TITANIUM SANDS LIMITED — Capital/Financing Update 2020

Oct 25, 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

Monday October 26, 2020

Reason for update to a previous announcement

To update for ability to accept oversubscriptions by increasing the maximum number of shares and options that can be issued pursuant to the SPP Offer as per the Prospectus lodged on 21 October 2020

Refer to next page for full details of the announcement

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Proposed issue of securities

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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

To update for ability to accept oversubscriptions by increasing the maximum number of shares and options that can be issued pursuant to the SPP Offer as per the Prospectus lodged on 21 October 2020

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

Tuesday September 22, 2020

1.5 Date of this announcement

Monday October 26, 2020

1.6 The Proposed issue is:

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A non-+pro rata offer of +securities under a +disclosure document or +PDS

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Part 5 - Details of proposed non-pro rata offer under a disclosure document or PDS

Part 5A - Conditions

5A.1 - Are any of the following approvals required for the non-+pro rata offer of +securities under a +disclosure document or +PDS?

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+Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity No

Part 5B - Offer 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 Yes securities in a class that is already quoted or recorded by ASX)? Existing class

Details of +securities proposed to be issued

ASX +security code and description TSL : ORDINARY FULLY PAID

The number of +securities to be offered under the +disclosure document or +PDS 22,727,272

Will the offer be conditional on applications for a minimum number of +securities being received or a minimum amount being raised (i.e. a minimum subscription condition)? No

Will individual security holders be required to accept the offer for a minimum number or value of +securities (i.e. a minimum acceptance condition)? Yes

Is the minimum acceptance unit based or dollar based? Dollar based ($)

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Please enter the minimum acceptance value $ 2,000 Will individual security holders be limited to accepting the offer for a maximum number or value of +securities (i.e. a maximum acceptance condition)? Yes Is the maximum acceptance unit based or dollar based? Dollar based ($) Please enter the maximum acceptance value $ 30,000 Reason for the update of 'Maximum Number of +securities proposed to be issued' Offer price details Has the offer price been determined? Yes In what currency will the offer be What is the offer price per +security? made? AUD 0.04400 AUD - Australian Dollar Oversubscription & Scale back details Will the entity be entitled to accept over-subscriptions? Yes Provide details of the number or value of over-subscriptions that the entity may accept Maximum of $500,000 in over-subscriptions. Will a scale back be applied if the offer is over-subscribed? Yes Describe the scale back arrangements The Company reserves the right, in their absolute discretion, to reject or scale back applications (on an equitable basis). If the Company rejects or scales-back an application, the Company will promptly return to the shareholder the relevant application monies, without interest. Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Attaching +Security

Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)? New class

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Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)

Details of attaching +securities proposed to be issued

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

Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class of of the proposed +securities are appropriate and +securities on ASX? equitable under listing rule 6.1? Yes No ASX +security code +Security description New class-code to be confirmed Options exercisable at $0.10 on or before 17 November 2023

+Security type

Options

The number of +securities to be offered under the +disclosure document or +PDS

11,363,636

Reason for the update of 'Maximum Number of +securities proposed to be issued'

Offer price details

Has the offer price been determined? Yes

In what currency will the offer be made? What is the offer price per +security? AUD - Australian Dollar AUD 0.00000

Oversubscription & Scale back details

Will the entity be entitled to accept over-subscriptions? Yes

Provide details of the number or value of over-subscriptions that the entity may accept

Maximum of $500,000 in over-subscriptions.

Will a scale back be applied if the offer is over-subscribed? Yes

Describe the scale back arrangements

The Company reserves the right, in their absolute discretion, to reject or scale back applications (on an equitable basis). If the Company rejects or scales-back an application, the Company will promptly return to the shareholder the relevant application monies, without interest.

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

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Options details

+Security currency

AUD - Australian Dollar

Exercise price

AUD 0.1000

Expiry date

Friday November 17, 2023

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) to be issued for every one option exercised.

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 ASX announcement 22 September 2020. Prospectus for offer of the shares and options expected to be issued on or about 20 October 2020.

Part 5C - Timetable

5C.1 Lodgement date of +disclosure document or +PDS with ASIC

Wednesday October 21, 2020

5C.2 Date when +disclosure document or +PDS and acceptance forms will be made available to investors

Thursday October 22, 2020

5C.3 Offer open date

Wednesday October 21, 2020

5C.4 Closing date for receipt of acceptances

Tuesday November 10, 2020

5C.6 Proposed +issue date

Tuesday November 17, 2020

Part 5D - Listing Rule requirements

5D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No

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5D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

5D.1b ( i ) How many +securities are proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1?

Maximum of 22,727,272 ordinary shares (assuming $500k in oversubscriptions)

Maximum of 11,363,636 free attaching options (assuming $500k in oversubscriptions)

5D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

5D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No

Part 5E - Fees and expenses

5E.1 Will there be a lead manager or broker to the proposed offer? Yes

5E.1a Who is the lead manager/broker?

CPS Capital Group Pty Ltd

5E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

6% fee of all funds raised under the Offer

5E.2 Is the proposed offer to be underwritten? No

5E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No

5E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer

Part 5F - Further Information

5F.01 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

To fund exploration activities at the Company's Mannar Island Project.

5F.1 Will the entity be changing its dividend/distribution policy if the proposed offer is successful? No

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5F.2 Please explain the entity's allocation policy for the offer, including whether or not acceptances from existing +security holders will be given priority

The SPP Offer will only be available to eligible shareholders as at the record date of 21 September 2020. Eligible shareholders can apply for a minimum parcel of shares of $2,000 to a maximum parcel of shares of $30,000.

5F.3 URL on the entity's website where investors can download the +disclosure document or +PDS

Prospectus for the Offer is expected to be issued on or about 20 October 2020.

5F.4 Any other information the entity wishes to provide about the proposed offer

The SPP Offer is being made to eligible shareholders as at the record date of 21 September 2020 on the same terms as the Placement announced on 22 September 2020. The SPP Offer will be issued using the Company's existing ASX Listing Rule 7.1 capacity, as such the Company will not be relying on ASIC Corporations (Share and Interest Purchase Plan) Instrument 2019/547.

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