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ABN 65 009 131 533

Titanium Sands Limited (Formerly Windimurra Vanadium Limited)

Annual Financial Report For the year ended 30 June 2017

ontents
	Page
Corporate Information	3
Directors’ report	4
Statement of profit or loss and other comprehensive income	14
Statement of financial position	15
Statement of changes in equity	16
Statements of cash flows	17
Notes to the financial statements	18
Directors’ declaration	34
Auditor’s report	35
Lead auditor’s independence declaration	38
Additional shareholder information	39

Corporate Information

Directors	James Searle (appointed 2 March 2016)
	Jason Ferris (appointed 31 July 2014)
	Lee Christensen (appointed 16 April 2015)
	Graham Chapman (appointed 21 January 2015, resigned 17 November 2016)
Company Secretary	Ms Nicki Farley (appointed 7 November 2012)
Registered Office	Level 24, 44 St Georges Terrace
and Principal Place of	PERTH WA 6000
Business	Telephone: (08) 6211 5099 Facsimile: (08) 9218 8875
Share Registry	Computershare Investor Services Pty Limited
	Level 11
	172 St Georges Terrace
	PERTH WA 6000
Website	www.titaniumsands.com.au
Place of Incorporation	Western Australia
Auditors	BDO Audit (WA) Pty Ltd
	38 Station Street
	Subiaco WA 6008
Solicitors	Price Sierakowski Corporate
	Level 24, 44 St Georges Terrace
	PERTH WA 6000
	Telephone: (08) 6211 5099 Facsimile: (08) 9218 8875
Bankers	National Australia Bank
	100 St Georges Terrace
	PERTH WA 6000
Stock Exchange	ASX Limited
	Exchange Plaza
	Level 40
	152-158 St Georges Terrace
	PERTH WA 6000
ASX Code	TSL (formerly WVL)

Titanium Sands Limited (formerly Windimurra Vanadium Limited) Directors’ report

For the year ended 30 June 2017

1. Directors

The directors of the Company at any time during or since the end of the financial year are: Name, qualifications Experience, special responsibilities and other directorships and independence status James Searle Dr Searle was appointed as a Director of the Company on 2 March 2016. Managing Director Dr Searle has over 34 years’ experience in base metals, precious metals and mineral sand deposits. He has led successful exploration, project development and operational teams in Australia, Africa, Northern Europe, and Central Asia. Dr Searle has a BSc(Hons) in geology and a PhD from the University of Western Australia. He is a Member of the Australian Institute of Mining and Metallurgy and has 24 years’ experience in executive and nonexecutive Director roles on Australian Stock Exchange listed public company boards.

Dr Searle holds 1,500,000 shares in the Company as at the date of this report.

During the past three years, Dr Searle has served as a Director for the following other listed companies: • Kinetiko Energy Limited – appointed 25 January 2010.

Jason Ferris Mr Ferris was appointed as a Director of the Company on 31 July 2014. Non-Executive Director Mr Ferris currently serves as Executive Chairman of Connected IO Limited an ASX listed wireless communications company. He has worked in financial services, property and corporate finance industries for more than 25 years. Mr Ferris is an experienced company director having served on the board of numerous public and private companies in Australia, South Africa and United Kingdom. He is a Fellow of the Australian Institute of Management (FAIM) and is a Member of the Australian Institute of Company Directors (MAICD). He has also facilitated many joint venture opportunities in both property, tech and mining sectors.

Mr Ferris holds 1,000,000 shares in the Company as at the date of this report. During the past three years, Mr Ferris has served as a Director for the following other listed companies: • Connected IO Limited (formerly G8 Communications Limited) – appointed 28 April 2015. • Diploma Group Limited – appointed 30 March 2015, resigned 9 December 2016. Lee Christensen Mr Christensen was appointed as a Director of the Company on 16 April 2015. Non-Executive Director and Chairman Mr Christensen is a senior lawyer in Perth, specialising in dispute resolution, insolvency and restructures. He has many years of commercial litigation and insolvency law experience having acted in major insolvencies in Western Australia. His in-depth understanding and proven application of Insolvency issues sees him regularly advising external administrators, trustees, creditors and bankrupts on all of its ramifications. Mr Christensen holds 3,660,000 shares in the Company as at the date of this report. During the past three years, Mr Christensen has not served as a Director of any other listed company.

Titanium Sands Limited (formerly Windimurra Vanadium Limited) Directors’ report

For the year ended 30 June 2017

1. Directors (continued)

Name, qualifications Experience, special responsibilities and other directorships and independence

status

Graham Chapman Mr Chapman was appointed as a Director of the Company on 21 January 2015 and resigned 17 Non-Executive November 2016.

Director

Mr Chapman, a geologist by profession, has over 35 years’ experience in mining and has lived and worked in a number of countries, including South Africa, Indonesia, Australia, Russia, Colombia and India. He was Vice President Strategy in the newly formed BHP Billiton. From 2002 to 2011 he formed and led an energy-focussed consulting company based in UK, and was Vice Chairman of the UN ECE Coal Group of Experts Committee in 2008. He holds an MBA, B.Sc (Hons) and is a Fellow of the Geological Society, London. Mr Chapman holds no shares in the Company as at the date of this report.

During the past three years, Mr Chapman has served as a Director for the following other listed companies:

Connected IO Limited (formerly G8 Communications Limited) – resigned 18 January 2016.

2. Company Secretary

Ms Nicki Farley was appointed to the position of company secretary on 7 November 2012. Ms Farley holds a Bachelor of Laws and Arts from the University of Western Australia and has over 10 years of experience working within the corporate advisory area providing advice in relation to capital raisings, corporate and securities laws, mergers and acquisitions and general commercial transactions. Ms Farley has also held a number of company secretarial roles for ASX listed companies.

3. Directors’ meetings

The number of meetings of the Company’s Directors held during the year ended 30 June 2017, whilst each director was in office, and the number of meetings attended by each Director, were:

Director	No. eligible	Board of Directors’ to attend	Meetings No. attended
James Searle	3		3
Jason Ferris	3		3
Lee Christensen	3		3
Graham Chapman1	-		-
1Graham Chapman resigned	as Director on	17 November 2016

The Board of Directors also approved four (4) circular resolutions during the year ended 30 June 2017 which were signed by all Directors of the Company.

4. Principal activities

During the year, the Company was in the process of acquiring a project located in Sri Lanka.

5. Operating and financial review

The net loss of the Company for the financial year ended 30 June 2017 amounted to $518,476 (2016: loss $1,025,993). The current year loss was incurred from in the ordinary course of the business. The prior year loss is mainly attributable to increased exploration and geology costs and impairment of the Company’s tenement M58/272.

The net assets/(liabilities of the Company for the financial year ended 30 June 2017 amount to ($197,804) (2016: net assets $320,672).

Titanium Sands Limited (formerly Windimurra Vanadium Limited) Directors’ report (continued)

For the year ended 30 June 2017

History, Review of Operations and Subsequent Events

Overview

Titanium Sands Limited is seeking to complete the acquisition of the Mannar Island Heavy Mineral Sands Project in Sri Lanka having previously exercised its option of the project. The transaction will see the acquisition of Srinel Holdings Ltd which holds two exploration licences and three exploration license application in north west Sri Lanka (Figures 1and 2). Completion of the transaction requires approval by the shareholders at a general meeting the Company is still progressing through the regulatory approvals and oversight process associated with calling a general meeting of shareholders. As of the date of this report the meeting remains to be held.

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Figure 1. Location of the Mannar Island Heavy Mineral Sands Project

Titanium Sands Limited (formerly Windimurra Vanadium Limited) Directors’ report (continued) For the year ended 30 June 2017

History, Review of Operations and Subsequent Events (continued)

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Figure 2 Mannar Island Srinel Holding Ltd tenure

Operations

During 2016 the project vendor undertook hand auger drilling of parts of the interior of Mannar Island adjacent to the known mineral resources* envelope (Figure 3) on a drill hole pattern of 800m line spacing and 50m hole spacing. During 2017 the vendor further advised they had begun infill drilling zones where significant heavy mineral sands concentrations were visually logged in the drill holes. The infill drilling is designed to close the drill hole pattern in areas of heavy mineral sand concentration down to 400m lines and 50m hole separations. Up to June 2017, 502 infill pattern holes had been drilled. Details of the drilling have been reported in the Titanium Sands quarterly reports. Samples from all of this drilling have been collected at 0.5m intervals and will eventually be submitted to specialist heavy mineral sand laboratories for analysis.

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Figure 3 Hand auger drilling 2016-2017 Mannar Island.

Titanium Sands Limited (formerly Windimurra Vanadium Limited) Directors’ report (continued)

For the year ended 30 June 2017

History, Review of Operations and Subsequent Events (continued)

Operations (continued)

Visual logging indicates that there are large areas of heavy mineral sand concentration that extend up to 3km inland from the known resource. Holes ranged in depth up to 5m, but averaged about 1.75m.

