TITANIUM SANDS LIMITED — Capital/Financing Update 2022

Aug 1, 2022

Proposed issue of securities

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Announcement Summary

Entity name

TITANIUM SANDS LIMITED

Announcement Type

New announcement

Date of this announcement

2/8/2022

The Proposed issue is:

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A placement or other type of issue

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
New class-code to be	unlisted options exercisable at $0.023 and expiring 3 years	272,727,274
confirmed	from the date of issue
New class-code to be	unlisted options exercisable at $0.023 and expiring 3 years	40,000,000
confirmed	from the date of issue
TSL	ORDINARY FULLY PAID	136,363,367

Proposed +issue date

5/8/2022

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.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

ABN

Registration Number

65009131533

1.3 ASX issuer code

TSL

1.4 The announcement is

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New announcement

1.5 Date of this announcement

2/8/2022

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 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? Yes

7A.1a Conditions

Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval 22/9/2022 Estimated

Comments

The proposed issue will be using the Company's existing placement capacity under Listing Rule 7.1A for 136,363,637 shares to sophisticated and professional investors. The placement shares also have an entitlement to two free attaching option for every share issued which will be subject to shareholder approval for a total of 272,727,274 options. In addition, 40,000,000 options will be issued to the Lead Manager (or its nominee) subject to shareholder approval.

Part 7B - Issue details

Is the proposed 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)? Existing class

Will the proposed issue of this +security include an offer of attaching +securities? Yes

Details of +securities proposed to be issued

ASX +security code and description

TSL : ORDINARY FULLY PAID

Number of +securities proposed to be issued

136,363,367

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration?

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Yes In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.01100

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

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? No No

ASX +security code +Security description New class-code to be confirmed unlisted options exercisable at $0.023 and expiring 3 years from the date of issue

+Security type

Options

Number of +securities proposed to be issued

272,727,274

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

2 free attaching options for every share subscribed for under the placement

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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

AUD - Australian Dollar

Exercise price Expiry date AUD 0.0230

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.

Is the proposed 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

Will the proposed issue of this +security include an offer of attaching +securities? No

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 ASX that the terms of the proposed +securities are appropriate and equitable under listing rule 6.1? No

Will the entity be seeking quotation of the 'new' class of +securities on ASX? No

ASX +security code

+Security description

New class-code to be confirmed unlisted options exercisable at $0.023 and expiring 3 years from the date of issue

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+Security type

Options

Number of +securities proposed to be issued

40,000,000

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? Yes

In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.00001

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

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Yes

Options details

+Security currency Exercise price Expiry date AUD - Australian Dollar AUD 0.0230

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.

Part 7C - Timetable

7C.1 Proposed +issue date

5/8/2022

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Part 7D - Listing Rule requirements

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7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No

7D.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?

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No

7D.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)? Yes

7D.1c ( i ) How many +securities are proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A?

136,363,637

7D.1c ( ii ) Please explain why the entity has chosen to do a placement rather than a +pro rata issue or an offer under a +security purchase plan in which existing ordinary +security holders would have been eligible to participate

The placement arrangement provided the Company with a timely source of funding. The Company considered that the required timeframe to make either a pro rata issue or an offer under a SPP to existing shareholders was not aligned to the Company's funding requirements.

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No

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? Yes

7E.1a Who is the lead manager/broker?

CPS Capital acted as the sole Lead Manager for the Placement

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

Capital raising fees of 6% on the proceeds raised under the Placement are payable to the Lead Manager, with selling fees to be passed onto other brokers that participated. 40 million New Options will also be issued to the Lead Manager (or its nominee), subject to shareholder approval.

7E.2 Is the proposed issue to be underwritten?

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No

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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

Funds raised from the Placement will be used primarily to fund ongoing and next phase progress on the Company¿s Mannar Island Project in Sri Lanka and for general working capital requirements.

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

Refer to ASX announcement dated 2 August 2022

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of:

The publication of a +disclosure document or +PDS involving the same class of securities as the +securities proposed to be issued that meets the requirements of section 708A(11) or 1012DA(11)

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