Form 604

Corporations Law

Section 671B

Notice of change of interests of substantial holder

To: Company Name/Scheme

Base Resources Ltd

ACN/ARSN

125 546 910

1. Details of substantial holder

Name

Bank of America Corporation and its related bodies corporate (See

Appendix C)

ACN/ARSN (if applicable):

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

12 February 2020

The previous notice was given to the company on

3 February 2020

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

Present Notice

securities (4)

Person's Votes

Voting Power (5)

Person's Votes

Voting Power (5)

Ordinary

89,658,351

7.65%

77,775,515

6.64%

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 whose relevant

Nature of

Consideration given

Class and Number

Person's

change

interest changed

Change (6)

in relation to

of securities

votes

change (7)

affected

affected

Please see Appendix A

4. Present relevant interests

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

Holder of

Registered

Person entitled

Nature of relevant interest

Class and

Person's

relevant

holder of

to be registered

(6)

number of

votes

interest

securities

holder (8)

securities

Merrill Lynch

Merrill Lynch

Merrill Lynch

Power to control voting

Ordinary

35,613,042

(Australia)

(Australia)

(Australia)

and/or disposal of

35,613,042

Futures Ltd

Nominees Pty Ltd

Futures Ltd

securities in its capacity as

ultimate beneficial owner

having a principal position.

Merrill Lynch

Merrill Lynch

Merrill Lynch

Borrowing of securities

Ordinary

42,162,473

International

(Australia)

International

pursuant to a Prime

42,162,473

(Australia) Ltd

Nominees Pty Ltd

(Australia) Ltd

Brokerage Agreement (see

Appendix B), with power to

control the voting and/or

disposal of borrowed

securities.

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

N/A

6. Addresses

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

Name

Addresses

Bank of America Corporation

100 North Tryon Street, Charlotte, North Carolina, 28255, USA

Merrill Lynch (Australia) Futures Ltd

Level 38, Governor Phillip Tower, 1 Farrer Place, Sydney NSW

2000, Australia

Merrill Lynch (Australia) Nominees Pty Ltd

Level 19, 120 Collins St, Melbourne Vic 3000, Australia

Merrill Lynch International (Australia) Ltd

Level 38, Governor Phillip Tower, 1 Farrer Place, Sydney NSW

2000, Australia

SIGNATURE

Print Name:

Kelvin Kwok

Capacity:

Authorised signatory

Sign Here:

Date:

14 February 2020

Appendix A

Consideration

Class (6) of

Securities

Person's votes

Date of change

Person whose relevant interest changed

Nature of change (4)

(5)

securities

affected

affected

Remark

Merrill Lynch International (Australia)

Securities

1/31/2020

Limited

returned

N/A

Ordinary

(38,936)

(38,936)

Refer to App. B

Merrill Lynch International (Australia)

Securities

2/11/2020

Limited

returned

N/A

Ordinary

(2,893,912)

(2,893,912)

Refer to App. B

Merrill Lynch International (Australia)

Securities

2/11/2020

Limited

returned

N/A

Ordinary

(4,013,653)

(4,013,653)

Refer to App. B

Merrill Lynch International (Australia)

Securities

2/11/2020

Limited

returned

N/A

Ordinary

(4,955,389)

(4,955,389)

Refer to App. B

Merrill Lynch International (Australia)

1/31/2020

Limited

BUY

280

Ordinary

1,192

1,192

N/A

Merrill Lynch International (Australia)

2/3/2020

Limited

BUY

208

Ordinary

904

904

N/A

Merrill Lynch International (Australia)

2/4/2020

Limited

BUY

243

Ordinary

971

971

N/A

Merrill Lynch International (Australia)

2/4/2020

Limited

BUY

363

Ordinary

1,450

1,450

N/A

Merrill Lynch International (Australia)

2/5/2020

Limited

BUY

285

Ordinary

1,165

1,165

N/A

Merrill Lynch International (Australia)

2/5/2020

Limited

BUY

410

Ordinary

1,672

1,672

N/A

Merrill Lynch International (Australia)

2/6/2020

Limited

BUY

434

Ordinary

1,700

1,700

N/A

Merrill Lynch International (Australia)

2/7/2020

Limited

BUY

612

Ordinary

2,447

2,447

N/A

Merrill Lynch International (Australia)