In addition reconnaissance of the mainland shore covered by the tenure encountered heavy mineral sands concentrations up to 250m inland from the modern coastal accumulations (Figures 4 and 5). These are target areas for further drilling.

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Figure 4 Heavy mineral sands on the mainland adjacent to Mannar Island, EL180.

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Figure 5 Heavy mineral sands from the location in Figure 4.

Titanium Sands Limited (formerly Windimurra Vanadium Limited) Directors’ report (continued)

For the year ended 30 June 2017

History, Review of Operations and Subsequent Events (continued) Operations (continued)

Titanium Sands Ltd wishes to complete the Srinel acquisition as soon as possible so that it can proceed with further exploration and resource definition at the Mannar Island Project.

*An initial JORC inferred mineral resource of 10.3 Mt with total heavy mineral (THM) of 11.7% compiled by independent consultants was reported in full to the Australian Securities Exchange on the 22 April 2015. This resource was based on a historical drill hole data base of 785 auger drill holes and from the 115 holes drilled in early 2015. The drilling and the defined resource envelope was largely confined to within 150m of the Mannar Island shoreline. The Company confirms that this resource statement remains current in regards to the areas covered by the drilling used in the resource model.

Except where indicated, exploration results above have been compiled by James Searle BSc (hons), PhD, a Member of the Australian Institute of Mining and Metallurgy, with over 34 years of experience in metallic and energy minerals exploration and development, and as such has sufficient experience which is relevant to the style of mineralisation and type of deposits under consideration as a Competent Person as defined in the 2012 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Dr Searle is the Managing Director of Titanium Sands Limited and consents to the inclusion of this technical information in the format and context in which it appears.

Subsequent Events

Subsequent year end and as announced on 17 July 2017, the Company raised $300,000 by way of a sophisticated investor placement of 42,857,142 Shares at $0.007 per share. One free attaching Option (exercisable at $0.007; expiring 3 years from issue) will be issued for every one Share subscribed for, subject to shareholder approval. Funds raised will be used for general working capital.

Also subsequent to year end and as announced on 28 September 2017, the Company has further amended the Option Agreement with Cuprum Holdings Limited (refer to note 6 for further details).

6 Remuneration report (audited)

6.1 Principles of compensation

This report outlines the remuneration arrangements in place for directors of Titanium Sands Limited in accordance with the requirements of the Corporations Act 2001 and its Regulations. For the purpose of this annual financial report, Key Management Personnel (KMP) of the Company are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the Company, directly or indirectly.

Details of Key Management Personnel during the year ended 30 June 2017

James Searle (appointed 2 March 2016) Jason Ferris (appointed 31 July 2014) Lee Christensen (appointed 16 April 2015)

Graham Chapman (appointed 21 January 2015, resigned 17 November 2016)

Remuneration Policy

The Board is responsible for determining and reviewing compensation arrangements for the Directors. The Board assesses the appropriateness of the nature and amount of emoluments of such officers on a periodic basis by reference to relevant employment market conditions with the overall objective of ensuring maximum stakeholder benefit from the retention of a high quality board and executive team. The Company does not link the nature and amount of the emoluments of such officers to the Company’s financial or operational performance. The expected outcome of this remuneration structure is to retain and motivate Directors. During the financial year, the Group did not employ the use of remuneration consultants.

6.2	Relationship between the Remuneration Policy	Relationship between the Remuneration Policy	Relationship between the Remuneration Policy	Relationship between the Remuneration Policy	and Company Performance	and Company Performance
	30 June 2017	30	June 2016	30 June 2015	30 June 2014	30 June	2013
	$		$	$	$		$
Revenue	-		-	-	-		-
Basic loss per share (cents)	(0.10)		(0.20)	(0.07)	(0.70)	(1.73)
Diluted loss per share (cents)	(0.10)		(0.20)	(0.07)	(0.70)	(1.73)

Titanium Sands Limited (formerly Windimurra Vanadium Limited) Directors’ report (continued) For the year ended 30 June 2017

6 Remuneration report (audited) (continued)

6.3 Directors’ and executive officers’ remuneration - audited

In January 2013, the Board approved the remuneration of directors; being $5,000 per month for the Chairman and $4,000 per month for each Non-Executive Director for their services, commencing from 1 January 2014.

Executive Remuneration

The following table discloses the contractual arrangements with the Group’s executive Key Management Personnel.

COMPONENT	CEO – Dr James Searle
Fixed remuneration	$60,000 pa
Contract duration	Expires on 31 March 2018
Termination notice by the individual/company	1 month
Other entitlements	N/A

Details of the nature and amount of each major element of the remuneration for the year ended 30 June 2017 and 30 June 2016 of each director of the Company and other key management personnel are:

									Proportion
						Post			of
						employment	Share-based		remunera-
		Short-term				benefits	payments		tion
				Other		Superannua-			performance
2017	Salary & fees	Bonus				tion	Options	Total	related
Directors	$	$		$		$	$	$	%
*Executive directors*
Dr James Searle1	60,000		-		-	-	-	60,000	-
*Non-executive directors*
Mr Jason Ferris2	48,000		-		-	-	-	48,000	-
Mr Lee Christensen	60,000		-		-	-	-	60,000	-
Mr Graham Chapman3	-		-		-	-	-	-	-
Total	168,000		-		-	-	-	168,000	-

1 Dr Searle’s director fees are paid to Earthsciences Pty Ltd, of which Dr Searle is a Director.

2 Mr Ferris’ director fees are paid to J2J Investments Pty Ltd, of which Mr Ferris is a Director.

3 Mr Chapman resigned on 17 November 2017.

									Proportion
						Post			of
						employment	Share-based		remunera-
		Short-term				benefits	payments		tion
				Other		Superannua-			performance
2016	Salary & fees	Bonus				tion	Options	Total	related
Directors	$	$		$		$	$	$	%
*Executive directors*
Dr James Searle5	19,600		-		-	-	-	19,600	-
*Non-executive directors*
Mr Jason Ferris	48,000		-		-	-	-	48,000	-
Mr Lee Christensen	60,000		-		-	-	-	60,000	-
Mr Graham Chapman	28,000		-		-	-	-	28,000	-
Mr Ryan Rockwood6	19,200		-		-	-	-	19,200	-
Total	174,800		-		-	-	-	174,800	-

5 Dr James was appointed 2 March 2016. 6 Mr Rockwood resigned on 24 November 2015.

Titanium Sands Limited (formerly Windimurra Vanadium Limited) Directors’ report (continued) For the year ended 30 June 2017

6 Remuneration report (audited) (continued)

6.3.1 Loans to Directors

There were no loans to directors during the financial year ending 30 June 2017 (2016: $nil)

6.3.2 Other Transactions with Key Management Personnel

A number of key management personnel, or their related parties, hold positions in other entities that result in them having control or significant influence over the financial or operating policies of those entities. A number of these entities transacted with the Company in the reporting period. These are as follows:

Consultancy services:

Jason Ferris is a Director of J2J Investments Pty Ltd (“J2J”), which provided the Company with consultancy services. These services provided were based upon normal commercial terms and conditions no more favourable than those available to other parties. The amount incurred for the year ended 30 June 2017 was $72,000 (2016: $72,000). As at 30 June 2017, the amount payable to J2J is $111,600 (incl GST) (2016: $32,400 (incl GST)).

Dr James Searle is a Director of Earthsciences Pty Ltd (“Earthsciences”), which provided the Company with consultancy services. These services provided were based upon normal commercial terms and conditions no more favourable than those available to other parties. The amount incurred for the year ended 30 June 2017 was $15,300 (2016: $40,755). As at 30 June 2017, the amount payable to Earthsciences is $35,860 (incl GST) (2016: $19,030 (incl GST)).

6.3.3 Directors’ interests in shares

Fully paid ordinary shares issued by Titanium Sands Limited to Key Management Personnel during the year and as at 30 June 2017 are as follows:

	Balance at Allotment of Net other Balance at
2017
	1 July 2016 Shares changes 30 June 2017

DIRECTORS Mr Jason Ferris Dr James Searle Mr Lee Christensen Mr Graham Chapman	1,000,000 - - 1,000,000 1,500,000 - - 1,500,000 3,660,000 - - 3,660,000 - - - -
	6,160,000 - - 6,160,000

At the date of this report, there were no unissued ordinary shares of the Company.

6.3.4 Share options

No options were granted during or since the end of the financial year.

6.3.5 Analysis of bonuses included in remuneration

There were no short term cash bonuses paid during the reporting period.

6.3.6 Options over equity instruments granted as compensation

There were no options over ordinary shares in the Company granted as compensation to key management personnel during the reporting period. No options were granted since the end of the financial year.

