TITANIUM SANDS LIMITED — Capital/Financing Update 2019

Jul 14, 2019

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ASX RELEASE

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15 July 2019

TITANIUM SANDS LIMITED ACN 009 131 533

Level 11, London House 216 St. Georges Terrace Perth Western Australia 6000 Tel: +61 (08) 9481 0389 Facsimile: +61 (08) 94636103 email http://titaniumsands.com.au

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Contact:

Dr James Searle Managing Director Tel: +61 419 949 636 james.searle@titaniumsands.com.au

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Directors

Lee Christensen Dr James Searle Jason Ferris

Ticket ASX: TSL

PROPOSED ACQUISITION OF TENURE WITH HIGH GRADE HEAVY MINERAL SANDS

• Titanium Sands Ltd (’The Company’) has entered into a conditional sale agreement to acquire tenure adjacent to its Mannar Island Project.

• Under the acquisition, the area tenure at the Mannar Island Project will expand to 204km[2] .

• The tenure to be acquired has drill intercepts from 362 holes defining high grade heavy mineral sands in a continuous zone 7km long and 1 to 1.5km wide.

• This zone of mineralisation is along trend and adjoins a highgrade resource domain in the Company’s existing tenure.

• The acquisition is subject to the Company completing its due diligence and approval by Titanium Sands Ltd shareholders and various other conditions.

• The acquisition is part of the Company’s strategy to increase its landholding in this highly prospective area and continue with its coordinated regional exploration approach.

OVERVIEW

Titanium Sands Ltd (‘’The Company’’) is pleased to announce that it has entered into a conditional sale agreement to acquire a group of companies that hold a substantive 38km[2] tenure package (“Acquisition Tenure”) that complements the Company’s existing extensive tenure at Mannar Island in north west Sri Lanka.

Titanium Sands has been progressing the Mannar Island Heavy Mineral Sand Project in northwest Sri Lanka since recommencing trading on the ASX in December 2018. In February 2019 (ASX announcement 11 February 2019) the company announced a major increase in its resources to 53.08Mt at 6.67% heavy minerals, including a new high-grade zone of 9.85Mt at 9.06% heavy minerals. Further resource extension and in filling drilling is ongoing. This will be further enhanced with the mobilisation of the Company’s RCaircore drilling rig shortly.

The Acquisition Tenure adjoins the Company’s existing tenure (Figure 1). A total of 692 holes have been drilled on the Acquisition Tenure of which 362 (listed in Appendix 1) have intercepts of between 2% and 27% total heavy mineral (“THM”) (Figures 2 and 3). The mineralised intercepts are from surface to the maximum depth of drilling down to the water table at 1m to 3m below surface. No drilling has been undertaken below the water table. JORC compliance tables 1 and 2 are included in Appendix 2. The high-grade drilling intercepts in the Acquisition Tenure adjoin and follow the trend of a high-grade resource zone in the existing Company’s tenure (Figure 3).

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Figure 1 Existing Titanium Sands Ltd tenure over the Mannar Island Project and the Acquisition Tenure.

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Figure 2 Drilling on the Acquisition Tenure and the zones of heavy mineral concentration.

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Figure 3 High grade heavy mineral sand intercepts on the Acquisition Tenure. Drill holes with >2% heavy mineral intercepts listed in Appendix 1

TERMS OF THE PROPOSED ACQUISITION

The Acquisition Tenure consists of four exploration licenses (Figure 1 and Table 1). The Acquisition Tenure is held and controlled by a group of Sri Lankan companies which are wholly owned by a Mauritian company Bright Angel Ltd. Under the conditional sale agreement, Titanium Sands Ltd will acquire 100% of the share capital of Bright Angel Ltd. The consideration to the Bright Angel shareholder ( Vendor ) for this acquisition consists of:

• Issue of 417,500,000 fully paid Titanium Sands Ltd ordinary shares to the Vendor or nominee (“Consideration Shares”).

• Issue of 208,750,000 Titanium Sands Ltd unlisted options exercisable by payment of $0.05 within three years of issue to the Vendor or nominee (“Consideration Options”).

In addition, in acquiring Bright Angel Ltd, the Company will assume a 5% net proceeds royalty payable to the Vendor on minerals sold from the Acquisition Tenure.

The Vendor is a company controlled by Robert Nelson, who through his other holdings currently controls 15.75% of the issued capital in TSL (31.5% on a fully diluted basis). On a post-acquisition basis Robert Nelson will control 49.2% of the issued capital in TSL (60.6% on a fully diluted basis). The Consideration Shares and Options to be issued to the Vendor will be subject to a 12-month escrow restriction.

The proposed acquisition is subject to satisfaction or waiver of the following conditions precedent:

• Within 30 days, Titanium Sands Ltd notifying the Vendor that it has completed to its satisfaction its due diligence investigations in respect of the Acquisition Tenure (“Due Diligence Condition”).

• Within 60 days of satisfaction or waiver of the Due Diligence Condition, Titanium Sands Ltd shareholders approving the proposed acquisition (including the issue of the Consideration Shares and Options to the Vendor) for the purposes of ASX Listing Rules 7.1, 10.1 and 10.11.2 and section 611 item 7 of the Corporations Act (due to the Vendor increasing its relevant interest in the Company above 20%).