2/7/2020

Limited

BUY

809

Ordinary

3,237

3,237

N/A

Merrill Lynch International (Australia)

2/11/2020

Limited

BUY

616

Ordinary

2,462

2,462

N/A

Merrill Lynch International (Australia)

2/12/2020

Limited

BUY

454

Ordinary

1,854

1,854

N/A

Appendix B-1: Prescribed information

Type of agreement

International Prime Brokerage Agreement

Parties to agreement

Merrill Lynch International, Merrill Lynch International (Australia) Limited and Regal Funds

Management Pty Limited as Trustee of Regal Australian Long Short Equity Fund

Holder of voting rights

Securities borrower. Securities lender may instruct the registered holder to vote on securities.

Are there any

No

restrictions on voting

rights?

If yes, detail

N/A

Scheduled return date

On recall of the securities loan by the securities lender.

(if any)

Does the borrower have

Yes

the right to return

early?

If yes, detail

Securities borrower will have right to return assets at any time.

Does the lender have

Yes

the right to recall

early?

If yes, detail

Securities lender will have right to recall assets at any time.

Will the securities be

Yes

returned on settlement?

If yes, detail any

N/A

exceptions

Appendix B-2: Prescribed information

Type of agreement

International Prime Brokerage Agreement

Parties to agreement

Merrill Lynch International, Merrill Lynch International (Australia) Limited and Regal Funds

Management Pty Limited as Trustee of Tasman Market Neutral Fund

Holder of voting rights

Securities borrower. Securities lender may instruct the registered holder to vote on securities.

Are there any

No

restrictions on voting

rights?

If yes, detail

N/A

Scheduled return date

On recall of the securities loan by the securities lender.

(if any)

Does the borrower have

Yes

the right to return

early?

If yes, detail

Securities borrower will have right to return assets at any time.

Does the lender have

Yes

the right to recall

early?

If yes, detail

Securities lender will have right to recall assets at any time.

Will the securities be

Yes

returned on settlement?

If yes, detail any

N/A

exceptions

Appendix B-3: Prescribed information

Type of agreement

International Prime Brokerage Agreement

Parties to agreement

Merrill Lynch International, Merrill Lynch International (Australia) Limited and Regal Funds

Management Pty Limited as Trustee of Atlantic Absolute Return Fund

Holder of voting rights

Securities borrower. Securities lender may instruct the registered holder to vote on securities.

Are there any

No

restrictions on voting

rights?

If yes, detail

N/A

Scheduled return date

On recall of the securities loan by the securities lender.

(if any)

Does the borrower have

Yes

the right to return

early?

If yes, detail

Securities borrower will have right to return assets at any time.

Does the lender have

Yes

the right to recall

early?

If yes, detail

Securities lender will have right to recall assets at any time.

Will the securities be

Yes

returned on settlement?

If yes, detail any

N/A

exceptions

Appendix B-5: Prescribed information

Type of agreement

International Prime Brokerage Agreement

Parties to agreement

Merrill Lynch International, Merrill Lynch International (Australia) Limited and Susquehanna

Pacific Pty Ltd

Holder of voting rights

Securities borrower. Securities lender may instruct the registered holder to vote on securities.

Are there any

No

restrictions on voting

rights?

If yes, detail

N/A

Scheduled return date

On recall of the securities loan by the securities lender.

(if any)

Does the borrower have

Yes

the right to return

early?

If yes, detail

Securities borrower will have right to return assets at any time.

Does the lender have

Yes

the right to recall

early?

If yes, detail

Securities lender will have right to recall assets at any time.

Will the securities be

Yes

returned on settlement?

If yes, detail any

N/A

exceptions

Appendix C

ACN/Registration/Incorporation

Related bodies corporate

Incorporated

Number

Merrill Lynch (Australia) Futures Limited

Australia

003639674

Merrill Lynch International (Australia) Limited

Australia

002892846

Merrill Lynch Markets (Australia) Pty. Limited

Australia

075587816

Merrill Lynch (Australasia) Pty. Limited

Australia

075923894

Bank of America Global Holdings, LLC

United States

5169939

BofAML Jersey Holdings Limited

Jersey

115831

NB Holdings Corporation

United States

2361372

Bank of America Corporation

United States

N/A628

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Base Resources Limited published this content on 14 February 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 February 2020 11:26:12 UTC