Titanium Sands Limited (formerly Windimurra Vanadium Limited) Directors’ report (continued)

For the year ended 30 June 2017

7. Voting and comments made at the Company’s 2016 Annual General Meeting

The Company received more than 98.50% of votes, of those shareholders who exercised their right to vote, in favour of the remuneration report for the 2016 financial year. The Company did not receive any specific feedback at the AGM or throughout the year on its remuneration practices.

This is the end of the Audited Remuneration Report.

8. Dividends

No dividends have been paid or declared by the Company to members during the 2017 or 2016 financial years.

9. Going Concern

For the year ended 30 June 2017 the company recorded a loss of $518,476 (2016: $1,025,993) and experienced net cash outflows from operating and investing activities of $96,305 (2016: $236,230). At 30 June 2017, the company had total current liabilities of $894,496 (2016: $377,859) and cash of $3,948 (2016: $8,253).

The ability of the company to continue as a going concern is dependent upon the future successful raising of necessary funding through debt or equity and the continued support of its creditors and shareholders.

These conditions indicate a material uncertainty that may cast a significant doubt about the company’s ability to continue as a going concern and, therefore, that it may be unable to realise its assets and discharge its liabilities in the normal course of business.

The Directors believe that the Company will continue as a going concern and be able to pay its debts as and when they fall due.

The financial statements have been prepared on the basis that the company is a going concern, which contemplates the continuity of normal business activity, realisation of assets and settlement of liabilities in the normal course of business for the following reasons:

The Company successfully raised $300,000 by way of a sophisticated investor placement in July 2017.
The Company believe they can raise additional funding through debt or equity which is actively being pursued
The majority of creditors have provided confirmation that they will extend payment terms until such time as the Company has the ability to pay.
Remaining creditors are in discussion for repayment extensions and expected to be settled upon funding through a debt or equity event.
The Company is also currently discussing with the Company’s corporate advisors and largest shareholder in relation to raising additional funding

Should the company not be able to continue as a going concern, it may be required to realise its assets and discharge its liabilities other than in the ordinary course of business, and at amounts that differ from those stated in the financial statements and that the financial report does not include any adjustments relating to the recoverability and classification of recorded asset amounts or liabilities that might be necessary should the company not continue as a going concern.

10. Future developments

The Company is proceeding with its acquisition of Srinel and is working towards finalising its notice of meeting to obtain the required shareholder approvals to complete the acquisition. The Company has been advised by ASX that it is required to recomply with Chapters 1 and 2 of the Listing Rules as if it were applying for admission to the Official List of the ASX.

12. Environment issues

The Company’s operations are not subject to significant environmental regulations under the law of the Commonwealth or of a State, or Territory.

Titanium Sands Limited (formerly Windimurra Vanadium Limited) Directors’ report (continued)

For the year ended 30 June 2017

13. Indemnification and insurance of officers and auditors

Indemnification

The Company has agreed subject to and so far as may be permitted by the Corporations Act 2001 to indemnify each current director and officer at the date of the report against all liabilities that may arise from their position as directors and officers of the Company. The agreement stipulates that the Company will meet the full amount of any such liabilities, including costs and expenses. No indemnification has been paid with respect to the Company’s auditors.

14. Corporate governance

The Company continued to follow best practice recommendations as set out by 3rd edition of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations. Where the Company has not followed best practice for any recommendation, explanation is given in the Corporate Governance Statement which is available on the Company’s website at http://titaniumsands.com.au/corporate-governance/.

15. Non-audit services

Details of the amounts paid to the auditor of the Company, BDO, and its related practices for audit services provided during the year are set out in note 24.

The Board of Directors is satisfied that the provision of non-audit services complies with the independence for auditors imposed under the Corporations Act 2001.

16. Lead auditor’s independence declaration

The Lead auditor’s independence declaration is set out on 38 forms part of the directors’ report for financial year ended 30 June 2017.

This report is made with a resolution of the directors:

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James Searle Director Dated at Perth this 29[th] day of September 2017

Titanium Sands Limited (former Windimurra Vanadium Limited) Statement of Profit or Loss and Other Comprehensive Income For the year ended 30 June 2017

Note Administrative expenses 7 Exploration, evaluation and geological consultancy fees 9 Director fees 20 Impairment expense 12 Other expenses 6 Loss before financing expenses Financial income 8 Financial expenses 8 Net financing income Loss before tax Income tax expense 11 Loss for the year after income tax Other comprehensive income Total comprehensive loss for the year Loss per share for the year attributable to the members of TSL Basic and diluted loss per share (cents) 16	2017 $ 2016 $ (331,565) (305,153) (16,625) (141,812) (168,000) (174,800) - (300,000) - (103,806)
	(516,190) (1,025,571)
	- 323 (2,286) (745)
	(2,286) (422)

	(518,476) (1,025,993)
	- -
	(518,476) (1,025,993)
	- -
	(518,476) (1,025,993)

	(0.10) (0.20)

The above Statement of Profit or Loss and Other Comprehensive Income is to be read in conjunction with the notes to the financial statements.

Titanium Sands Limited (formerly Windimurra Vanadium Limited) Statement of Financial Position As at 30 June 2017

Note Current assets Cash and cash equivalents 13 Trade and other receivables 14 Total current assets Non-current assets Investment in Srinel Projects 6 Loan receivable 10 Total non-current assets Total assets Current liabilities Trade and other payables 15 Borrowings 15 Total current liabilities Total liabilities Net assets/(liabilities) Equity Issued capital 17 Accumulated losses Total equity	2017 $ 2016 $ 3,948 8,253 28,595 26,129
	32,543 34,382
	599,149 599,149 65,000 65,000
	664,149 664,149

	696,692 698,531
	(798,649) (377,859) (95,847) -
	(894,496) (377,859)
	(894,496) (377,859)

	(197,804) 320,672
	3,259,868 3,259,868 (3,457,672) (2,939,196)
	(197,804) 320,672

The above Statement of Financial Position is to be read in conjunction with the notes to the financial statements.

Titanium Sands Limited (formerly Windimurra Vanadium Limited) Statement of Changes in Equity For the year ended 30 June 2017

Balance at 1 July 2015 Total other Comprehensive loss Transactions with owners: Shares issued (net of share issue cost) Balance at 30 June 2016 Balance at 1 July 2016 Total other Comprehensive loss Transactions with owners: Balance at 30 June 2017		Share Capital $ Accumulated Losses $ 3,079,868 (1,913,203) - (1,025,993) 180,000 -	Total Equity $ 1,166,665 (1,025,993) 180,000
		3,259,868 (2,939,196)	320,672

		3,259,868 (2,939,196)	320,672
		- (518,476)	(518,476)

		3,259,868 (3,457,672)	(197,804)

The above Statement of Changes in Equity is to be read in conjunction with the notes to the financial statements.

Titanium Sands Limited (formerly Windimurra Vanadium Limited) Statement of Cash Flows For the year ended 30 June 2017

Note Cash flows from operating activities Cash paid to suppliers and administrators Interest received Interest paid Exploration and evaluation outflows Net cash used in operating activities 19 Cash flows from investing activities Payment for other assets Net cash used in investing activities Cash flows from financing activities Proceeds from shares issued Loan from other entities Net cash from financing activities Net increase in cash and cash equivalents Opening cash and cash equivalents at 1 July Closing cash and cash equivalents 13	2017 $ 2016 $ (94,129) (125,045) - 2,238 (2,176) (745) - (62,678)
	(96,305) (186,230)
	- (50,000)
	- (50,000)
	- 180,000 92,000 -
	92,000 180,000
	(4,305) (56,230) 8,253 64,483
	3,948 8,253

The above Statement of Cash Flows is to be read in conjunction with the notes to the financial statements.

Titanium Sands Limited (formerly Windimurra Vanadium Limited) Notes to the financial statements For the year ended 30 June 2017

1. Reporting entity

This annual financial report includes the financial statements and notes of Titanium Sands Limited (formerly Windimurra Vanadium Limited (“the Company”). The Company is a for-profit entity primarily involved in exploration of mineral reserves and is domiciled in Australia. Its registered address is Level 24, 44 St George’s Terrace, Perth, Western Australia.

2. Basis of preparation

(a) Statement of compliance

The annual financial report is a general purpose financial report which has been prepared in accordance with Australian Accounting Standards (‘AASBs’) (including Australian Interpretations) adopted by the Australian Accounting Standards Board (‘AASB’) and the Corporations Act 2001. The annual financial report complies with International financial Reporting Standards as adopted by the International Accounting Standards Board. The annual financial report was authorised for issue by the directors on 29 September 2017.

(b) Basis of measurement

The annual financial report has been prepared on the historical cost basis. The methods used to measure fair values are discussed further in note 4.

(c) Functional and presentation currency

These financial statements are presented in Australian dollars, which is the Company’s functional currency.

(d) Going concern

The Directors believe that the Company will continue as a going concern and be able to pay its debts as and when they fall due.

