    historically realised 70-80% of the value of each contained tonne of zircon. 
    Reported zircon low grade represents the volume of zircon contained in the
    concentrate.  To date, zircon low grade has been produced from the
    re-processing of run-of-production and stockpiled zircon circuit tails and this
    is anticipated to continue for the remainder of the financial year.  During the
    quarter 2.6kt of zircon low grade was produced (2.2kt last quarter) and a
    single shipment containing 3.5kt of zircon low grade was made to China (nothing
    shipped last quarter).  A further shipment containing an estimated 3.0kt of
    zircon low grade is planned for the March quarter.  The production of zircon
    low grade has more than offset the lower primary zircon recoveries of the past
    two quarters.

    Bulk loading operations at Base Resources' Likoni Port facility continued to
    run smoothly, dispatching more than 125kt of ilmenite, rutile and concentrate
    during the quarter (155kt last quarter).  Containerised shipments of rutile and
    zircon through the Mombasa Port proceeded according to plan.

    SUMMARY OF UNIT COSTS                      Dec 2015  Mar 2016  June 2016 Sept 2016 Dec 2016 
    & REVENUE PER TONNE (US$)                   Quarter   Quarter   Quarter   Quarter   Quarter 
                                                                                                
    Unit operating costs per tonne produced       $90       $84       $93       $77       $84   
                                                                                                
    Unit cost of goods sold per tonne sold       $123      $106      $111       $91      $102   
                                                                                                
    Unit revenue per tonne of product sold       $245      $208      $201      $200      $250   
                                                                                                
    Revenue : Cost of goods sold ratio            2.0       2.0       1.9       2.2       2.5   

    Total operating costs were marginally higher than last quarter, but remain low
    overall. This, when combined with lower production volumes, resulted in a
    higher unit operating cost of US$84 per tonne produced (rutile, ilmenite,
    zircon and zircon low grade) (US$77 per tonne last quarter).  Cost of goods
    sold of US$102 per tonne sold (operating costs, adjusted for stockpile
    movements, and royalties) were also higher than last quarter (US$91 per tonne
    sold) due the impact of product sales mix.

    Revenue per tonne of product sold varies significantly each quarter depending
    on the number of bulk rutile sales during that quarter.  In a normal year,
    there are usually seven or eight bulk rutile sales of approximately 10-12kt
    each, which means any given quarter will contain either one or two of these
    sales (or even three in exceptional circumstances, as was the case in the June
    quarter).  As annual rutile sales account for approximately 50% of revenue but
    only 15% of volume, the number of bulk rutile sales in a quarter has a
    significant bearing on revenue, but not sales volume.  The December quarter saw
    two bulk rutile sales of 10.1kt and 6.9kt, and total rutile sales of 19.8kt,
    similar to the prior quarter's 23.0kt total rutile sales, which, when combined
    with the lower ilmenite sales volume, higher ilmenite prices and zircon low
    grade sales, contributed to the rise in average revenue per tonne to US$250 per
    tonne (US$200 last quarter). 

    The high average revenue per tonne sold and continued cost discipline in the
    quarter has resulted in a record revenue to cost of sales ratio of 2.5 (2.2
    last quarter).

    FY2017 PRODUCTION GUIDANCE- MID-YEAR UPDATE

    Kwale Operations production guidance for financial year 2017 ("FY17") has been
    updated to reflect lower than forecast first half production of zircon and
    rutile, whilst factoring in the on-going MSP optimisation and debottlenecking
    at the higher feed rates, aimed at improving zircon and rutile recoveries.  The
    revised production guidance is:

      * Rutile - 88,000 to 93,000 tonnes (previously 88,000 to 95,000 tonnes).
      * Ilmenite - 450,000 to 480,000 tonnes (no change).
      * Zircon - 33,000 to 37,000 tonnes (previously 35,000 to 40,000 tonnes).
      * Zircon contained in zircon low grade - 8,000 to 10,000 tonnes (no previous
        guidance).

    The above updated production targets are based on the following assumptions for
    FY17:

      * Mining of 10.4Mt at an average HM grade of 6.95%, all from Ore Reserves*. 
      * MSP feed rate at an average of 92tph (previously 91tph), consistent with
        recent performance.
      * MSP product recoveries of 102% for ilmenite and 98% (previously 100%) for
        rutile, and 74% (previously 78%) for zircon, consistent with past
        performance and planned recovery improvements from MSP optimisation.

