TITANIUM SANDS LIMITED — Capital/Financing Update 2013

Oct 7, 2013

==> picture [73 x 59] intentionally omitted <==

8 October 2013

ASX Announcements Office Exchange Centre 20 Bridge Street SYDNEY NSW 2000

Dear Sir

ASX WAIVER FROM LISTING RULE 14.7

Windimurra Vanadium Limited (Subject to Deed of Company Arrangement) (the “Company”) advises that ASX Limited (“ASX”) has granted the Company a waiver from ASX listing rule 14.7 on the terms set out below.

DECISION:

1. Subject to resolution 2, and based solely on the information provided, ASX grants the Company a waiver from listing rule 14.7 to the extent necessary to permit the Company to issue the following securities (“Securities”), as approved by shareholders at the general meeting held on 14 August 2013, later than 3 months after the date of the shareholders' meeting:

2. 1.1 20,000,000 shares to Avonglade Enterprises Pty Ltd;

3. 1.2 20,000,000 shares to Foster West Securities Pty Ltd ;

4. 1.3 20,000,000 shares to Jason Peterson and Lisa Peterson ;

5. 1.4 20,000,000 shares to Briant Nominees Pty Ltd;

6. 1.5 20,000,000 shares to Trident Capital Pty Ltd;

7. 1.6 250,000,000 shares at an issue price of $0.01 under a prospectus;

8. 1.7 2,000,000 shares each to Paula Cowan KC Ong and Paul Price under a prospectus; and

9. 1.8 6,000,000 shares each to Gersec Trust Reg, WF Asian Smaller Companies Fund Limited, Hillbrow Investments Limited, George Robinson and Paul Bate.

10. Resolution 1 is conditional on the following:

11. 2.1 The Securities are issued no later than 31 December 2013 and otherwise on the same terms as approved by shareholders on 14 August 2013.

12. 2.2 The terms of this waiver are released to the market immediately.

13. ASX has considered listing rule 14.7 only and makes no statement as to the Company's compliance with other Listing Rules.

Yours faithfully

==> picture [94 x 43] intentionally omitted <==

Nicki Farley Company Secretary

Windumurra Vanadium Limited ABN 65 009 131 533 (Subject to Deed of Company Arrangement) Level 24,44 St Georges Tce, Perth WA 6000 Tel: 08 6211 5099 Fax: 08 9218 8875