The Company successfully raised $300,000 by way of a sophisticated investor placement in July 2017.
The Company believe they can raise additional funding through debt or equity which is actively being pursued
The majority of creditors have provided confirmation that they will extend payment terms until such time as the company has the ability to pay.
Remaining creditors are in discussion for repayment extensions and expected to be settled upon funding through a debt or equity event.
The Company is also currently discussing with the Company’s corporate advisors and largest shareholder in relation to raising additional funding

Titanium Sands Limited (formerly Windimurra Vanadium Limited) Notes to the financial statements (continued)

For the year ended 30 June 2017

3. Significant accounting policies

The accounting policies of the Company are consistent with prior period. New standards applicable from 1 July 2016 have had no material effect on the Company.

(a) Financial instruments

Non-derivative financial instruments

Non-derivative financial instruments comprise, trade and other receivables, cash and cash equivalents, loans and borrowings, and trade and other payables. Non-derivative financial instruments are recognised initially at fair value plus, for instruments not at fair value through profit or loss, any directly attributable transaction costs. Subsequent to initial recognition non-derivative financial instruments are measured as described below.

A financial instrument is recognised if the Company becomes a party to the contractual provisions of the instrument. Financial assets are derecognised if the Company’s contractual rights to the cash flows from the financial assets expire. Regular way purchases and sales of financial assets are accounted for at trade date, i.e., the date that the Company commits itself to purchase or sell the asset. Financial liabilities are derecognised if the Company’s obligations specified in the contract expire or are discharged or cancelled. Cash and cash equivalents comprise cash balances and call deposits. Accounting for finance income and expense is discussed in note 3(f).

Other non-derivative financial instruments are measured at amortised cost using the effective interest method, less any impairment losses

Share capital

Ordinary shares

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and share options are recognised as a deduction from equity, net of any tax effects.

Dividends

Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the discretion of the Company, on or before the end of the financial year but not distributed at reporting date.

(b) Operating lease payments

Payments made under operating leases are recognised in the income statement on a straight-line basis over the term of the lease. Lease incentives received are recognised in the income statement as an integral part of the total lease expense and spread over the lease term.

(c) Exploration and evaluation assets

Exploration and evaluation costs, comprising net direct costs (including the costs of acquiring licences) and an appropriate portion of related overhead expenditure directly attributable to the exploration property, relating to current areas of interest are capitalised as exploration and evaluation assets on an area of interest basis. Costs incurred before the Company has obtained the legal rights to explore an area are recognised in Statement of Profit or Loss and comprehensive income.

Exploration and evaluation assets are only recognised if the rights of the area of interest are current and either:

(i) the exploration and evaluation costs are expected to be recouped through successful development and exploitation of the area of interest; or
(ii) activities in the area of interest have not at the reporting date, reached a stage which permits a reasonable assessment of the existence or other wise of economically recoverable reserves and active and significant operations in, or in relation to, the area of interest are continuing.

Titanium Sands Limited (formerly Windimurra Vanadium Limited) Notes to the financial statements (continued) For the year ended 30 June 2017

3. Significant accounting policies (continued) (c) Exploration and evaluation assets (continued)

Exploration and evaluation assets are assessed for impairment if one or more of the following facts and circumstances arise:

(i) the period for which the entity has the right to explore in the specific area has expired during the period or will expire in the near future, and is not expected to be renewed;
(ii) substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned;
(iii) exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities in the specific area; and
(iv) sufficient data exist to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale.

In any such case, or similar cases, the entity shall perform an impairment test in accordance with AASB 136. Any impairment loss is recognised as an expense in accordance with AASB 136.

For the purposes of impairment testing, exploration and evaluation assets are allocated to cash-generating units to which the exploration activity relates. The cash generating unit shall not be larger than the area of interest. Once the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are demonstrable, exploration and evaluation assets attributable to that area of interest are first tested for impairment and then reclassified from intangible assets to mining property and development assets.

In the event that an area of interest is abandoned, accumulated costs carried forward are written off to the income statement in the year in which that assessment is made. Expenditure is not carried forward in respect of any area of interest, unless the Company’s right of tenure to that area of interest is current.

(d) Impairment

Financial assets

A financial asset is assessed at each reporting date to determine whether there is any objective evidence that it is impaired. A financial asset is considered to be impaired if objective evidence indicates that one or more events have had a negative effect on the estimated future cash flows of that asset.

An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount, and the present value of the estimated future cash flows discounted at the original effective interest rate.

Financial assets are tested for impairment on an individual basis.

All impairment losses are recognised in profit or loss.

An impairment loss is reversed if the reversal can be related objectively to an event occurring after the impairment loss was recognised. For financial assets measured at amortised cost the reversal is recognised in profit or loss.

Non-financial assets

The carrying amounts of the Company’s non-financial assets, other than inventories and deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists then the asset’s recoverable amount is estimated.

An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. A cash-generating unit is the smallest identifiable asset group that generates cash flows that are largely independent from other assets and groups. Impairment losses are recognised in profit or loss.

Titanium Sands Limited (formerly Windimurra Vanadium Limited) Notes to the financial statements (continued) For the year ended 30 June 2017

3. Significant accounting policies (continued)

(d) Impairment (continued)

The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

(e)

Provisions

A provision is recognised in the statement of financial position when the Company has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.

(f) Finance income and expenses

Finance income comprises interest income on funds invested, gains on the disposal of available-for-sale financial assets, changes in the fair value of financial assets at fair value through profit or loss and foreign currency gains that are recognised in profit or loss. Interest income is recognised as it accrues, using the effective interest method.

Finance expenses comprise interest expense on borrowings, unwinding of the discount on provisions, foreign currency losses, changes in the fair value of financial assets at fair value through profit or loss and impairment losses recognised on financial assets, that are recognised in profit or loss. All borrowing costs are recognised in profit or loss using the effective interest method.

Foreign currency gains and losses are reported on a net basis.

(g) Income tax

Income tax on the Statement of Profit or Loss and Other Comprehensive Income for the year comprises current and deferred tax. Income tax is recognised in the statement of comprehensive income except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.

Deferred tax is provided using the Statement of Financial Position liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: initial recognition of goodwill, the initial recognition of assets or liabilities that affect neither accounting nor taxable profit, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

Titanium Sands Limited (formerly Windimurra Vanadium Limited) Notes to the financial statements (continued) For the year ended 30 June 2017

3. Significant accounting policies (continued)

(h) Segment reporting

A segment is a distinguishable component of the Company that is engaged either in providing products or services (business segment), or in providing products or services within a particular economic environment (geographical segment), which is subject to risks and rewards that are different from those of other segments.

(i)

Goods and services tax

Revenue, expenses and assets are recognised net of the amount of goods and services tax (GST), except where the amount of GST incurred is not recoverable from the taxation authority. In these circumstances, the GST is recognised as part of the cost of acquisition of the asset or as part of the expense. Receivables and payables are stated with the amount of GST included. The net amount of GST recoverable from, or payable to, the ATO is included as a current asset or liability in the statement of financial position.

Cash flows are included in the statement of cash flows on a gross basis. The GST components of cash flows arising from investing and financing activities which are recoverable from, or payable to, the ATO are classified as operating cash flows.

(j) New standards and interpretations not yet adopted

There has been no new and amended accounting standards adopted by the Company for the first time for the financial year beginning 1 July 2016 or any prior periods.

AASB 2014-10 - Amendments to Australian Accounting Standards – Sale or Contribution of Assets between an Investor and its Associate or Joint Venture

This amending standard requires a full gain or loss to be recognised when a transaction involves a business (even if the business is not housed in a subsidiary), and a partial gain or loss to be recognised when a transaction involves assets that do not constitute a business (even if those assets are housed in a subsidiary).

Application date - Financial years beginning on or after 1 January 2018

Expected Impact - No expected impact

AASB 2016-1 - Amendments to Australian Accounting Standards – Recognition of Deferred Tax Assets for Unrealised Tax Losses

Clarifies four issues with respect to recognising deferred tax assets (DTAs) for unrealised tax losses:

If all other recognition criteria are met, DTAs must be recognised for the deductible temporary difference between the fair value and tax base on fixed rate debt instruments that are not deemed to be impaired.
Deductible temporary differences must be compared to taxable profits of the same type (e.g. capital or revenue profits) to determine whether there are sufficient taxable profits against which the deductible temporary differences can be utilised.

When comparing deductible temporary differences against the amount of future taxable profits, the calculation of future taxable profits must exclude tax deductions resulting from the reversal of those deductible temporary differences.

AASB 2016-1 - Amendments to Australian Accounting Standards – Recognition of Deferred Tax Assets for Unrealised Tax Losses (continued)

The estimate of future taxable profits can include recovery of certain assets at amounts more than their carrying amount if there is enough evidence that it is probable that the entity will recover the asset for more than its carrying amount. Examples would include:
Property measured using cost model for which an external valuation has been conducted
o Fixed rate debt instruments held to maturity.