• Within 60 days of satisfaction or waiver of the Due Diligence Condition, an independent expert provides a report to the Company that the proposed acquisition is at least fair and reasonable to the Company’s shareholders (other than the Vendor and its associates).

• Within 60 days of satisfaction or waiver of the Due Diligence Condition, the Vendor and the Company obtaining all other approvals necessary from Government Agencies or third parties to complete the proposed acquisition.

Under the conditional sale agreement, the Vendor has provided warranties that the Company considers standard for an acquisition such as the proposed acquisition.

NEXT STEPS

The Company’s due diligence investigations to satisfy the Due Diligence Condition are continuing. Subject to the satisfaction or waiver by the Company of the Due Diligence Condition, a notice of meeting seeking shareholder approval of the proposed acquisition (which will include an independent expert’s report on the fairness and reasonableness of the proposed acquisition) will be dispatched to shareholders.

Table 1 Acquisition tenure, exploration licenses.

	Status	Expiry	Area Km2
EL351	renewalpending	15/05/2019	15
EL352	renewalpending	15/05/2019	10
EL327	renewed for 2nd 2yr	13/12/2020	5
EL328	renewed for 2nd 2yr	13/12/2020	8

COMPLIANCE STATEMENTS

• A full resource statement and JORC disclosure is contained in the announcement to the Australian Securities Exchange on 11 February 2019. The company confirms that it is not aware of any new information or data that materially affects the tonnes and total heavy mineral content included in the Mineral Resource Statement and that all material assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply and have not materially changed. The company confirms that the form and context in which the Competent Person findings are presented have not been materially modified from the original market announcement.

Competent Person Statement

Except where indicated above and in the Appendix 2 JORC compliance tabulations technical descriptions of the Mannar island Project and proposed programs have been prepared by James Searle BSc (hons), PhD, a Member of the Australian Institute of Mining and Metallurgy, with over 37 years of experience in metallic and energy minerals exploration and development, and 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 and has compiled the JORC compliance tables in Appendix 2.

Forward-Looking Statements

This document may include forward-looking statements. Forward-looking statements include, but are not limited to, statements concerning the Company’s planned exploration program and other statements that are not historical facts. When used in this document, the words such as "could," "plan," "expect," "intend," "may”, "potential," "should,", “further” and similar expressions are forward-looking statements. Although the Company believes that its expectations reflected in these forward- looking statements are reasonable, such statements involve risks and uncertainties and no assurance can be given that further exploration will result in additional Mineral Resources.

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Figure 4 Drill hole numbers and locations, south west portion of acquisition tenure.

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Figure 5 Drill hole numbers and locations, north west portion of acquisition tenure.

APPENDIX 1 DRILL HOLE INFORMATION ON THE ACQUISITION TENURE

Tabulation of all drill holes on the tenure to be acquired with intercepts of 2% to 27% THM ( total heavy mineral. All holes are vertical. All intercepts are from surface. Elevation of the drill collars have not been surveyed but will in due course be correlated with a digital terrain model (DTM).

DHID	WGS84 degW	WGS84 deg E	Intercept m	%THM
MA239	9.0921	79.7788	0.75	9.70
MA240	9.0926	79.7789	0.40	3.09
MA241	9.0930	79.7788	0.50	4.50
MA242	9.0934	79.7790	0.50	3.76
MA243	9.0939	79.7788	0.75	6.00
MA244	9.0942	79.7794	1.00	7.22
MA245	9.0947	79.7794	0.50	4.10
MA246	9.0952	79.7795	1.40	5.54
MA247	9.0957	79.7796	0.50	3.45
MA248	9.0961	79.7798	0.50	4.34
MA249	9.0965	79.7799	0.45	4.09
MA250	9.0970	79.7800	0.35	2.54
MA262	9.0920	79.7864	0.50	5.26
MA263	9.0924	79.7865	0.50	4.46
MA264	9.0929	79.7866	0.50	6.87
MA266	9.0938	79.7869	0.50	2.83

