World Titanium Resources : Unmarketable Parcel Roundup

5th October 2016‌

Market Announcements Platform Australian Securities Exchange

UNMARKETABLE PARCEL SHARE SALE FACILITY & COMPANY RESTRUCTURE

World Titanium Resources Limited (WTR or Company) is pleased to announce it has established a share sale facility for holders of unmarketable parcels of shares in the Company (Facility).

The ASX listing rules define an unmarketable parcel as those with a market value of less than $500. As at the Record Date, being close of business on 4th October 2016, of the 297 WTR shareholders, 204 holders held an unmarketable parcel of less than 16,129 shares.

WTR is providing the Facility to holders of unmarketable parcels to sell their shares without incurring any costs that could otherwise make a sale of their shares uneconomic. In addition the Company expects to reduce the administrative costs associated with maintaining a large number of small shareholders.

The shares are to be sold on market shortly after the Closing Date and each shareholder will receive their proportionate share of the sale proceeds for all shares sold through the Facility.

A summary of the Key Dates in relation to the Facility is as follows:

Unmarketable Parcels Record Date - 4 October 2016 at close of business Unmarketable Parcels Announcement Date - 5 October 2016 Letter sent to Shareholders holding Unmarketable Parcels - 6 October 2016 Closing Date for receipt of Share Retention Form - 21 November 2016 Unmarketable Parcels Payment Date - expected to be on or about 1 December 2016 WTR INTENDS RESTRUCTURING

The Facility forms part of the WTR Board's plan to demerge the Company and restructure its assets.

Following the close of the AMED Takeover of WTR in March 2016, AMED is the holder of approximately 69.4% of the shares in WTR. As foreshadowed in AMED's Bidder's Statement1, the WTR Board has been re-constituted and the new Board has formed the view that it is in WTR shareholders' best interests for the Company to demerge and restructure its assets.

Full details of the proposed demerger will be provided to Shareholders in a subsequent Notice of Meeting at which the Company will seek shareholder approval for an in-specie distribution of all of the shares it holds in its wholly-owned Mauritian subsidiary, World Titane Holdings Limited, to WTR

1 AMED's Bidder Statement of 18 January, 2016, included statements of intention if it acquired a relevant interest in more than 50% but less than 90% of WTR's shares. Its statement relating to the Directors of WTR was: "AMED Fund II intends, subject to the Corporations Act and WTR's Constitution, to seek to re-constitute the Board of Directors of WTR to reflect AMED Fund II's majority ownership of WTR."

shareholders (In-specie Distribution). World Titane Holdings is the owner of all of the Company's Madagascan project assets (Projects).

Effectively, WTR shareholders will hold their interest in the Projects via World Titane, rather than WTR.

The World Titane shares currently held by the Company are its major asset. As a result of the proposed In-specie Distribution, the Company will hold no assets of value in Australia.

After the In-Specie Distribution, it is the Board's intention to apply for the Company to be delisted from the ASX, and, in due course, to deregister both the Company and its wholly owned Australian subsidiary, WTR Holdings Pty Ltd (ACN 061 662 011).

Implementing the proposed demerger is subject to the Company obtaining the necessary taxation advice and regulatory approvals, and the subsequent Shareholder approval.

Attached is a copy of the letter and the Share Retention Form which will be sent on 6th October 2016 to all shareholders holding an unmarketable parcel of WTR shares on the Record Date.

Yours faithfully

World Titanium Resources Limited

G R Boden

Company Secretary

6th October 2016

Reference No: XXXXXXXXXX

Number of shares at 4 October 2016: XXXXXXX Dear Shareholder

IMPORTANT NOTICE SALE OF YOUR UNMARKETABLE PARCEL OF WORLD TITANIUM RESOURCES LIMITED SHARES

I am writing to advise you that World Titanium Resources (WTR) has established a share sale facility (Facility) for holders of less than 16,129 shares (Unmarketable Parcels).

