Titanium Sands Offers Up to 1.2 Billion New Options Including Bonus and Lead Manager Allocations

Fully Underwritten Options Offer Targets TSLOA Holders

Titanium Sands Limited (ASX:TSL) has rolled out a prospectus dated 9 July 2026 for a fully underwritten offer of up to 242.7 million New Options to holders of its TSLOA Options, which expired on 16 February 2026. The Options are priced at $0.001 each and exercisable at $0.023 with an expiry date of 16 February 2029. Eligible participants can subscribe on a one New Option for every five TSLOA Options basis.

The Options Offer is underwritten by CPS Capital, which will receive a 6% underwriting fee on the gross amount raised. Any shortfall in the offer will be taken up by CPS Capital or sub-underwriters, ensuring the company raises approximately $243,000 before expenses. The underwriting agreement includes termination clauses linked to significant market index falls and company-specific adverse events.

Bonus and Lead Manager Offers Amplify Option Issuance

In addition to the Options Offer, Titanium Sands is issuing a Bonus Offer of up to 970.9 million New Options at no additional cost, granting four free New Options for every New Option subscribed under the Options Offer. This effectively increases the total New Options issued under these offers to over 1.2 billion.

Separately, as part of fees for managing a $1.2 million loan facility secured from sophisticated investors, CPS Capital will receive 60 million New Options at a nominal issue price of $0.00001 per option. This Lead Manager Offer was approved by shareholders on 18 June 2026. The loan carries a 10% annual interest rate and is repayable by 30 December 2026, with conversion rights to shares at $0.005 per share.

Capital Structure and Shareholder Impact

The Offers will not immediately affect Titanium Sands’ share capital, as no shares are issued directly under the prospectus. Shares will only be issued upon exercise of the New Options. The company currently has approximately 2.34 billion shares and 110.5 million options on issue; completion of the Offers will increase total options to around 1.38 billion.

The issuance of New Options introduces potential future dilution if exercised, but the company notes the exercise likelihood depends on share price performance up to 2029. The New Options and resulting shares will rank equally with existing shares.

Comprehensive Risk Disclosures Highlight Sri Lanka and Operational Challenges

The prospectus devotes extensive detail to risk factors, reflecting the speculative nature of mineral exploration and development. Key risks include the uncertainty of proving economically recoverable resources at the Mannar Island Project in Sri Lanka, where Titanium Sands operates. The company faces political unrest, regulatory hurdles, and operational challenges typical of emerging market mining ventures.

Operational risks also encompass infrastructure reliability, environmental approvals, and commodity price volatility, particularly given the company’s exposure to heavy mineral sands prices denominated in US dollars. The company acknowledges the potential for cost overruns, technical difficulties, and the need for further funding, which could dilute existing shareholders.

Governance and Market Details

Directors Lee Christensen, James Searle, and Jason Ferris hold TSLOA Options and will participate in the Offers on the same terms as other eligible participants. The prospectus confirms no material litigation against the company and estimates offer expenses at approximately $42,768.

Titanium Sands plans to list the New Options on ASX, subject to meeting quotation requirements. The company also highlights its continuous disclosure obligations and provides a timetable for the offer, which closes on 13 July 2026, with expected quotation of New Options by 21 July 2026.