DHID	WGS84 degW	WGS84 deg E	Intercept m	%THM
MA271	9.0962	79.7873	0.50	2.54
MA273	9.0970	79.7877	0.50	2.47
MA595	9.0632	79.8096	0.50	2.98
MA624	9.0572	79.8140	0.50	17.78
MA625	9.0576	79.8143	1.00	3.54
MA626	9.0577	79.8148	0.40	2.94
MA719	9.0534	79.8206	0.50	2.14
MA720	9.0530	79.8203	0.60	3.93
MA741	9.0612	79.8357	1.80	3.32
MA744	9.0600	79.8348	0.50	2.14
MA789	9.0586	79.8337	0.50	2.12
MA790	9.0586	79.8346	1.00	3.76
MA791	9.0593	79.8343	2.00	4.41
MA792	9.0592	79.8352	1.00	2.82
MA811	9.0472	79.8345	0.50	2.11
MA815	9.0487	79.8356	1.00	2.90
MA818	9.0502	79.8365	0.50	1.84
MA822	9.0513	79.8379	1.75	3.22
MA827	9.0531	79.8387	1.60	5.81
MA828	9.0535	79.8389	1.00	5.36
MA830	9.0542	79.8395	0.50	2.91
MA831	9.0546	79.8398	0.50	2.03
MA832	9.0550	79.8400	0.50	2.11
MA834	9.0557	79.8407	1.50	3.46
MA835	9.0560	79.8410	1.85	6.60
MA836	9.0564	79.8415	2.05	8.33
MA837	9.0565	79.8422	2.00	11.12
MA856	9.0433	79.8404	0.50	2.75
MA863	9.0463	79.8402	0.50	2.23
MA864	9.0463	79.8407	1.00	3.03
MA867	9.0468	79.8421	1.00	4.76
MA870	9.0472	79.8442	1.80	4.66
MA872	9.0480	79.8446	1.45	6.20
MA873	9.0484	79.8448	1.50	3.86
MA874	9.0488	79.8450	1.65	9.86
MA875	9.0492	79.8453	1.55	11.95
MA876	9.0493	79.8461	1.75	4.67
MA877	9.0498	79.8465	1.90	8.96
MA878	9.0507	79.8462	1.75	12.16
MA879	9.0510	79.8466	1.95	8.18
MA880	9.0449	79.8513	1.50	6.47
MA881	9.0445	79.8511	2.00	16.71
MA882	9.0443	79.8506	1.65	8.88
MA883	9.0437	79.8506	1.85	4.60
MA884	9.0434	79.8503	1.80	8.55
MA885	9.0430	79.8500	1.50	5.99

DHID	WGS84 degW	WGS84 deg E	Intercept m	%THM
MA886	9.0428	79.8496	1.40	17.12
MA887	9.0424	79.8492	1.50	8.21
MA888	9.0421	79.8490	1.60	4.69
MA889	9.0419	79.8486	0.50	2.54
MA890	9.0415	79.8483	1.00	3.29
MA891	9.0411	79.8481	1.50	4.26
MA892	9.0405	79.8481	1.60	12.98
MA893	9.0402	79.8478	1.00	7.32
MA894	9.0398	79.8475	1.50	2.13
MA895	9.0395	79.8473	1.50	3.54
MA896	9.0391	79.8469	1.50	6.11
MA897	9.0386	79.8470	1.50	3.06
MA898	9.0390	79.8457	1.00	3.88
MA899	9.0386	79.8454	1.50	3.16
MA900	9.0382	79.8452	1.25	7.67
MA901	9.0378	79.8450	1.00	4.21
MA931	9.0265	79.8481	0.50	2.15
MA932	9.0272	79.8487	0.50	1.88
MA938	9.0290	79.8510	0.50	2.86
MA939	9.0295	79.8509	1.90	4.20
MA940	9.0298	79.8514	2.00	2.41
MA942	9.0304	79.8520	0.50	2.18
MA943	9.0311	79.8518	0.50	3.20
MA944	9.0314	79.8523	1.00	5.07
MA945	9.0318	79.8524	1.50	17.99
MA946	9.0325	79.8522	0.50	3.19
MA947	9.0328	79.8525	1.90	3.49
MA948	9.0332	79.8527	0.50	4.12
MA949	9.0336	79.8530	2.10	5.42
MA950	9.0340	79.8532	1.50	3.59
MA951	9.0343	79.8534	2.00	7.82
MA952	9.0346	79.8538	1.00	7.53
MA953	9.0351	79.8539	1.50	4.83
MA954	9.0354	79.8542	1.80	15.83
MA955	9.0360	79.8543	2.10	6.83
MA956	9.0384	79.8563	2.10	15.39
MA957	9.0383	79.8552	1.50	12.16
MA958	9.0379	79.8546	1.90	14.09
MA959	9.0373	79.8547	1.90	8.01
MA960	9.0369	79.8545	1.80	13.29
MA962	9.0172	79.8518	1.50	2.43
MA971	9.0219	79.8545	1.00	3.52
MA973	9.0224	79.8547	1.00	2.80
MA974	9.0228	79.8547	1.00	2.56
MA975	9.0230	79.8554	1.50	3.42
MA976	9.0234	79.8555	1.50	3.84

