TITANIUM SANDS LIMITED — Capital/Financing Update 2020

Dec 3, 2020

Proposed issue of securities

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Update Summary

Entity name

TITANIUM SANDS LIMITED

Announcement Type

Update to previous announcement

Date of this announcement

Friday December 4, 2020

Reason for update to a previous announcement

Update to the number and exercise price of the unquoted options following shareholder approval at the Annual General Meeting held on 30 November 2020. Exercise price determined based on the 5 day VWAP prior to the date of the meeting.

Refer to next page for full details of the announcement

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Part 1 - Entity and announcement details

1.1 Name of +Entity

TITANIUM SANDS LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

1.2 Registered Number Type

Registration Number

ABN 65009131533

1.3 ASX issuer code

TSL

1.4 The announcement is

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Update/amendment to previous announcement

1.4a Reason for update to a previous announcement

Update to the number and exercise price of the unquoted options following shareholder approval at the Annual General Meeting held on 30 November 2020. Exercise price determined based on the 5 day VWAP prior to the date of the meeting.

1.4b Date of previous announcement(s) to this update

Tuesday October 27, 2020

1.5 Date of this announcement

Friday December 4, 2020

1.6 The Proposed issue is:

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A placement or other type of issue

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 - Are any of the following approvals required for the placement or other type of issue? +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity Yes

7A.1a Conditions

Approval/Condition	Date for determination	Is the date estimated or	** Approval
+Security holder approval	Monday November 30, 2020	actual?	received/condition met?
		Actual	Yes

Comments

Shareholders approval required for the issue of options to Directors as per the AGM Notice of Meeting announced on 27 October 2020.

Part 7B - Issue details

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? New class

Details of +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? equitable under listing rule 6.1? No No ASX +security code +Security description New class-code to be confirmed Unquoted options exercisable at $0.044, expiring 29 November 2022

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+Security type Options Number of +securities proposed to be issued 19,125,000 Reason for the update of 'Maximum Number of +securities proposed to be issued' Results of the AGM held on 30 November 2020. Offer price details Are the +securities proposed to be issued being issued for a cash consideration? No Please describe the consideration being provided for the +securities

To provide a performance linked incentive component in the remuneration package for the Directors on the terms and conditions as per the AGM Notice of Meeting announced on 27 October 2020. Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Options details
+Security currency Exercise price	Expiry date
AUD - Australian Dollar AUD 0.0440	Tuesday November 29, 2022
Details of the type of +security that will be issued if the option is exercised
TSL : ORDINARY FULLY PAID
Number of securities that will be issued if the option is exercised
One fully paid ordinary share (ASX:TSL).
Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities
proposed to be issued or provide the information by separate announcement.
Refer to AGM Notice of Meeting Schedule 2 announced on 27 October 2020.

Part 7C - Timetable

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7C.1 Proposed +issue date Friday December 4, 2020 Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? Yes 7D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1 Monday November 30, 2020 7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? Yes

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? No

7E.2 Is the proposed issue to be underwritten? No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

To provide a performance linked incentive component in the remuneration package for the Directors on the terms and conditions as per the AGM Notice of Meeting announced on 27 October 2020.

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7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

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