Following the recent takeover by AMED, and the changes to the Board of WTR has determined to act on Rule 149 of WTR's Constitution, which permits the Company to sell the Unmarketable Parcel shareholdings of minority members.

Minority members are those whose shares are valued in aggregate at less than $500, determined by reference to the WAP (Weighted Average Price) of the sale price of WTR's shares on the Australian Securities Exchange (ASX) during a period of 5 consecutive trading days immediately preceding this Notice, rounded off to the nearest half cent or, if there are no sales of the relevant securities on ASX during that period the sale price which in the opinion of the directors is a fair and reasonable sale price for the relevant securities immediately prior to the relevant Notice Date.

WTR is offering the Facility to assist holders of Unmarketable Parcels to sell their shares. Holders of Unmarketable Parcels who take advantage of the Facility will have their shares sold by WTR (as agent). WTR will pay all costs associated with the sale (although any tax consequences from the sale of your shares will be your responsibility).

Our records show that you hold an Unmarketable Parcel. In accordance with Rule 149 of WTR's Constitution, unless you advise WTR that you do not wish to sell your shares, WTR intends to sell your shares through the Facility. The proceeds of the sale will be sent to you as soon as practicable following the completion of the sale.

WTR INTENDS RESTRUCTURING

The Facility forms part of the WTR Board's plan to demerge the Company and restructure its assets. Following the close of the AMED Takeover of WTR in March 2016, AMED is the holder of approximately 69.4% of the shares in WTR. As foreshadowed in AMED's Bidder's Statement1, the WTR Board has been re-constituted and the new Board has formed the view that it is in WTR shareholders' best interests for the Company to demerge and restructure its assets.

1 AMED's Bidder Statement of 18 January, 2016, included statements of intention if it acquired a relevant interest in more than 50% but less than 90% of WTR's shares. Its statement relating to the Directors of WTR was: "AMED Fund II intends, subject to the Corporations Act and WTR's Constitution, to seek to re-constitute the Board of Directors of WTR to reflect AMED Fund II's majority ownership of WTR."

World Titanium Resources Limited ACN 120 723 426 Registered Office: 15 Lovegrove Close, Mount Claremont, Western Australia, 6010 Australia Tel: [phone] Fax: [phone]

6th October 2016 - 2 -

Full details of the proposed demerger will be provided to Shareholders in a subsequent Notice of Meeting at which the Company will seek shareholder approval for an in-specie distribution of all of the shares it holds in its wholly-owned Mauritian subsidiary, World Titane Holdings Limited, to WTR shareholders (In-specie Distribution). World Titane Holdings is the owner of all of the Company's Madagascan project assets (Projects).

Effectively, WTR shareholders will hold their interest in the Projects via World Titane, rather than WTR.

The World Titane shares currently held by the Company are its major asset. As a result of the proposed In-specie Distribution, the Company will hold no assets of value in Australia.

After the In-Specie Distribution, it is the Board's intention to apply for the Company to be delisted from the ASX, and, in due course, to deregister both the Company and its wholly owned Australian subsidiary, WTR Holdings Pty Ltd (ACN 061 662 011).

Implementing the proposed demerger is subject to the Company obtaining the necessary taxation advice and regulatory approvals, and the subsequent Shareholder approval.

What should you do if you do not wish to sell your shares? If you do not wish to sell your shares through the Facility you must complete and return the enclosed Share Retention Form so that it is received by 4:00pm (WST) on 21st November 2016.

If you want to sell your shares through the Facility you do not need to take any action.

If you need help deciding what to do, or if you require information regarding the financial, legal or tax consequences of participating in the Facility, you should consult your legal, financial or taxation adviser.

This letter sets out further details of the Facility, which you should read before making any decision. You can also contact WTR's share registry, Boardroom Pty Ltd, on [phone] if you have any queries about lodging your notice to exempt form or the practical operation of the Facility.

Yours faithfully

World Titanium Resources Limited

Graeme Boden

Company Secretary