DHID	WGS84 degW	WGS84 deg E	Intercept m	%THM
MA977	9.0237	79.8560	1.50	2.61
MA978	9.0241	79.8561	1.50	2.92
MA979	9.0245	79.8564	1.00	4.15
MA980	9.0249	79.8567	1.00	2.90
MA981	9.0253	79.8570	2.00	4.19
MA982	9.0258	79.8569	1.90	7.25
MA983	9.0261	79.8573	1.00	8.54
MA984	9.0263	79.8578	1.50	18.57
MA985	9.0264	79.8583	1.50	6.96
MA986	9.0267	79.8586	2.00	7.88
MA987	9.0272	79.8587	2.00	8.20
MA988	9.0274	79.8593	2.10	7.72
MA989	9.0278	79.8595	2.00	10.30
MA990	9.0287	79.8588	1.40	6.28
MA992	9.0294	79.8586	2.05	13.61
MA993	9.0298	79.8588	2.05	15.24
MA994	9.0302	79.8591	1.60	13.97
MA995	9.0300	79.8600	2.10	13.24
MA996	9.0304	79.8602	1.60	15.08
MA997	9.0309	79.8604	1.70	26.51
MA998	9.0312	79.8607	2.00	9.07
MA999	9.0316	79.8610	2.00	17.78
MA1000	9.0320	79.8612	1.75	18.16
MA1001	9.0119	79.8579	1.50	3.12
MA1002	9.0123	79.8582	1.50	2.90
MA1003	9.0127	79.8585	1.50	3.16
MA1004	9.0131	79.8587	1.50	3.72
MA1009	9.0149	79.8600	1.00	2.49
MA1010	9.0154	79.8600	1.50	2.99
MA1011	9.0156	79.8605	1.00	2.49
MA1012	9.0160	79.8607	0.50	2.66
MA1013	9.0163	79.8610	1.50	5.99
MA1014	9.0168	79.8612	1.50	7.10
MA1015	9.0171	79.8615	1.00	4.12
MA1016	9.0175	79.8618	1.00	3.23
MA1024	9.0074	79.8635	1.50	10.30
MA1025	9.0082	79.8626	1.90	9.85
MA1026	9.0081	79.8640	1.50	3.24
MA1027	9.0084	79.8643	1.50	3.70
MA1028	9.0088	79.8645	1.50	3.58
MA1029	9.0092	79.8648	1.50	3.60
MA1030	9.0096	79.8650	1.50	5.05
MA1031	9.0102	79.8650	2.00	3.72
MA1032	9.0105	79.8654	1.85	4.04
MA1033	9.0108	79.8657	1.95	4.12
MA1034	9.0111	79.8661	1.80	7.58

DHID	WGS84 degW	WGS84 deg E	Intercept m	%THM
MA1035	9.0113	79.8668	1.00	4.00
MA1036	9.0117	79.8669	1.50	5.76
MA1037	9.0123	79.8667	1.95	3.12
MA1038	9.0127	79.8670	1.50	4.90
MA1039	9.0131	79.8672	1.50	3.85
MA1040	9.0135	79.8674	1.40	6.47
MA1041	9.0008	79.8679	1.50	7.71
MA1042	9.0011	79.8682	1.50	9.16
MA1043	9.0015	79.8684	1.50	6.54
MA1044	9.0019	79.8686	1.95	14.52
MA1045	9.0023	79.8689	1.50	5.96
MA1046	9.0027	79.8691	2.00	5.53
MA1047	9.0031	79.8692	1.50	4.13
MA1048	9.0035	79.8695	1.60	3.96
MA1049	9.0040	79.8695	1.90	6.31
MA1050	9.0044	79.8697	1.90	8.06
MA1051	9.0047	79.8700	2.00	10.33
MA1052	9.0050	79.8705	1.60	8.65
MA1053	9.0053	79.8708	1.65	13.21
MA1064	9.0578	79.8422	2.05	10.60
MA1065	9.0582	79.8425	2.40	13.51
MA1066	9.0585	79.8427	2.50	14.99
MA1067	9.0589	79.8430	2.00	18.33
MA1068	9.0592	79.8434	2.75	10.58
MA1069	9.0597	79.8435	2.90	4.63
MA1070	9.0600	79.8437	2.00	16.26
MA1120	9.0925	79.7753	1.00	3.62
MA1121	9.0920	79.7752	0.50	6.57
MA1122	9.0929	79.7755	1.00	6.45
MA1123	9.0933	79.7756	1.00	3.98
MA1124	9.0937	79.7757	1.00	7.78
MA1125	9.0942	79.7759	2.00	5.93
MA1126	9.0946	79.7760	1.00	8.51
MA1127	9.0950	79.7761	1.00	5.87
MA1129	9.0963	79.7765	1.00	8.75
MA1130	9.0959	79.7764	1.00	8.05
MA1131	9.0968	79.7767	1.00	6.26
MA1132	9.0972	79.7768	1.00	7.77
MA1210	9.0592	79.8109	1.55	22.57
MA1211	9.0593	79.8116	1.50	3.23
MA1212	9.0595	79.8119	0.50	2.03
MA1213	9.0604	79.8117	0.50	3.40
MA1214	9.0608	79.8118	1.00	2.54
MA1215	9.0609	79.8129	0.50	2.68
MA1218	9.0620	79.8138	0.50	2.22
MA1223	9.0557	79.8174	0.50	2.90