Application date - Financial years beginning on or after 1 January 2017 Expected Impact - No expected impact

Titanium Sands Limited (formerly Windimurra Vanadium Limited) Notes to the financial statements (continued)

For the year ended 30 June 2017

(j) New standards and interpretations not yet adopted (continued)

AASB 2016-3 - Amendments to Australian Accounting Standards – Clarifications to AASB 15

Clarifies AASB 15 application issues relating to:

Identifying performance obligations
Principal vs. agent considerations
Licensing
Practical expedients

Application date - Financial years beginning on or after 1 January 2018

Expected Impact - No expected impact

AASB 2016-3 - Amendments to Australian Accounting Standards – Clarifications to AASB 15

Clarifies AASB 15 application issues relating to:

Identifying performance obligations
Principal vs. agent considerations
Licensing
Practical expedients

Application date - Financial years beginning on or after 1 January 2018

Expected Impact - No expected impact

AASB 2016-5 - Amendments to Australian Accounting Standards – Classification and Measurement of Share-based This Standard amends AASB 2 Share-based Payment to address:

The accounting for the effects of vesting and non-vesting conditions on the measurement of cash-settled share-based payments;
The classification of share-based payment transactions with a net settlement feature for withholding tax obligations; and
The accounting for a modification to the terms and conditions of a share-based payment that changes the classification of the transaction from cash-settled to equity-settled.

Application date - Financial years beginning on or after 1 January 2018

Expected Impact - No expected impact

AASB 9 - Financial Instruments

AASB 9 (December 2014) is a new standard which Replaces AASB 139. This new version supersedes AASB issued in December 2009 (as amended) and AASB 9 (issued in December 2010) and includes a model for classification and measurement, a single, forward-looking ‘expected loss’ impairment model and a substantially reformed approach to hedge accounting.

AASB 9 is effective for annual periods beginning on or after 1 January 2018. However, the Standard is available for early adoption. The own credit changes can be early adopted in isolation without otherwise changing the accounting for financial instruments.

Application date - Financial years beginning on or after 1 January 2018 Expected Impact - No expected impact

AASB 15 - Revenue from Contracts with Customers

This Standard establishes principles (including disclosure requirements) for reporting useful information about the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers.

Application date - Financial years beginning on or after 1 January 2018 Expected Impact - No expected impact

Titanium Sands Limited (formerly Windimurra Vanadium Limited) Notes to the financial statements (continued)

For the year ended 30 June 2017

(j) New standards and interpretations not yet adopted (continued)

AASB 16 – Leases

AASB 16 eliminates the operating and finance lease classifications for lessees currently accounted for under AASB 117 Leases. It instead requires an entity to bring most leases onto its Statement of Financial Position in a similar way to how existing finance leases are treated under AASB 117. An entity will be required to recognise a lease liability and a right of use asset in its Statement of Financial Position for most leases.

There are some optional exemptions for leases with a period of 12 months or less and for low value leases.

Lessor accounting remains largely unchanged from AASB 117.

Application date - Financial years beginning on or after 1 January 2019 Expected Impact - No expected impact

IFRS 2 (Amendments) - Classification and Measurement of Share-based Payment Transactions Amendments to IFRS 2

This standard amends to IFRS 2 Share-based Payment, clarifying how to account for certain types of share-based payment transactions. The amendments provide requirements on the accounting for:

The effects of vesting and non-vesting conditions on the measurement of cash settled share-based payments
Share-based payment transactions with a net settlement feature for withholding tax obligations

A modification to the terms and conditions of a share-based payment that changes the classification of the transaction from cash-settled to equity-settled

Application date - Financial years beginning on or after 1 January 2018 Expected Impact - No expected impact

(k) Comparative Figures

When received by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year.

4. Critical accounting estimates and judgement

- Recoverability of Cuprum Loan

The Directors have made an assessment of the recoverability of the loan and believe it to be recoverable on the basis that the Srinel Acquisition will proceed in the near future. Further consideration is also taken into account to determine whether there is objective evidence that the amount is impaired by assessing the underlying assets held by Srinel being the Mannar Island tenements. Based on the progress of the project and the positive commodity prices of Mineral Sands, the Directors are of the opinion that the loan receivable is recoverable at balance date. In the event the acquisition does not proceed and the loan becomes repayable, the Company would seek repayment of the loan in accordance with the Loan Agreement. In the event that the loan becomes payable, the Company has the right in its absolute discretion to require Cuprum to grant security in favour of TSL (see further details of the loan under note 10).

- Recoverability of Other Asset- Srinel Option

The Srinel Option is carried at cost of $599,149 as at 30 June 2017. Srinel option relates to consideration paid to purchase 100% shares in Srinel (see details in note 6). On completion of the acquisition the purchase will be accounted for as an asset acquisition whereby the company is essentially acquiring the Exploration asset being the Mannar Island tenements. Management has made an assessment of the recoverability of the Srinel option which is based on the progress and completion of the acquisition of Srinel Holdings Limited. The Directors expect to complete the acquisition in the next 12 months. Other factors are also considered to determine whether there are other objective evidence to suggest that the Manner Island tenements are impaired. Given the progress of the Mannar Island project to date and the positive commodity prices of Mineral Sands, the Directors are of the opinion that the Srinel Option is recoverable at balance date.

Titanium Sands Limited (formerly Windimurra Vanadium Limited) Notes to the financial statements (continued)

For the year ended 30 June 2017

5. Financial risk management Overview

The Company has exposure to the following risks from their use of financial instruments:

credit risk
liquidity risk
market risk.

This note presents information about the Company’s exposure to each of the above risks, its objectives, policies and processes for measuring and managing risk, and the management of capital. Further quantitative disclosures are included throughout this annual financial report. The Board of Directors has overall responsibility for the establishment and oversight of the risk management framework.

Risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities. The Company aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.

Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s receivables from customers as cash and cash equivalent.

Cash and cash equivalents

The Company holds cash and cash equivalents with reputable Australian banks.

Trade and other receivables

The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

The Company continually monitors its cash flow requirements. Typically the Company ensures that it has sufficient cash on demand to meet expected operational expenses for a period of 90 days, including the servicing of financial obligations; this excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters.

Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates, affect the Company’s financial performance or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

Interest rate risk

Interest rate risk arises as a result of the fluctuations in variable interest rates.

Capital management

Capital is defined as the share capital of the Company. The Board ’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. The Company is not subject to externally imposed capital requirements.

Titanium Sands Limited (formerly Windimurra Vanadium Limited) Notes to the financial statements (continued)

For the year ended 30 June 2017

6. Investment in Srinel Projects

s to the financial statements (continued) year ended 30 June 2017 Investment in Srinel Projects
Non Current Assets Opening balance Net Movements Investment in Srinel Projects balance	2017 $ 2016 $ 599,149 652,955 - (53,806)
	599,149 599,149

As announced to ASX on 29 December 2014, the Company exercised its option to acquire 100% of the issued share capital of Srinel Holdings Limited (Srinel) from Cuprum Holdings Limited (Seller) in accordance with an option agreement dated 19 March 2014, that was subsequently amended on 29 January 2016 and 18 February 2016 which had the effect of expanding the area of the Sri Lankan Project and adjusting the purchase price (Agreement).

The Agreement has subsequently been further amended by a Deed of Amendment ( Deed ). In connection with completion of the Agreement (as amended), the Company will:

consolidate its securities on a 1 for 3 basis ( Consolidation
issue to the Seller:
58,095,239 shares;
66,666,667 Class A Performance Shares;
33,333,333 Class B Performance Shares; and
133,333,333 Class C Performance Shares;
pay to the Seller a 5% royalty on the amount received by the Company from the sale of mineral product extracted from mining activities on the Sri Lankan Project, net of all transport and sales costs;
make a cash payment of $450,000 to the Seller in reimbursement of expenditure in accordance with Listing Rule 1.1 (Condition 11(a)) or, to the extent that the Company is not permitted to pay the full amount of $450,000 in cash to the Seller, shares in lieu of cash valued at $0.02 each;
raise up to $6,000,000 by issuing up to 300,000,000 shares at an issue price of $0.02 each under a prospectus, with a minimum subscription of $5,000,000 (Public Offer);
issue:
20,000,000 shares to Trident Capital in consideration of services provided to the Company in connection with the Proposed Transaction; and
30,000,000 Options to the directors to remunerate and incentivise their performance; and
re-comply with Chapters 1 and 2 of the Listing Rules and re-commence trading on the ASX.

Completion of the Agreement is subject to Shareholders approving the resolutions; obtaining any necessary regulatory approvals; no material adverse change having occurred in relation to Srinel; and no default by the Seller under the Agreement.

