TITANIUM SANDS LIMITED — Interim / Quarterly Report 2015

Jan 28, 2016

29 January 2016

==> picture [57 x 46] intentionally omitted <==

QUARTERLY OPERATIONS REPORT TO 31 DECEMBER 2015

SRI LANKAN MINERAL SANDS PROJECT

During the quarter, Windimurra Vanadium Limited (“ Company ” or “ WVL ”) progressed the transaction for its proposed acquisition of 100% of the issued capital of Srinel Holdings Limited (“ Srinel ”) pursuant to the Option Deed between the Company and Cuprum Holdings Limited (“ Cuprum ”).

Subsequent to the end of the quarter and as announced on 29 January 2016, the Company and Cuprum have entered into an Amended and Restated Option Deed (“ Amended Option Deed ”) to include an expanded project area, as well as to revise the consideration payable to Cuprum.

Srinel has subsequently re-structured the mining tenements held by its subsidiaries and Srinel, via its subsidiaries, now holds exploration licences and applications for exploration licences over the 348 square kilometres previously contemplated by the Original Option Deed, together with an application for an exploration licence over a new 42 square kilometre area on Mannar Island, Sri Lanka (collectively, the “ Tenements ”).

The Company and Cuprum have therefore entered into the Amended Option Deed to acknowledge the expanded area contemplated by the Tenements, as well as to revise the consideration payable to Cuprum.

The Company is now working towards finalising its notice of meeting to obtain the required shareholder approvals to complete the acquisition.

Placement

As announced on 29 January 2016, the Company will undertake a placement to sophisticated investors of 30 million fully paid ordinary shares at $0.007 per Share to raise up to $210,000. Funds raised will be used to provide additional working capital.

WINDIMURRA VANADIUM PROJECT

During the quarter, a review of the Company’s Western Australian mining lease M58/272 was undertaken to consider prospectivity and future exploration activities.

Changes to the Tenement Schedule in the past Quarter

Project	Location	Tenement Number	Economic Entity's Interest at Quarter End	Change in Economic Entity's Interest During Quarter
Windimurra Vanadium Project	Mid-West Region of Western Australia	M58/272	100%	No Change

Windumurra Vanadium Limited ABN 65 009 131 533 Level 24,44 St Georges Tce, Perth WA 6000 Tel: 08 6211 5099 Fax: 08 9218 8875

Appendix 5B Mining exploration entity quarterly report

Rule 5.3

Appendix 5B

Mining exploration entity quarterly report

Introduced 01/07/96 Origin Appendix 8 Amended 01/07/97, 01/07/98, 30/09/01, 01/06/10, 17/12/10

Name of entity

Windimurra Vanadium Limited

ABN 65 009 131 533	Quarter ended (“current quarter”)
65 009 131 533	31 December 2015

Consolidated statement of cash flows

Cash flows related to operating activities 1.1 Receipts from product sales and related debtors 1.2 Payments for (a) exploration & evaluation (b) development (c) production (d) administration 1.3 Dividends received 1.4 Interest and other items of a similar nature received 1.5 Interest and other costs of finance paid 1.6 Income taxes paid 1.7 Other Net Operating Cash Flows	Current quarter $A’000	Year to date (6 months) $A’000
	- (1) - - (109) - - - - -	- (16) - - (46) - 2 - - -
	(110)	(60)
Cash flows related to investing activities 1.8 Payment for purchases of: (a) prospects (b) equity investments (c) other fixed assets 1.9 Proceeds from sale of: (a) prospects (b) equity investments (c) other fixed assets 1.10 Loans to other entities 1.11 Loans repaid by other entities 1.12 Other Net investing cash flows 1.13 Total operating and investing cash flows (carried forward)	- - - - - - - - -	- - - - - - - - -
	-	-
	(110)	(60)

• See chapter 19 for defined terms.

Appendix 5B Page 1

Appendix 5B Mining exploration entity quarterly report

	Current quarter $A’000	Year to date (6 months) $A’000
1.13 Total operating and investing cash flows (brought forward)	(110)	(60)
Cash flows related to financing activities 1.14 Proceeds from issues of shares, options, etc. 1.15 Proceeds from sale of forfeited shares 1.16 Proceeds from borrowings 1.17 Repayment of borrowings 1.18 Dividends paid 1.19 Other: Net financing cash flows	- - - - -	- - - - - -
	-	-
Net increase (decrease) in cash held 1.20 Cash at beginning of quarter/year to date 1.21 Exchange rate adjustments to item 1.20 1.22 Cash at end of quarter	(110) 114 -	(60) 64 -
	4	4

Payments to directors of the entity and associates of the directors Payments to related entities of the entity and associates of the related entities