DHID	WGS84 degW	WGS84 deg E	Intercept m	%THM
MA1224	9.0554	79.8171	1.15	8.14
MA1225	9.0550	79.8168	0.50	3.03
MA1227	9.0543	79.8163	0.50	2.19
MA1395	9.0920	79.7828	0.50	4.36
MA1396	9.0924	79.7831	1.00	3.28
MA1397	9.0928	79.7835	0.50	8.03
MA1398	9.0933	79.7834	1.00	3.80
MA1399	9.0937	79.7834	0.50	5.77
MA1400	9.0942	79.7835	1.50	3.19
MA1401	9.0946	79.7836	0.50	4.02
MA1402	9.0950	79.7837	1.00	5.07
MA1660	9.0607	79.8394	1.50	4.62
MA1661	9.0603	79.8390	2.50	8.67
MA1662	9.0599	79.8388	2.50	16.12
MA1663	9.0587	79.8392	2.50	7.10
MA1664	9.0584	79.8387	0.50	3.05
MA1665	9.0583	79.8382	0.50	5.52
MA1666	9.0580	79.8379	1.00	2.56
MA1667	9.0578	79.8374	1.00	2.56
MA1668	9.0574	79.8371	0.50	2.30
MA1681	9.0135	79.8633	2.00	5.45
MA1682	9.0138	79.8636	1.50	4.42
MA1683	9.0146	79.8637	1.50	4.31
MA1684	9.0148	79.8645	2.00	4.32
MA1685	9.0152	79.8648	2.00	6.25
MA1686	9.0156	79.8649	2.40	5.71
MA1700	9.0039	79.8647	1.50	4.61
MA1701	9.0034	79.8652	1.50	3.04
MA1702	9.0038	79.8656	2.00	8.76
MA1703	9.0042	79.8657	2.00	5.24
MA1704	9.0045	79.8660	1.50	3.57
MA1705	9.0049	79.8663	1.50	4.92
MA1706	9.0053	79.8666	2.00	4.39
MA1707	9.0056	79.8668	2.00	4.45
MA1708	9.0060	79.8671	2.00	4.10
MA1709	9.0063	79.8674	2.00	4.48
MA1710	9.0067	79.8677	2.00	4.44
MA1711	9.0071	79.8679	3.00	4.68
MA1712	9.0076	79.8679	2.50	4.73
MA1713	9.0079	79.8687	1.50	7.30
MA1714	9.0089	79.8684	2.00	7.81
MA1715	9.0086	79.8691	2.20	7.08
MA1716	9.0089	79.8695	1.65	7.76
MA1717	9.0092	79.8695	2.70	19.84
MA1718	9.0100	79.8702	2.70	4.62
MA1738	9.0204	79.8584	1.50	5.84

DHID	WGS84 degW	WGS84 deg E	Intercept m	%THM
MA1740D	9.0423	79.8405	0.50	2.46
MA1744	9.0361	79.8591	3.50	14.31
MA1745	9.0355	79.8590	3.20	11.89
MA1746	9.0351	79.8593	3.20	13.30
MA1747	9.0347	79.8589	3.00	11.38
MA1750	9.0344	79.8586	2.70	11.02
MA1751	9.0314	79.8583	3.10	8.64
MA1752	9.0336	79.8582	3.00	8.04
MA1753	9.0332	79.8579	2.90	9.48
MA1754	9.0328	79.8576	3.10	11.87
MA1755	9.0324	79.8577	2.40	7.60
MA1759	9.0424	79.8451	0.50	2.14
MA1760	9.0427	79.8454	1.00	4.03
MA1761	9.0431	79.8456	1.50	6.54
MA1762	9.0435	79.8459	1.50	3.00
MA1764	9.0442	79.8464	0.50	5.57
MA1765	9.0445	79.8468	1.00	7.43
MA1766	9.0447	79.8474	1.50	3.54
MA1767	9.0452	79.8474	2.00	6.87
MA1768	9.0456	79.8474	2.00	11.10
MA1769	9.0459	79.8480	1.50	5.19
MA1770	9.0464	79.8481	2.75	6.96
MA1771	9.0469	79.8481	2.70	6.61
MA1772	9.0471	79.8485	2.90	3.55
MA1773	9.0474	79.8491	0.50	2.20
MA1773	9.0474	79.8491	2.00	10.68
MA1774	9.0479	79.8492	2.90	12.56
MA1775	9.0481	79.8496	3.10	10.59
MA1776	9.0486	79.8498	3.20	14.30
MA1777	9.0489	79.8500	3.50	7.83
MA1778	9.0492	79.8502	2.90	9.53
MA1779	9.0496	79.8505	3.50	10.29
MA1780	9.0500	79.8508	2.00	11.22
MA1781	9.0418	79.8546	3.00	10.63
MA1782	9.0415	79.8542	3.00	14.43
MA1783	9.0412	79.8539	2.90	5.94
MA1784	9.0409	79.8535	2.70	4.46
MA1785	9.0406	79.8531	3.00	7.39
MA1786	9.0403	79.8528	2.90	13.74
MA1787	9.0400	79.8525	2.60	6.20
MA1788	9.0396	79.8521	2.90	6.90
MA1789	9.0394	79.8517	2.00	3.42
MA1790	9.0388	79.8517	2.00	5.36
MA1791	9.0383	79.8516	1.50	7.72
MA1792	9.0379	79.8519	1.50	9.75
MA1793	9.0375	79.8518	1.50	10.88