Titanium Sands Limited (formerly Windimurra Vanadium Limited) Notes to the financial statements (continued)

For the year ended 30 June 2017 6. Investment in Srinel Projects (continued)

Each Performance Share will convert into a Share in the event that the relevant performance milestone ( Milestone ) is satisfied within 5 years of the Performance Shares being issued:

	Performance Share	Milestone	Milestone
	Class A	In respect of the Sri Lankan Project, the Company achieving either:
		(a)	a total Mineral Resource of 20 million tonnes of heavy mineral
			content of not less than 5% discovered (or equivalent tonnage to
			heavy mineral content discovered ratio. For example, 10 million
			tonnes of heavy mineral content of not less than 10%
			discovered); or
		(b)	any metal equivalent (as that term is used in paragraph 50 of
			the JORC Code) Mineral Resource (including silver, copper,
			lead, zinc, nickel, cobalt, platinum, palladium, iron, graphite,
			lithium, tin, tantalum, niobium and tungsten) independently
			valued by a qualified technical person as equivalent to the
			Mineral Resource in paragraph (a) of this definition.
	Class B	The Company obtaining a grant of one or more mining licences in
		respect of all or part of the land the subject of the Sri Lankan Project.
	Class C	(c)	The Company commencing commercial scale heavy mineral
			sand concentrate production or treatment of 250,000 tonnes of
			heavy mineral content of not less than 5% discovered in respect
			of any part of the Sri Lankan Project; or
		(d)	The Company achieving a Mineral Resource of 70 million
			tonnes of heavy mineral content of not less than 5% discovered
			(or equivalent tonnage to heavy mineral content discovered
			ratio. For example, 35 million tonnes of heavy mineral content
			of not less than 10% discovered).
			2017 2016
			$ $
	Opening balance		599,149 652,955
	Change in value		- -
	Additional option fee		- 50,000
	Write-down to cost		- (103,806)
	Closing balance		599,149 599,149
7.	Administrative expenses
			2017 2016
			$ $
	Legal expenses		60,326 46,752
	Accounting and audit expenses		67,030 48,958
	Other administrative expenses		204,209 209,443
			331,565 305,153

Titanium Sands Limited (formerly Windimurra Vanadium Limited) Notes to the financial statements (continued) For the year ended 30 June 2017 8. Finance income and expense

Interest received from external parties Total finance income Bank fees Loss on foreign exchange Change in value of other assets Total finance income/(expenses) Net finance income/(expenses) Exploration, evaluation and geological consultancy fees Geological consultancy expenses Mining lease costs Other exploration and evaluation expenses Loan Receivable Loan receivable	2017 $ 2016 $ - 2,238
	- 2,238
	(242) (745) (2,044) (1,915) - 300,887
	(2,286) (2,660)
	(2,286) (422)
	2017 $ 2016 $ 16,500 55,020 - 31,519 125 55,273
	16,625 141,812
	2017 $ 2016 $ 65,000 65,000
	65,000 65,000

9. Exploration, evaluation and geological consultancy fees

10. Loan Receivable

In September 2014, the Company entered into a loan agreement with Cuprum Holdings Limited (“Cuprum”) and advanced $65,000 to Cuprum. The Loan will become immediately repayable if the Transaction does not proceed for any reason other than the Option Deed being terminated as a result of a breach by the Company. The Loan is interest free. In the event the Loan becomes repayable, the Company may in its absolute discretion require Cuprum to grant Security in favour of the Company.

11. Tax

Tax
a. The components of tax expense comprise: Current tax Deferred tax b. the prima facie tax on profit before income tax is reconciled to the income tax as follows Loss before income tax Prima facie tax payable on loss before income tax at 30% (2016: 30%) Tax effect of amounts which are not deductible/(taxable) in calculating taxation income: -Non assessable, non-exempt income, non-deductible --40-880 Under/over provision Net deferred tax asset arising from carried forward losses not recognised Income tax expense	2017 $ 2016 $ - - - -
	- -
	(518,475) (1,025,993)
	(155,543) (307,798) 43,796 144,812 - (30,550) -
	(142,297) 142,297 (163,316) 163,316
	- -

Titanium Sands Limited (formerly Windimurra Vanadium Limited) Notes to the financial statements (continued)

For the year ended 30 June 2017

11. Tax (continued)

The company has unrecognised tax losses for the year ended 30 June 2016 of $1,210,223 (2016: $735,900) to which a deferred tax asset has not been recognized as there is no certainty of probable future taxable income to which they can be utilised.

12. Exploration and evaluation assets

Current Opening balance Impairment Closing balance	2017 $ 2016 $ - 300,000 - (300,000)
	- -

On 1 September 2016, the Company announced that the Board had resolved to surrender the tenement M58/272. Management also assessed impairment in accordance with AASB 136. The asset item had been fully impaired as at 30 June 2016.

13. Cash and cash equivalents

Current Bank balances Trade and other receivables Current Prepayment GST receivable		2017 $ 2016 $ 3,948 8,253
		3,948 8,253
		2017 $ 2016 $ 13,759 8,772 14,836 17,357




		28,595 26,129

14. Trade and other receivables

There have been no trade receivables during the financial year ended 30 June 2017.

15. Trade and other payables

Current Trade payables Accrued expenses Borrowings1	2017 $ 2016 $ 596,500 277,559 202,149 100,300 95,847 -
	894,496 377,859

1 Two loan advances - $22,000 and $20,000 were made to the Company by IML Holdings Pty Ltd. The loan agreements were entered into in August and October 2016. Both loans are repayable by 31 December 2017 and are subject to interest of 7% per annum. Interest will accrue monthly and be payable quarterly in arrears. A loan advance of $25,000 was made to the Company by Aegean Capital Pty Ltd. The loan agreement was entered into in November 2016 and is repayable by 31 December 2017. The loan is subject to interest of 7% per annum. Interest will accrue monthly and be payable quarterly in arrears. A total interest amount of $3,847 was accrued as at 30 June 2017. If an event of default occurs, IML Holdings Pty Ltd and Aegean capital Pty Ltd become immediately entitled to secure the principal and interest by the registration of a first ranking charge over the assets of the Company.

Please refer to Note 20 for Related Party payables

Titanium Sands Limited (formerly Windimurra Vanadium Limited) Notes to the financial statements (continued)

For the year ended 30 June 2017 16. Loss per share

Basic and diluted loss per share

The calculation of basic loss per share at 30 June 2017 was based on the loss attributable to ordinary shareholders of $518,476 (2016: $1,025,993) and a weighted average number of ordinary shares outstanding during the financial year ended 30 June 2017 of 474,893,665 (2016: 464,495,527).

Weighted average number of ordinary shares

Weighted average number of ordinary share at 30 June

	2017 2016
	474,893,655 464,495,527

17. Capital and reserves Share capital *Fully Paid Ordinary Shares* On issue at 1 July 2015 Placement shares issued1 Share issue costs On issue at 30 June 2016 On issue at 1 July 2016 No movements during the year On issue at 30 June 2017	Number $ 449,179,366 3,079,868 25,714,289 180,000 - -
	474,893,655 3,259,868
	474,893,655 3,259,868 - -
	474,893,655 3,259,868

1 On 11 February 2016, the Company issued 25,714,289 shares under a Placement raising at $0.007 per share.

18. Financial instruments

The totals for each category of financial instruments, measured in accordance with AASB 139 as detailed in the accounting policies to the financial statements, are as follows:

Financial assets Cash and cash equivalents Loan receivable Total financial assets Financial liabilities Trade and other payables Borrowings Total financial liabilities Total net financial (liabilities) Credit risk Exposure to credit risk	2017 2016 $ $ 3,948 8,253 65,000 65,000
	68,948 73,253
	798,649 377,859 95,847 -
	894,496 377,859

	(825,548) (304,606)

The carrying amount of the Company’s financial assets represents the maximum credit exposure. The Company’s maximum exposure to credit risk at the reporting date was:

Cash and cash equivalents	Carrying amount 2017 2016 3,948 8,253
	3,948 8,253

The Company does not currently earn revenue from operating assets, thus there is currently no credit risk on trade receivables at the reporting date by geographic region, customer type or by significant customer.

Impairment losses

The Company does not have any receivables that are past due, nor is there a requirement to make any allowances for impairment in respect of other receivables.

Titanium Sands Limited (formerly Windimurra Vanadium Limited) Notes to the financial statements (continued) For the year ended 30 June 2017

18. Financial instruments (continued) Liquidity risk

The following are the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting agreements:

Company 30 June 2017 Trade and other payables Borrowings Company 30 June 2016 Trade and other payables	Carrying amount Contractual cash flows 1-12 mths 1-2 years 2-5 years $ $ $ $ $	More than 5 years $
	798,649 798,649 798,649 - -	-
	95,847 95,847 95,847
	377,859 377,859 377,859 - -	-

Currency risk

Exposure to currency risk

During the year ended 30 June 2017 and 30 June 2016, the Company was exposed to currency risk to the extent that there is a mismatch between the currencies in which purchase are denominated and the respective functional currency of the Company. Generally, purchases are denominated in the currency that matches the cash flows generated by the underlying operations of the Company; being Australian dollars.