1.23 1.24	1.23 1.24	Aggregate amount of payments to the parties included in item 1.2 Aggregate amount of loans to the parties included in item 1.10	Current quarter $A'000
			55
			-
1.25 Explanation necessaryforanunderstanding ofthe transactions 1. Director fees; 2. Consultancy fees; and 3. Reimbursements. Includes amounts paid to entities associatedwiththeDirectors’. Non-cash financing and investing activities 2.1 Details of financing and investing transactions which have had a material effect on consolidated assets andliabilities but didnotinvolve cash flows NIL 2.2 Details of outlays made by other entities to establish or increase their share in projects in whichthereporting entityhas an interest NIL		Explanation necessaryforanunderstanding ofthe transactions
		1. Director fees; 2. Consultancy fees; and 3. Reimbursements. Includes amounts paid to entities associatedwiththeDirectors’.
	NIL
	Details of outlays made by other entities to establish or increase their share in projects in whichthereporting entityhas an interest
	NIL

• See chapter 19 for defined terms.

Appendix 5B Page 2

Appendix 5B Mining exploration entity quarterly report

Financing facilities available

Add notes as necessary for an understanding of the position.

3.1 Loan facilities 3.2 Credit standby arrangements	Amount available $A’000	Amount used $A’000
	-	-
	-	-

Estimated cash outflows for next quarter

4.1 Exploration and evaluation 4.2 Development 4.3 Production 4.4 Administration	$A’000
	84
	-
	-
	109
Total	193

Reconciliation of cash

Reconciliation of cash at the end of the quarter (as	Reconciliation of cash at the end of the quarter (as
shown	in the consolidated statement of cash	Current quarter	Previous quarter
flows)	to the related items in the accounts is as	$A’000	$A’000
follows.
5.1	Cash on hand and at bank	4	114
5.2	Deposits at call	-	-
5.3	Bank overdraft	-	-
5.4	Other (provide details) – Term Deposit	-	-
	Total: cash at end of quarter(item 1.22)	4	114

Changes in interests in mining tenements

6.1 Interests in mining tenements relinquished, reduced or lapsed 6.2 Interests in mining tenements acquired or increased	Tenement reference	Nature of interest (note (2))	Interest at beginning ofquarter	Interest at end of quarter
	Nil
	Nil

• See chapter 19 for defined terms.

Appendix 5B Page 3

Appendix 5B Mining exploration entity quarterly report

Issued and quoted securities at end of current quarter

Description includes rate of interest and any redemption or conversion rights together with prices and dates.

	Total number	Number quoted	Issue price per security (see note 3) (cents)	Amount paid up per security (see note 3) (cents)
7.1 Preference +securities (description) 7.2 Changes during quarter (a) Increases through issues (b) Decreases through returns of capital, buy- backs, redemptions	Nil	Nil
7.3 +Ordinary securities 7.4 Changes during quarter (a) Increases through issues (b) Decreases through returns of capital, buy-backs	Nil	Nil
7.5 +Convertible debt securities (description) 7.6 Changes during quarter (a) Increases through issues (b) Decreases through securities matured, converted	Nil	Nil
7.7 Options (description and conversion factor) 7.8 Issued during quarter 7.9 Exercised during quarter 7.10 Expired during quarter	Nil	Nil
7.11 Debentures (totals only)	Nil	Nil
7.12 Unsecured notes (totals only)	Nil	Nil

• See chapter 19 for defined terms.

Appendix 5B Page 4

Appendix 5B Mining exploration entity quarterly report

Compliance statement

• 1 This statement has been prepared under accounting policies which comply with accounting standards as defined in the Corporations Act or other standards acceptable to ASX (see note 5).

• 2 This statement does give a true and fair view of the matters disclosed.

Sign here: (Director) Print name: Jason Ferris

Date: 29[th] January 2016

Notes

• 1 The quarterly report provides a basis for informing the market how the entity’s activities have been financed for the past quarter and the effect on its cash position. An entity wanting to disclose additional information is encouraged to do so, in a note or notes attached to this report.

• 2 The “Nature of interest” (items 6.1 and 6.2) includes options in respect of interests in mining tenements acquired, exercised or lapsed during the reporting period. If the entity is involved in a joint venture agreement and there are conditions precedent which will change its percentage interest in a mining tenement, it should disclose the change of percentage interest and conditions precedent in the list required for items 6.1 and 6.2.

• 3 Issued and quoted securities The issue price and amount paid up is not required in items 7.1 and 7.3 for fully paid securities .

• 4 The definitions in, and provisions of, AASB 6: Exploration for and Evaluation of Mineral Resources and AASB 107: Statement of Cash Flows apply to this report.

• 5 Accounting Standards ASX will accept, for example, the use of International Financial Reporting Standards for foreign entities. If the standards used do not address a topic, the Australian standard on that topic (if any) must be complied with.

== == == == ==

• See chapter 19 for defined terms.

Appendix 5B Page 5