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The nil paid rights (Rights) and the fully paid ordinary shares (Shares) in Base Resources Ltd (Company) being offered pursuant to the Company’s proposed Rights Issue and Placement, have not been and will not be registered under the US Securities Act of 1933 or any US state securities laws or qualified for distribution under the securities laws of Canada, Japan or South Africa.  Accordingly, subject to certain exceptions, neither the Rights nor the Shares may be offered, sold, delivered or otherwise transferred to US persons or in or into the United States, Canada, Japan or South Africa.  Further, the Company is not registered as an “investment company” under the U.S. Investment Company Act of 1940, as amended in reliance on an exemption therefrom.  The prospectus dated 1 August 2011 (Prospectus) relating to the Rights Issue may not be forwarded or transmitted to US persons or in or into the United States, Canada, Japan or South Africa.  Receipt of this information or the Prospectus does not constitute an invitation or offer to overseas shareholders or prospective purchasers in the Placement in those jurisdictions in which it would be illegal to make such an invitation or offer and in such circumstances the Prospectus should be treated as transmitted for information only.