    [*The Ore Reserves estimates underpinning the above production targets were
    prepared by Competent Persons in accordance with the JORC Code (2012 edition). 
    The above production targets are the result of detailed studies based on the
    actual performance of the Kwale mine and processing plant.  These studies
    include the assessment of mining, metallurgical, ore processing, environmental
    and economic factors.]

    2016 MINERAL RESOURCES & ORE RESERVES UPDATE

    On 11 October 2016, updated Kwale Mineral Resources and Ore Reserves estimates
    were announced.*  The 2016 Kwale Mineral Resources estimate is the product of
    revised geological interpretations following the mineralogical assessment of
    1,718 individual drill samples (compared to the 71 composite samples previously
    used), observation of 5 test pits in the South Dune deposit and knowledge
    gained from mining.

    The 2016 Kwale Mineral Resources as at 30 June 2016, are estimated to be
    134.6Mt at an average HM grade of 4.2% and 26% slimes containing 5.62Mt HM,
    based on a 1% HM cut-off grade.  The 2016 Kwale Mineral Resources estimate
    represents a small increase of 1% for total material tonnes and 2% for
    contained HM tonnes over the previously reported 2015 Kwale Mineral Resources
    estimate, after allowing for depletion by mining during the year.

    Contained within the Mineral Resources, the Ore Reserves are estimated to be
    102.5Mt at an average HM grade of 4.6 per cent as at 30 June 2016.  The 2016
    Kwale Ore Reserves estimate represents a small increase of 2% in total ore
    tonnes and negligible change in contained HM tonnes over the previously
    reported 2015 Kwale Ore Reserves estimate, after allowing for depletion by
    mining during the year.

    [*Ore Reserves and Mineral Resources are reported in accordance with the JORC
    Code (2012 edition).  Refer to the "2016 Mineral Resources and Ore Reserves
    Update for Kwale" released on 11 October 2016, which is available at http://
    www.baseresources.com.au/investor-centre/asx-releases/. Base Resources confirms
    that it is not aware of any new information or data that materially affects the
    information included in the original market announcement and, in the case of
    Mineral Resources and Ore Reserves, that all material assumptions and technical
    parameters underpinning the estimates in the original market announcement
    continue to apply and have not materially changed.  Base Resources further
    confirms that the form and context in which the findings of the Competent
    Persons are presented have not been materially modified from the original
    market announcement.]

    MARKETING

    The TiO2 pigment industry maintained its strength through the quarter resulting
    in further price improvement and ongoing strong demand for TiO2 feedstock. 
    This is encouraging and a departure from the traditional seasonal slow-down in
    the lead up to the end of the calendar year.  Global pigment producers
    announced a series of price increases over the course of 2016, with a number of
    major producers recently announcing a further price increase effective from 1
    January 2017.

    TiO2 feedstock consumption continued to increase throughout the quarter on the
    back of firming pigment production and ongoing re-stocking activity within the
    downstream supply-chain.  This led to another very strong sales quarter for
    Base Resources' ilmenite and rutile.  Prices for Base Resources' ilmenite have
    increased by over 100% between May and December 2016.  The Company continues to
    secure forward sales and has now contracted all ilmenite production through to
    late February 2017 and has secured further price increases for these forward
    sales. 

    There have been recent reports of political disruption to ilmenite exports from
    Tamil Nadu in India and suppressed ilmenite production in China's main ilmenite
    producing region, the Sichuan province, due to increased environmental
    inspections.  These events together with the ongoing strength in pigment demand
    is expected to result in further improvements in ilmenite prices through 2017.

    Despite the improvement in demand, an overhang of high grade TiO2 feedstock
    (including rutile) supply from the first half of 2016 restrained rutile price
    growth through the second half of the year.  However, higher than expected
    offtake by major consumers has resulted in supply and demand being more
    balanced by the end of calendar year 2016.  Base Resources' expectation is for
    rutile prices to start trending upwards during 2017.

    The December quarter saw another solid zircon sales performance with minimal
    stocks being held throughout the period.  Zircon prices saw a modest
    improvement through the December quarter and further marginal improvements are
    being secured for the March quarter.  Provided supply management continues,
    ongoing gradual upward momentum in zircon prices should occur through 2017.