DHID	WGS84 degW	WGS84 deg E	Intercept m	%THM
MA1794	9.0370	79.8516	1.50	6.69
MA1795	9.0366	79.8513	1.50	9.98
MA1796	9.0329	79.8476	1.00	2.03
MA1801	9.0342	79.8490	1.50	4.71
MA1802	9.0344	79.8494	1.50	6.57
MA1803	9.0314	79.8557	1.50	5.00
MA1804	9.0311	79.8554	1.50	8.25
MA1811	9.0249	79.8618	3.20	7.43
MA1812	9.0245	79.8615	2.50	14.59
MA1813	9.0241	79.8613	2.50	16.08
MA1814	9.0236	79.8612	1.50	4.21
MA1815	9.0232	79.8610	0.50	4.43
MA1816	9.0227	79.8608	2.60	6.66
MA1817	9.0550	79.8441	3.50	12.15
MA1818	9.0546	79.8439	3.40	13.24
MA1819	9.0541	79.8437	3.00	7.62
MA1820	9.0538	79.8434	1.50	4.56
MA1821	9.0534	79.8431	1.60	7.29
MA1822	9.0530	79.8432	1.50	3.72
MA1823	9.0525	79.8430	2.00	5.28
MA1824	9.0523	79.8425	0.50	3.30
MA1825	9.0523	79.8420	1.50	3.90
MA1826	9.0520	79.8417	2.00	8.08
MA1827	9.0515	79.8418	1.80	4.64
MA1828	9.0510	79.8417	1.00	2.49
MA1829	9.0506	79.8415	1.50	6.29
MA1830	9.0503	79.8411	0.50	3.04
MA1831	9.0501	79.8407	0.50	2.07
MA1832	9.0552	79.8445	3.50	13.10
MA1833	9.0556	79.8447	3.40	14.61
MA1834	9.0559	79.8450	3.80	13.03
MA1741D	9.0492	79.8453	1.50	4.39
MA1742D	9.0382	79.8452	1.00	7.24
MA1743D	9.0382	79.8562	3.25	9.92

Appendix 2 JORC TABLE 1

Section 1 Sampling Techniques and Data

(Criteria in this section apply to all succeeding sections.)

The drilling on the Acquisition Tenure was undertaken by Sri Lankan geologists and a drilling team employed by Bright Angel Ltd, during 2016 and 2017. The drilling and sampling procedures were subject to audit and inspection on behalf of Bright Angel Ltd by Mr Kobus Badenhorst, an independent geologist. Mr Badenhorst is a director of GeoActiv (Pty) Ltd. and is registered with the South African Council for Natural Scientific Professionals (SACNASP). Mr Badenhorst has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Persons as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr Badenhorst consents to being identified in the context described here.

Dr James Searle of Titanium Sands Ltd has received and analysed all the drilling information including collar files, drilling logs, assay data and descriptions of sampling from Bright Angel Ltd. Dr Searle is responsible for the compiled JORC compliance tabulated below as well as the technical summaries and descriptions contained in the body of this announcement. Any further due diligence undertaken by Titanium Sands Ltd and Dr Searle on the project or data will be reported in due course. James Searle BSc (hons), PhD, a Member of the Australian Institute of Mining and Metallurgy, with over 37 years of experience in metallic and energy minerals exploration and development, and 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 here below and in the body of the announcement above.

Criteria	**Explanation **	Commentary
Sampling techniques	• Nature and quality of sampling (e.g. cut channels, random chips, or specific specialised industry standard measurement tools appropriate to the minerals under investigation, such as down hole gamma sondes, or handheld XRF instruments, etc.). These examples should not be taken as limiting the broad	 100% of recovered sample collected and bagged at drill site.  Sample interval down hole every 0.5m or part interval.  No sampling below water table.

Criteria	**Explanation **	Commentary
	meaning of sampling. • Include reference to measures taken to ensure sample representivity and the appropriate calibration of any measurement tools or systems used. • Aspects of the determination of mineralisation that are Material to the Public Report. In cases where ‘industry standard’ work has been done this would be relatively simple (e.g. ‘reverse circulation drilling was used to obtain 1 m samples from which 3 kg was pulverised to produce a 30 g charge for fire assay’). In other cases more explanation may be required, such as where there is coarse gold that has inherent sampling problems. Unusual commodities or mineralisation types (e.g. submarine nodules) may warrant disclosure of detailed information.
5	• Drill type (e.g. core, reverse circulation, open- hole hammer, rotary air blast, auger, Bangka, sonic, etc.) and details (e.g. core diameter, triple or standard tube, depth of diamond tails,face-	 Hand auger , vertical, Dormer type shell auger 75mm, 692 holes, maximum depth 6m  All holes vertical.