Interest rate risk

The Company’s exposure to interest rate risk and the effective interest rate for classes of financial assets and financial liabilities is set out below:

Financial assets *-Within one year* Cash and cash equivalents Total financial assets Effective interest rate Financial liabilities *-Within one year* Borrowings Effective interest rate Total financial liabilities	Floating interest rate $ Fixed interest rate $ 2017 total $ Floating interest rate $ Fixed interest rate $	2016 total $
	3,948 - 3,948 8,253 -	8,253
	3,948 - 3,948 8,253 -	8,253
	1.00% - - 0.95% - - 95,847 95,847 - - - 7.00% - - -	- - -
	- 95,847 95,847 - -	-

The Company is exposed to interest rate risk as the Company hold funds on deposit at floating interest rates.

The sensitivity analyses below have been determined based on the exposure to interest rates for non-derivative instruments at the reporting date and the stipulated change taking place at the beginning of the financial year and held constant throughout the reporting period. A 50 basis point increase or decrease is used when reporting interest rate risk internally to Directors and represents management’s assessment of the possible change in interest rates.

At reporting date, if interest rates had been 50 basis points higher or lower and all other variables were held constant, the Company’s net revenue would increase by $20 and decrease by $20 respectively (2016: $41).

Titanium Sands Limited (formerly Windimurra Vanadium Limited) Notes to the financial statements (continued) For the year ended 30 June 2017 19. Reconciliation of cash flows from operating activities

Cash flows from operating activities Loss for the period Impairment Change in value of option (Increase) in trade and other receivables Increase/(Decrease) in trade and other payables Net cash from operating activities 20. Related Party Transactions Key management personnel compensation The key management personnel compensation are as follows: Short-term employee benefits	2017 $ 2016 $ (518,476) (1,025,993)
	- 300,000 - 103,806 (4,988) (2,112) 427,159 438,069
	(96,305) (186,230)
	2017 $ 2016 $ 168,000 174,800
	168,000 174,800

Consultancy services:

There were no other transactions with Directors and key management personnel in the current financial year.

21. Segment Reporting

The Company operates in one reportable segment, being mineral exploration in Sri Lanka. The Board of Directors review internal management reports on a regular basis that is consistent with the information provided in the statement of profit or loss and other comprehensive income, statement of financial position and statement of cash flows. As a result no reconciliation is required because the information as presented is what is used by the Board to make strategic decisions.

The tenement relating to mineral exploration in Australia was surrendered at the start of the year with all assets relating to this geographic segment written off in the prior year.

Titanium Sands Limited (formerly Windimurra Vanadium Limited) Notes to the financial statements (continued)

For the year ended 30 June 2017

22. Subsequent Events

Subsequent to year end and as announced on 17 July 2017, the Company raised $300,000 by way of a sophisticated investor placement of 42,857,142 Shares at $0.007 per share. One free attaching Option (exercisable at $0.007; expiring 3 years from issue) will be issued for every one Share subscribed for, subject to shareholder approval. Funds raised will be used for general working capital.

Also subsequent to year end and as announced on 28 September 2017, the Company has further amended the Option Agreement with Cuprum Holdings Limited (refer to note 6 for further details).

Other than the events noted above, there are no other events subsequent to the reporting date.

23. Commitments and Contingencies

Office Accommodation Services

Beginning from 1 July 2017, the Company had entered into a service agreement with Trident Capital Pty Ltd of a period of 1 year.

Commitments no longer than 1 year Annual office accommodation services	2017 $ 2016 $ 24,000 24,000
	24,000 24,000

The Company has no contingent assets or liabilities at reporting date.

24. Auditors’ Remuneration

Auditors’ Remuneration
Audit and other non-audit services BDO Audit (WA): Audit and review of financial reports Taxation services BDO Advisory (WA): Advisory services BDO Corporate Finance (WA): Corporate finance services	2017 $ 2016 $ 29,314 32,915 - - 29,314 32,915
	1,570 - 1,570 -
	15,923 - 15,923 -

Titanium Sands Limited (formerly Windimurra Vanadium Limited) Directors’ Declaration

The directors of Titanium Sands Limited (“the Company”) declare that:

1) the financial statements and notes thereto are in accordance with the Corporations Act 2001, including:
a) giving a true and fair view of the financial position of the Company as at 30 June 2017 and of its performance, as represented by the results of its operations and cash flows, for the financial year ended on that date; and

b) comply with Accounting Standards in Australia, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and

2) whilst drawing attention to the disclosure as set out in Note 2, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.
3) The financial statements also comply with International Financial Reporting Standards as disclosed in Note 2.

This declaration has been made after receiving the declarations required to be made to the directors in accordance with section 295(a) of the Corporations Act 2001.

Dated at Perth this 29[th] day of September 2017

Signed in accordance with a resolution of the directors:

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James Searle Director

Tel: +61 8 6382 4600 38 Station Street Fax: +61 8 6382 4601 Subiaco, WA 6008 www.bdo.com.au PO Box 700 West Perth WA 6872 Australia

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INDEPENDENT AUDITOR'S REPORT

To the members of Titanium Sands Limited

Report on the Audit of the Financial Report

Opinion

We have audited the financial report of Titanium Sands Limited (the Company), which comprises the statement of financial position as at 30 June 2017, the statement of profit or loss and other comprehensive income, the statement of changes in equity and the statement of cash flows for the year then ended, and notes to the financial report, including a summary of significant accounting policies, and the directors’ declaration.

In our opinion the accompanying financial report of Titanium Sands Limited, is in accordance with the Corporations Act 2001 , including:

(i) Giving a true and fair view of the Company’s financial position as at 30 June 2017 and of its financial performance for the year ended on that date; and
(ii) Complying with Australian Accounting Standards and the Corporations Regulations 2001 .

Basis for opinion

We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the Financial Report section of our report. We are independent of the Company in accordance with the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

We confirm that the independence declaration required by the Corporations Act 2001 , which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material uncertainty related to going concern

We draw attention to Note 2(d) in the financial report which describes the events and/or conditions which give rise to the existence of a material uncertainty that may cast significant doubt about the entity’s ability to continue as a going concern and therefore the entity may be unable to realise its assets and discharge its liabilities in the normal course of business. Our opinion is not modified in respect of this matter.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation other than for the acts or omissions of financial services licensees

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In addition to the matter described in the Material uncertainty related to going concern section, we have determined the matters described below to be the key audit matters to be communicated in our report.

Carrying value of Srinel Project assets


*Key audit matter*	*How*	*the matter was addressed in our audit*

As disclosed in notes 6 and 10 of the financial report,	Our procedures included, but were not limited to the
the Company holds an investment in Srinel valued at	following:
$559,149 (2016: $559,149) and a loan receivable of $65,000 (2016: $65,000). The investment relates to the exercise of an option paid to purchase 100% of the	•	Reviewing the terms and conditions of the relevant agreements;
shares in Srinel Holdings Limited and the loan relates	•	Reviewing management’s assessment that
to an advance made to the vendor of Srinel Holdings		there were no objective indicators of
Limited and will form part of consideration on the		impairment for reasonableness;
completion of the acquisition.	•	Holding discussions with management as to
Refer to Note 3 and Note 4 of the financial report for a		the progress of the acquisition, and whether
description of the accounting policy and significant		this information is consistent with
estimates and judgements applied to these assets.		management’s impairment assessment
In accordance with Australian Accounting Standards,		position;
the fair value of the unlisted investment cannot be	•	Considering whether any other data exists
reliably measured and accordingly is recognised at		which would constitute indicators of
cost. At the end of each reporting period, management		impairment; and
are required to assess whether there is any objective	•	Assessing the adequacy of the related
evidence that these assets are impaired.		disclosures of the financial report.
Due to the quantum, of these assets and the
subjectivity involved in determining whether there is
any objective evidence of impairment on these assets,
we have determined that the carrying value of these
assets is a key audit matter.

Other information

The directors are responsible for the other information. The other information comprises the information in the Company’s annual report for the year ended 30 June 2017, but does not include the financial report and our auditor’s report thereon.

Our opinion on the financial report does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

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Responsibilities of the directors for the Financial Report

The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.

In preparing the financial report, the directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the Financial Report

Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.

A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website (http://www.auasb.gov.au/Home.aspx) at:

http://www.auasb.gov.au/auditors_responsibilities/ar2.pdf

This description forms part of our auditor’s report.

Report on the Remuneration Report

Opinion on the Remuneration Report

We have audited the Remuneration Report included in pages 9 to 12 of the directors’ report for the year ended 30 June 2017.

In our opinion, the Remuneration Report of Titanium Sands Limited, for the year ended 30 June 2017, complies with section 300A of the Corporations Act 2001 .

Responsibilities

The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001 . Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.