    SAFETY

    With no serious injuries occurring during the quarter, Kwale Operations' lost
    time injury frequency rate ("LTIFR") remains at zero.  Base Resources'
    employees and contractors have now worked 8.2 million man-hours LTI free, with
    the last LTI recorded in the March quarter of 2014.  The total recordable
    injury frequency rate ("TRIFR") reduced from 0.70 to 0.35 in this quarter,
    continuing the steady downward trend of 2016.

    COMMUNITY AND ENVIRONMENT

    Agricultural livelihood programmes, run in conjunction with partners Business
    for Development, DEG, FMO and Kenya Red Cross, continue to develop with
    encouraging support from both national and county Kenyan governments.  These
    programmes, covering cotton, potato and poultry, currently involve around 500
    farmers and community groups with the ultimate aim being to establish new large
    scale agricultural industries that will provide economic opportunities well
    beyond the life of mining activities.

    A stated long-term industrialisation goal of the Kenyan government is to see
    the revitalisation of the cotton value chain.  The economic returns associated
    with this sector have enormous potential to deliver benefits to the various
    participants from farmers right through to garment manufacturers.  Reflecting
    this focus, during the quarter, the Cabinet Secretary for Agriculture, Mr Willy
    Bett, toured Base Resources' cotton programme in the course of which he met
    with participating farmers, Kwale County officials, cooperative members and
    ginnery operators.  The Australian government has also now committed to
    contribute to the development of the program with funding through the Business
    Partnerships Platform. 

    The current cotton crop is currently being harvested, with good results from
    fibre testing carried out in both Nairobi and Bangladesh.  Processing at the
    local ginnery will take place once the harvest is complete in the coming
    quarter.

    During the quarter, Base Resources also provided 29 tonnes of relief food in
    collaboration with the Kwale County Government, local civil society
    organisations and Kenya Red Cross to alleviate hunger in the region resulting
    from drought conditions.

    BUSINESS DEVELOPMENT

    EXTENSIONAL EXPLORATION - KENYA

    The Company commenced an aircore drilling programme in the latter half of the
    quarter within its Special Prospecting License 173 ("SPL 173").  At quarter
    end, 169 holes for 2,544 metres had been drilled in the area targeting a
    potential south-western extension of the existing Kwale resource.  This will be
    followed in the coming quarter by an infill drilling programme that will be
    informed by a preliminary assessment of mineralised zones intersected. 
    Preliminary exploration results for the drilling completed to date are expected
    to be available in the March quarter.

    Extensive community engagement has continued in the north-eastern sector of SPL
    173 to obtain informed consent and access to the target drill sites located in
    this area.  Planned drilling is expected to commence during the March quarter.

    In addition, the Company has also applied for a further Special Prospecting
    License covering an area of 136km2 extending south west from SPL 173 towards
    the Tanzanian border.  This application has been approved, but the license
    remains subject to final grant pursuant to applicable regulations.

    EXPLORATION - TANZANIA

    Following the grant of three prospecting licenses in early October 2016, the
    Company has secured tenure over a fourth license in northern Tanzania for a
    combined area of 456km2.  The areas of interest in Tanzania were identified as
    part of a prospectivity review and subsequent reconnaissance work on the ground
    to confirm these findings.

    The Company has commenced the process of obtaining the necessary consents and
    clearances ahead of a planned preliminary drilling programme across all four
    licenses.  The programme, comprising approximately 3,000 metres of drilling, is
    planned for the first half of 2017.  

    Total exploration expenditure for the quarter, across all licenses in Kenya and
    Tanzania, was US$0.35 million.

    KWALE PHASE 2 PROJECT

    Base Resources initiated the Kwale Phase 2 project in 2015 with its focus being
    an optimised mining methodology, increased mining rates in lower grade zones
    and increased concentrate production.  The Pre-Feasibility Study was completed
    in July 2016 and, based on the potential value Kwale Phase 2 can add to the
    Kwale Operations, a Definitive Feasibility Study ("DFS") is underway.  The HMU,
    currently being used successfully in mining operations, has delivered
    encouraging results and work is underway to determine the optimum tonnage split
    between HMU and DMU mining rates.  The DFS is scheduled for completion in the
    June quarter of 2017.

    CORPORATE

    EXTENSION OF THE TAURUS FACILITY

    As announced on 31 October 2016, Base Resources extended the maturity date of
    the fully drawn US$20 million unsecured debt facility provided by one of its
    major shareholders, Taurus Funds Management ("Taurus") ("Taurus Facility"),
    from 31 December 2016 to 30 September 2017.