Criteria	**Explanation **	Commentary
	sampling bit or other type, whether core is oriented and if so, by what method, etc.).
Drill sample recovery	• Method of recording and assessing core and chip sample recoveries and results assessed. • Measures taken to maximise sample recovery and ensure representative nature of the samples. • Whether a relationship exists between sample recovery and grade and whether sample bias may have occurred due to preferential loss/gain of fine/coarse material.	 Weight of sample recovered logged against estimate of 100% recovery weight.  For the hand auger holes, re-entry depth of auger tip noted against depth achieved before auger withdrawn to recover sample. Hole abandoned if more 3cm of fall back in hole noted.
Logging	• Whether core and chip samples have been geologically and geotechnically logged to a level of detail to support appropriate Mineral Resource estimation, mining studies and metallurgical studies. • Whether logging is qualitative or quantitative in nature. Core (or costean, channel, etc.) photography. • The total length and percentage of the relevant intersections logged.	 Recovered samples logged in standardized format for all relevant visual parameters including sediment, rounding, sorting etc.  Logging of visual parameters qualitative but referenced to standard parameter sheets.  All drill hole samples logged at drill site.  No sampling below the water table.
Sub- sampling techniques and sample preparation	• If core, whether cut or sawn and whether quarter, half or all core taken. • If non-core, whether riffled,	 Dried samples weighed and sieved to remove oversize (>1mm).  Oversize weighed.  Sub sample of 125 to 250g riffle split.  12 chute riffle splitter. Sample loaded evenly into splitter on top of removable baffle to ensure optimal split across the splitter.

Criteria	**Explanation **	Commentary
	tube sampled, rotary split, etc. and whether sampled wet or dry. • For all sample types, the nature, quality and appropriateness of the sample preparation technique. • Quality control procedures adopted for all sub-sampling stages to maximise representivity of samples. • Measures taken to ensure that the sampling is representative of the in-situ material collected, including for instance results for field duplicate/second- half sampling. • Whether sample sizes are appropriate to the grain size of the material being _sampled. _	 Sample deslimed ( <45 micron).  Sample dried to constant weight and reweighed.  Custody chain of samples maintained from drill site to controlled storage.
Quality of assay data and laboratory tests	• The nature, quality and appropriateness of the assaying and laboratory procedures used and whether the technique is considered partial or total. • For geophysical tools, spectrometers, handheld XRF instruments, etc., the parameters used in determining the analysis including instrument make and model, reading times, calibrations factors applied	The initial drying (at between 80 to 105 degrees C via gas oven), de-sliming and oversize removal was conducted at the site Prep Facility on Mannar Island. The procedures are shown below.

Criteria	**Explanation **	Commentary
	and their derivation, etc. • Nature of quality control procedures adopted (e.g. standards, blanks, duplicates, external laboratory checks) and whether acceptable levels of accuracy (i.e. lack of bias) and precision have been established.	Analytical work on thetetra bromoethane (TBE) based THM determination and subsequent magnetic separation work was done by Scientific Services C.C., Cape Town. XRF work was done on the fractions of the magnetic separation samples  The determination of THM % sample concentrate using TBE at a specific gravity (SG) of 2.95, are as follows:  TBE is placed into the glass flask up to the indicated mark.  Place approximate 1 scoop of sample into the flask.  Wash down the sides of the flask and impeller with TBE to ensure all material is in the TBE.  Run the mixer for about 10 seconds.  Wash down again to ensure no material is ‘hung’.  Run the impeller mixer repeatable in 10 second bursts until sure that all heavies have been liberated.  Allow to stand for 5-10 minutes or until no more material cascades to bottom.  Once the discharge pipe is clear of suspended material release the tube to allow the concentrate to be captured in the filter paper. Store this labeled filter paper.  Process any remaining sample as above ensuring no concentrate is lost.  Finally flush out the floats by opening the tube and allowing the floats to fall into filter paper – allow this to stand capturing all the TBE which will be reused at a later stage.  Wash all concentrates and floats thoroughly with acetone to reclaim as much TBE as possible.  After the concentrate filter is acetone rinsed and dried, transfer the concentrate very carefully into a bag by opening the filter paper ensuring nothing is lost.  Place the floats into the waste drums unless specified by the client to do otherwise.  Check the SG of the TBE with the density tracers provided and re-use as appropriate.
Verification of sampling and assaying	• The verification of significant intersections by either independent or alternative company personnel. • The use of twinned holes. • Documentation of primary data, data entry procedures, data verification, data storage (physical and electronic) protocols. • Discuss any adjustment to _assay data. _	 Verification procedures undertaken. 1. Independently supervised repeat drillingwilltwin between 5 and 10% of holes showing significant heavy mineral mineralisation. 2. One in 20 duplicate samples from splitting and sample preparation submitted for separate analysis.
Location of datapoints	• Accuracy and _quality of surveys _	 Drill collars located using GPS WGD84 to an accuracy typically of better than + or-5m

