Form 604

Corporations Act 2001

Section 671B

Notice of Change of Interests of Substantial Holder

To: BASE RESOURCES LIMITED

ACN/ARSN:

1. Details of substantial holder (1)

Name: FIL Limited and the entities listed in Annexure A ("FIL")

ACN/ARSN (if applicable)

There was a change in the interests of the substantial holder on

10

February 2020

The previous notice was given to the company on

19

November 2019

The previous notice was dated

19

November 2019

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of

Previous Notice

Previous Notice

Present Notice

Present Notice

Securities (4)

Person's votes

Voting Power (5)

Person's votes

Voting Power (5)

COMMON

99,585,687

8.50%

117,160,977

10.00%

STOCK

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of

Person

Nature of

Consideration

Class and

Person's votes

Change

whose

change (6)

given in relation

number of

affected

relevant

to change (7)

securities

interest

affected

changed

COMMON

COMMON

STOCK

STOCK

11/26/2019

FIL

BUY

0.2350 AUD

1,561

1,561

11/26/2019

FIL

BUY

0.2370 AUD

121,904

121,904

12/06/2019

FIL

BUY

0.2200 AUD

33,259

33,259

12/06/2019

FIL

BUY

0.2200 AUD

44,767

44,767

12/06/2019

FIL

BUY

0.2200 AUD

47,502

47,502

12/06/2019

FIL

BUY

0.2200 AUD

552,449

552,449

12/12/2019

FIL

BUY

0.2200 AUD

33,116

33,116

12/12/2019

FIL

BUY

0.2200 AUD

33,116

33,116

12/12/2019

FIL

BUY

0.2200 AUD

33,116

33,116

12/12/2019

FIL

BUY

0.2200 AUD

33,116

33,116

12/12/2019

FIL

BUY

0.2200 AUD

36,915

36,915

12/12/2019

FIL

BUY

0.2200 AUD

54,384

54,384

12/13/2019

FIL

BUY

0.2200 AUD

78,668

78,668

12/13/2019

FIL

BUY

0.2200 AUD

117,845

117,845

12/13/2019

FIL

BUY

0.2200 AUD

142,164

142,164

12/13/2019

FIL

BUY

0.2200 AUD

1,753,197

1,753,197

12/17/2019

FIL

BUY

0.2200 AUD

32,998

32,998

12/17/2019

FIL

BUY

0.2200 AUD

32,998

32,998

12/17/2019

FIL

BUY

0.2200 AUD

39,008

39,008

12/20/2019

FIL

BUY

0.2200 AUD

18,231

18,231

12/20/2019

FIL

BUY

0.2200 AUD

34,104

34,104

12/20/2019

FIL

BUY

0.2200 AUD

37,306

37,306

12/20/2019

FIL

BUY

0.2200 AUD

503,540

503,540

12/23/2019

FIL

BUY

0.2200 AUD

357

357

12/23/2019

FIL

BUY

0.2200 AUD

668

668

12/23/2019

FIL

BUY

0.2200 AUD

731

731

12/23/2019

FIL

BUY

0.2200 AUD

9,863

9,863

12/27/2019

FIL

BUY

0.2200 AUD

32,756

32,756

12/27/2019

FIL

BUY

0.2200 AUD

32,756

32,756

12/27/2019

FIL

BUY

0.2200 AUD

32,756

32,756

12/27/2019

FIL

BUY

0.2200 AUD

250,200

250,200

12/30/2019

FIL

BUY

0.2200 AUD

32,572

32,572

12/30/2019

FIL

BUY

0.2200 AUD

32,572

32,572

12/30/2019

FIL

BUY

0.2200 AUD

33,356

33,356

01/02/2020

FIL

BUY

0.2200 AUD

3,975

3,975

01/06/2020

FIL

BUY

0.2200 AUD

32,645

32,645

01/06/2020

FIL

BUY

0.2200 AUD

38,459

38,459

01/08/2020

FIL

BUY

0.2198 AUD

33,158

33,158

01/08/2020

FIL

BUY

0.2198 AUD

33,158

33,158

01/08/2020

FIL

BUY

0.2198 AUD

33,158

33,158

01/08/2020

FIL

BUY

0.2198 AUD

492,629

492,629

01/09/2020

FIL

BUY

0.2200 AUD

28,503

28,503

02/04/2020

FIL

BUY

0.2400 AUD

120,000

120,000

02/05/2020

FIL

BUY

0.2449 AUD

595,640

595,640

02/06/2020

FIL

BUY

0.2491 AUD

583,726

583,726

02/06/2020

FIL

BUY

0.2500 AUD

216,161

216,161

02/10/2020

FIL

BUY

0.2471 AUD

62,500

62,500

02/10/2020

FIL

BUY

0.2471 AUD

126,896

126,896

02/10/2020

FIL

BUY

0.2500 AUD

3,597,275

3,597,275

02/10/2020

FIL

BUY

0.2500 AUD

7,303,556

7,303,556

Total Buys

17,575,290

17,575,290

4. Present Relevant Interest

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Refer to Annexure A

5. Changes in Association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature

of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable) Nature of association

N/A

6. Addresses

The addresses of persons named in this form are as follows:

Refer to Annexure A

Sign Here ____________________________________

Dated: 12 February 2020 Jen Li

Head of Regulatory Reporting, Asia Pacific

Duly authorized under Powers of Attorney by and on behalf of FIL Limited

Annexure A

Investment Manager

Address

Custodian

Nature of Relevant Interest

Sum of Numerator Shares

FIL INVESTMENTS

Oakhill House, 130

BROWN BROS HARRIMN

32,702,957

INTERNATIONAL

Tonbridge Road,

LTD LUX (C)

Hildenborough,

BROWN BROTHERS

3,957,867

Tonbridge, Kent, TN11

HARRIMAN AND CO

9DZ, United Kingdom

JP MORGAN,

Investment Discretion /

69,881,600

BOURNEMOUTH (C)

Voting Power

FIL LIMITED

Pembroke Hall, 42

BROWN BROS HARRIMN

7,430,452

Crow Lane, Pembroke,

LTD LUX (C)

Bermuda

BROWN BROTHERS

3,188,101

HARRIMAN AND CO

Grand Total

117,160,977

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Base Resources Limited published this content on 13 February 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 February 2020 03:50:05 UTC