    The Taurus Facility was established in December 2014, and is held by Base
    Resources.  Prior to final maturity, under the terms of the Taurus Facility,
    repayments are only required to be made from the surplus cash distributions ("
    Cash Sweeps") of the Kwale Operations to Base Resources, as permitted by the
    Kwale Operations Debt Facility.  These Cash Sweeps, if permitted, occur
    six-monthly with the first having taken place in July 2016 for US$5.4 million. 
    Following the Cash Sweep, a mandatory 50% of which was applied towards
    progressive repayment of the Taurus facility, the amount outstanding under the
    Taurus Facility at 31 December 2016 was US$17.3 million.

    The extension of the Taurus Facility final maturity date allows additional
    repayments to be made from the now confirmed US$7.3 million Cash Sweep in
    January and a further potential Cash Sweep in July 2017, and removed the need
    to secure external funding to repay the balance that would otherwise have been
    due on 31 December 2016. 

    As part of the extension, the mandatory proportion of Cash Sweeps to be applied
    toward progressive repayment of the Taurus Facility increased from 50% to 75%. 
    All other terms of the Taurus Facility remained unchanged, including the
    interest rate of 10% on the outstanding balance.  As consideration for the
    extension, Base Resources issued Taurus 10 million fully paid ordinary shares. 

    KENYAN VAT RECEIVABLE

    As previously announced, Base Resources has refund claims for VAT paid in
    Kenya, relating to both the construction of the Kwale Project and the period
    since operations commenced, totalling approximately US$18.2 million at 31
    December 2016.  These claims are proceeding through the Kenya Revenue Authority
    process, with a number of operational period claims, totalling approximately
    US$1.5 million, settled during the quarter.  Base Resources is continuing to
    engage with the Kenyan Treasury and the Kenya Revenue Authority, seeking to
    expedite the remainder of the refund. 

    ACCELERATED DEBT REPAYMENT FROM SURPLUS CASH

    On 16 January 2017, and in accordance with the terms of the Kwale Operation
    Debt Facility, US$14.6 million of surplus cash was 'swept' from the Kwale
    Operation.  Half of the Cash Sweep (US$7.3 million) went towards mandatory
    repayment of the Kwale Operations Debt Facility, with the other half
    distributed up to the group's Australian parent entity, Base Resources.  From
    the Cash Sweep portion received by Base Resources, a mandatory 75% (US$5.5
    million) was applied to repayment of the Taurus Facility with the balance
    available to the Company for general corporate funding.

    In summary, at 31 December 2016:

      * Net debt of US$129.5 million, consisting of:
          + Cash and cash equivalents were US$29.1 million (unrestricted) and an
            additional US$18.6 million (restricted - debt service reserve account).
          + Debt of US$177.2 million, following a US$15.2 million scheduled
            repayment on 15th December 2016.
      * 742,231,956 shares on issue.
      * 61,425,061 options (exercise price of A$0.40, expiring 31 December 2018).
      * 67,085,620 performance rights issued pursuant to the terms of the Base
        Resources Long Term Incentive Plan.

    A full PDF version of this release is available from the Company's website:  
    www.baseresources.com.au.

    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: +61 (0)8 9480 2500
    As Broker:
    Jonathan Williams
    Phone: +44 20 3440 6800

    SHARE REGISTRY:  ASX
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    Enquiries: 1300 850 505 / +61 (3) 9415 4000
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    AUSTRALIAN MEDIA RELATIONS
    Cannings Purple
    Annette Ellis / Andrew Rowell
    Email: aellis@canningspurple.com.au /
    arowell@canningspurple.com.au
    Phone: +61 (0)8 6314 6300

    UK MEDIA RELATIONS
    Tavistock Communications
    Jos Simson / Emily Fenton
    Phone: +44 (0) 207 920 3150

    KENYA MEDIA RELATIONS
    Africapractice (East Africa)
    Evelyn Njoroge / James Njuguna/Joan Kimani
    Phone: +254 (0)20 239 6899
    Email: jkimani@africapractice.com

    PRINCIPAL & REGISTERED OFFICE
    Level 1, 50 Kings Park Road
    West Perth, Western Australia, 6005
    Email:  info@baseresources.com.au
    Phone: +61 (0)8 9413 7400
    Fax: +61 (0)8 9322 8912