Criteria	**Explanation **	Commentary
	used to locate drill holes (collar and down-hole surveys), trenches, mine workings and other locations used in Mineral Resource estimation. • Specification of the grid system used. • Quality and adequacy of topographic control.	 Topographic control to be determined from subsequent DTM tie in.
Data spacing and distribution	• Data spacing for reporting of Exploration Results. • Whether the data spacing, and distribution is sufficient to establish the degree of geological and grade continuity appropriate for the Mineral Resource and Ore Reserve estimation procedure(s) and classifications applied. • Whether sample compositing has _been applied. _	 The resource drilling reported in this announcement has been designed to provide 400m separated lines and 50m hole separations.
Orientation of data in relation to geological structure	• Whether the orientation of sampling achieves unbiased sampling of possible structures and the extent to which this is known, considering the deposit type. • If the relationship between the drilling orientation and the orientation of key mineralised structures is considered to have introduced a sampling bias, this should be assessed and	 Shoreline concentrated heavy minerals when preserved by net coastal progradation seaward form strands of mineralisation that can vary from 10s to hundreds of metres wide but many hundreds or metres and kilometres long. Drill lines are therefore optimally oriented across the trend direction of the paleo shoreline positions. Drill hole spacing along the lines were designed to find HM strands as narrow as 25 to 50m wide. Separation of the drill lines along the paleo shoreline orientations reflects the much greater along shore dimensions of any potentially economic strands.

Criteria	**Explanation **	Commentary
	reported if material.
Sample security	• The measures taken to ensure _sample security. _	 Custody of samples documented, and integrity of packaging monitored.
Audits or reviews	• The results of any audits or reviews of sampling techniques and _data. _	 Duplicated sample splits and samples from twinned holes will be used to demonstrate QA/QC

Section 2 Reporting of Exploration Results (Criteria listed in the preceding section also apply to this section.)

Criteria	**Explanation **
Mineral tenement and land tenure status	• Type, reference name/number, location and ownership including agreements or material issues with third parties such as joint ventures, partnerships, overriding royalties, native title interests, historical sites, wilderness or national park and environmental settings. • The security of the tenure held at the time of reporting along with any known impediments to obtaining a licence to _operate inthe area. _	 Granted exploration licenses.  No known overriding interests at this stage.  Normal state royalty regime.
Exploration done by other parties	• Acknowledgment and appraisal of exploration by other parties.	 None known.
Geology	• Deposit type, geological setting and style of mineralisation.	 Holocene to Modern coastal sand deposit hosted heavy mineral sands
Drill hole Information	• A summary of all information material to the understanding of the exploration results including a tabulation of the following information for all Material drill holes: • easting and northing of the drill hole collar • elevation or RL (Reduced Level – elevation above sea level in metres) of the drill hole collar • dip and azimuth of the hole • down hole length and interception depth • hole length. • If the exclusion of this information is justified on the basis that the information is not Material and this exclusion does not detract from the understanding of the report, the Competent Person should clearly _explain why this is the case. _	 Tabulation of all drill hole information contained within Appendix 1 of the announcement above, with the exception of RL which will be provided later when a DTM is available. At this time collar elevation is considered not material due to the lack of significant elevation changes over the area.
Data aggregation methods	• In reporting Exploration Results, weighting averaging techniques, maximum and/or minimum grade truncations (e.g. cutting of high grades) and cut-off grades are usually Material and should be stated.	 Intercepts calculated on the basis of total heavy mineral grades greater than or equal to 2% total heavy mineral.  No aggregation of sub grade results into reported intercepts.

Criteria	**Explanation **
	• Where aggregate intercepts incorporate short lengths of high-grade results and longer lengths of low-grade results, the procedure used for such aggregation should be stated and some typical examples of such aggregations should be shown in detail. • The assumptions used for any reporting of metal equivalent values _should be clearly stated. _
Relationship between mineralisation widths and intercept lengths	• These relationships are particularly important in the reporting of Exploration Results. • If the geometry of the mineralisation with respect to the drill hole angle is known, its nature should be reported. • If it is not known and only the down hole lengths are reported, there should be a clear statement to this effect (e.g. ‘down hole length, true width not _known’). _	 Heavy mineral zones in beach sediments are flat or only very shallowly dipping. All drill holes were vertical.
Diagrams	• Appropriate maps and sections (with scales) and tabulations of intercepts should be included for any significant discovery being reported These should include, but not be limited to a plan view of drill hole collar locations and appropriate sectional views.	 Plans of drill hole locations historical and subject of this announcement are provided.  Sectional representations not considered relevant as the drill depths were rarely more than 3m.
Balanced reporting	• Where comprehensive reporting of all Exploration Results is not practicable, representative reporting of both low and high grades and/or widths should be practiced avoiding misleading reporting of Exploration Results.	 All holes being reported on drilled on the controlled tenure with locations shown in Figures 1 to 4.in the main text of the announcement. Collar positions listed in Appendix 1
Other substantive exploration data	• Other exploration data, if meaningful and material, should be reported including (but not limited to): geological observations; geophysical survey results; geochemical survey results; bulk samples – size and method of treatment; metallurgical test results; bulk density, groundwater, geotechnical and rock characteristics; potential deleterious or contaminating _substances. _	 Not applicable.
Further work	• The nature and scale of planned further work (e.g. tests for lateral extensions or depth extensions or large-scale step-out drilling). • Diagrams clearly highlighting the areas of possible extensions, including the main geological interpretations and future drilling areas, provided this information is not commercially _sensitive. _	 Further drilling will test lateral and depth extensions of the areas of mineralisation defined to date.