BDO Audit (WA) Pty Ltd

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Dean Just Director

Perth, 29 September 2017

Tel: +61 8 6382 4600 38 Station Street Fax: +61 8 6382 4601 Subiaco, WA 6008 www.bdo.com.au PO Box 700 West Perth WA 6872 Australia

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DECLARATION OF INDEPENDENCE BY DEAN JUST TO THE DIRECTORS OF TITANIUM SANDS LIMITED

As lead auditor of Titanium Sands Limited for the year ended 30 June 2017, I declare that, to the best of my knowledge and belief, there have been:

No contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
No contraventions of any applicable code of professional conduct in relation to the audit.

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Dean Just Director

BDO Audit (WA) Pty Ltd Perth, 29 September 2017

BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation, other than for the acts or omissions of financial services licensees.

Titanium Sands Limited (formerly Windimurra Vanadium Limited) ASX Additional Information

Additional information required by the Australian Securities Exchange Limited Listing Rules and not disclosed elsewhere in this report is set out below. The information was applicable as at 18 September 2017.

A. Distribution of Equity Securities

Analysis of numbers of security holders by size of holding:

Distribution 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 Over Total	Number of Shareholders Number of Shares %
	1,450 515,384 0.10 557 1,187,985 0.23 77 538,573 0.10 78 3,479,125 0.67 206 512,029,730 98.90
	2,368 517,750,797 100

There were 2,143 shareholders holding less than a marketable parcel of ordinary shares.

B. Substantial Shareholders

An extract of the Company’s Register of Substantial Shareholders (who hold 5% or more of the issued capital) is set out below:

Shareholder Name Heedful Pty Ltd King George V Nominees Ltd Mr Laurent Leyendecker Sunset Capital Management Pty Ltd	Listed Ordinary Shares
	Number Percentage 81,382,142 15.72 44,895,000 8.67 38,142,000 7.37 30,000,000 5.79

C. Twenty Largest Shareholders

The names of the twenty largest holders of quoted shares are listed below:

Shareholder Name 1. Heedful Pty Ltd 2. King George V Nominees Ltd 3. Mr Laurent Leyendecker 4. Sunset Capital Management Pty Ltd 5. Trident Capital Pty Ltd 6. Aegean Capital Pty Ltd 7. Agens Pty Ltd 8. Kingston Vale Pty Ltd 9. Mr Adam Sierakowski 10. IML Holdings Pty Ltd 11. Dr Nimal Martin Fernando 12. DOF Nominees Pty Ltd 13. Paul Bate 14. Citibank Nominees Pty Ltd 15. George Robinson 16. Block Capital Group Limited 17. Sharic Superannuation Pty Ltd 18. Kosher Holdings Pty Ltd 19. Ms Neni Budi Astutik 20. HSBC Custody Nominees (Australia) Limited TOTAL	Listed Ordinary Shares
	Number Percentage 81,382,142 15.72 44,895,000 8.67 38,142,000 7.37 30,000,000 5.79 17,500,000 3.38 12,800,000 2.47 10,000,000 1.93 10,000,000 1.93 10,000,000 1.93 9,620,000 1.86 6,800,000 1.31 6,336,238 1.22 6,000,000 1.16 6,000,000 1.16 6,000,000 1.16 5,500,000 1.06 5,450,000 1.05 5,415,000 1.05 5,143,333 0.99 5,073,348 0.98
	322,057,061 62.20

Shareholder Name
1.
Heedful Pty Ltd
2.
King George V Nominees Ltd
3.
Mr Laurent Leyendecker
4.
Sunset Capital Management Pty Ltd
5.
Trident Capital Pty Ltd
6.
Aegean Capital Pty Ltd
7.
Agens Pty Ltd
8.
Kingston Vale Pty Ltd
9.
Mr Adam Sierakowski
10.
IML Holdings Pty Ltd
11.
Dr Nimal Martin Fernando
12.
DOF Nominees Pty Ltd
13.
Paul Bate
14.
Citibank Nominees Pty Ltd
15.
George Robinson
16.
Block Capital Group Limited
17.
Sharic Superannuation Pty Ltd
18.
Kosher Holdings Pty Ltd
19.
Ms Neni Budi Astutik
20.
HSBC Custody Nominees (Australia) Limited
TOTAL

Listed Ordinary Shares

Number
Percentage
81,382,142
15.72
44,895,000
8.67
38,142,000
7.37
30,000,000
5.79
17,500,000
3.38
12,800,000
2.47
10,000,000
1.93
10,000,000
1.93
10,000,000
1.93
9,620,000
1.86
6,800,000
1.31
6,336,238
1.22
6,000,000
1.16
6,000,000
1.16
6,000,000
1.16
5,500,000
1.06
5,450,000
1.05
5,415,000
1.05
5,143,333
0.99
5,073,348
0.98

322,057,061
62.20

D. Voting Rights

In accordance with the Company’s Constitution, voting rights in respect of ordinary shares are on a show of hands whereby each member present in person (or representing a corporation who is a member) shall have one vote and upon a poll, each share will have one vote.

E. On-market buy-back

There is no current on-market buy-back.

F. Restricted Securities

There are currently no restricted securities.

AI assistant

TITANIUM SANDS LIMITED — Annual Report 2017

65956_rns_2017-09-28_c3fda4d5-4442-47e6-a1a4-b67c6812d76e.pdf

ABN 65 009 131 533

Titanium Sands Limited (Formerly Windimurra Vanadium Limited)

Contents

Corporate Information

Titanium Sands Limited (formerly Windimurra Vanadium Limited) Directors’ report

For the year ended 30 June 2017

Titanium Sands Limited (formerly Windimurra Vanadium Limited) Directors’ report

Name, qualifications Experience, special responsibilities and other directorships and independence

status

2. Company Secretary

3. Directors’ meetings

4. Principal activities

5. Operating and financial review

Titanium Sands Limited (formerly Windimurra Vanadium Limited) Directors’ report (continued)

History, Review of Operations and Subsequent Events

Overview

Titanium Sands Limited (formerly Windimurra Vanadium Limited) Directors’ report (continued) For the year ended 30 June 2017

History, Review of Operations and Subsequent Events (continued)

Operations

Titanium Sands Limited (formerly Windimurra Vanadium Limited) Directors’ report (continued)

History, Review of Operations and Subsequent Events (continued)

Operations (continued)

Titanium Sands Limited (formerly Windimurra Vanadium Limited) Directors’ report (continued)

For the year ended 30 June 2017

History, Review of Operations and Subsequent Events (continued) Operations (continued)

Subsequent Events

6 Remuneration report (audited)

6.1 Principles of compensation

Details of Key Management Personnel during the year ended 30 June 2017

Remuneration Policy

Titanium Sands Limited (formerly Windimurra Vanadium Limited) Directors’ report (continued) For the year ended 30 June 2017

6 Remuneration report (audited) (continued)

Executive Remuneration

Titanium Sands Limited (formerly Windimurra Vanadium Limited) Directors’ report (continued) For the year ended 30 June 2017

6 Remuneration report (audited) (continued)

6.3.1 Loans to Directors

6.3.2 Other Transactions with Key Management Personnel

Consultancy services:

6.3.3 Directors’ interests in shares

6.3.4 Share options

6.3.5 Analysis of bonuses included in remuneration

6.3.6 Options over equity instruments granted as compensation

Titanium Sands Limited (formerly Windimurra Vanadium Limited) Directors’ report (continued)

7. Voting and comments made at the Company’s 2016 Annual General Meeting

This is the end of the Audited Remuneration Report.

8. Dividends

9. Going Concern

10. Future developments

12. Environment issues

Titanium Sands Limited (formerly Windimurra Vanadium Limited) Directors’ report (continued)

For the year ended 30 June 2017

13. Indemnification and insurance of officers and auditors

Indemnification

14. Corporate governance

15. Non-audit services

16. Lead auditor’s independence declaration

Titanium Sands Limited (former Windimurra Vanadium Limited) Statement of Profit or Loss and Other Comprehensive Income For the year ended 30 June 2017

Titanium Sands Limited (formerly Windimurra Vanadium Limited) Statement of Financial Position As at 30 June 2017

Titanium Sands Limited (formerly Windimurra Vanadium Limited) Statement of Changes in Equity For the year ended 30 June 2017

Titanium Sands Limited (formerly Windimurra Vanadium Limited) Statement of Cash Flows For the year ended 30 June 2017

Titanium Sands Limited (formerly Windimurra Vanadium Limited) Notes to the financial statements For the year ended 30 June 2017

1. Reporting entity

2. Basis of preparation

(a) Statement of compliance

(b) Basis of measurement

(c) Functional and presentation currency

(d) Going concern

Titanium Sands Limited (formerly Windimurra Vanadium Limited) Notes to the financial statements (continued)

For the year ended 30 June 2017

3. Significant accounting policies

(a) Financial instruments

Non-derivative financial instruments

Share capital

Ordinary shares

Dividends

(b) Operating lease payments

(c) Exploration and evaluation assets

TITANIUM SANDS LIMITED Annual Report 2017