White Mountain Titanium (WMTM) 10-Q 2013 Q2 Quarterly report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period endedJune 30, 2013

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

For the transition period from _____________ to _______________

Commission File Number 333-129347

WHITE MOUNTAIN TITANIUM CORPORATION
(Name of small business issuer in its charter)

NEVADA	87-0577390
(State of incorporation or organization)	(IRS Identification No.)

Augusto Leguia 100, Oficina 1401
Las Condes, Santiago
Chile
(Address of principal executive offices)

(56) 22 657-1800
(Issuer’s telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed under Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [ x ] No [   ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [ x ] No [   ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer [   ]	Accelerated Filer [   ]
Non-Accelerated Filer [   ] (Do not check if a smaller reporting company)	Smaller Reporting Company [ x ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [   ] No [ x ]

68,141,107 shares of the issuer’s common stock, $.001 par value, were outstanding at August 7, 2013.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION	3
Item 1. Financial Statements	3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3. Quantitative and Qualitative Disclosures About Market Risk	21
Item 4. Controls and Procedures	21
PART II. OTHER INFORMATION	22
Item 1A. Risk Factors	22
Item 6. Exhibits	22

2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

WHITE MOUNTAIN TITANIUM CORPORATION

(An Exploration Stage Company)

Condensed Consolidated Balance Sheets

(Unaudited - Expressed in US dollars)

As at		June 30, 2013			December 31, 2012
Assets
Current
Cash and cash equivalents	$	1,771,094		$	1,126,720
Prepaid expenses		75,676			93,775
Receivables		26,507			64,847
Total Current Assets		1,873,277			1,285,342
Property and Equipment(Note 3)		152,182			180,044
Mineral Properties(Note 4)		651,950			651,950
Technology Rights(Note 5)		1,944,442			2,099,998
Total Assets	$	4,621,851		$	4,217,334
Liabilities
Current
Accounts payable and accrued liabilities	$	203,355		$	311,602
Stockholders’ Equity
Preferred Stock and Paid-in Capital in Excess      of $0.001 Par Value(Note 6(a))      20,000,000 (December 31, 2012: 20,000,000) shares authorized      Nil (December 31, 2012 – Nil) shares issued and outstanding		-			-
Common Stock and Paid-in Capital in Excess      of $0.001 Par Value(Note 6(b))      100,000,000 shares authorized      68,141,107 (December 31, 2012 – 63,836,689) shares issued and outstanding		50,039,931			47,194,724
Deficit Accumulated During the Exploration Stage		(45,621,435	)		(43,288,992	)
Total Stockholders’ Equity		4,418,496			3,905,732
Total Liabilities and Stockholders’ Equity	$	4,621,851		$	4,217,334

See notes to the unaudited condensed consolidated financial statements.

3

WHITE MOUNTAIN TITANIUM CORPORATION

(An Exploration Stage Company)

Condensed Consolidated Statements of Operations

(Unaudited - Expressed in US dollars)

													Cumulative
													Period from
													Inception on
													November 13,
													2001 through
		Three months ended June 30,						Six months ended June 30,					June 30,
		2013			2012			2013			2012		2013
Expenses
Advertising and promotion	$	6,927		$	22,114		$	17,174		$	33,529 $		515,985
Amortization		92,058			102,537			184,613			201,760		1,165,386
Bank charges and interest		5,239			11,779			10,266			19,030		109,216
Consulting fees(Note 6(d))		23,645			54,152			62,240			254,466		3,104,278
Consulting fees – directors and officers(Note 6(d))		101,226			100,200			202,767			808,125		8,614,758
Engineering consulting		-			-			-			-		711,084
Exploration(Note 4)		374,371			1,254,762			948,128			2,068,927		12,407,737
Filing fees		15,462			(11	)		20,685			1,898		103,042
Insurance		11,637			10,829			21,901			24,765		416,665
Investor relations		7,500			18,000			7,500			30,000		898,164
Licenses, taxes and filing fees, net		-			-			-			-		379,947
Management fees(Note 6(d))		101,228			101,228			202,456			530,956		4,385,045
Office(Note 6(d))		10,407			25,657			55,066			252,519		840,417
Professional fees		52,294			71,805			120,044			140,957		2,500,355
Rent		41,017			40,116			81,906			75,265		823,246
Research and development(Note 5)		83,884			204,599			251,701			307,574		1,002,837
Telephone		9,620			10,503			14,517			16,203		188,226
Transfer agent fees		680			2,392			2,508			4,154		37,870
Travel and vehicle		43,892			92,349			86,769			141,745		1,716,937
Loss Before Other Items		(981,087	)		(2,123,011	))		(2,290,241	)		(4,911,873	)	(39,921,195	)
Gain on Sale of Marketable Securities		-			-			-			-		87,217
Loss on Sale of Assets		-			-			-			-		(19,176	)
Adjustment to Market for Marketable
Securities		-			-			-			-		(67,922	)
Foreign Exchange		(10,738	)		(93,767	))		(42,241	)		(164,730	)	(846,318	)
Interest Income		9			901			39			901		363,470
Dividend Income		-			-			-			-		4,597
Change in Fair Value of Warrants		-			-			-			-		(2,748,999	)
Change in Fair Value of Preferred Stock		-			-			-			-		(240,000	)
Financing Agreement Penalty		-			-			-			-		(330,000	)
Net Loss and Comprehensive Loss forPeriod		(991,816	)		(2,215,877	)		(2,332,443	)		(5,075,702	)	(43,718,326	)
Preferred stock dividends		-			-			-			-		(1,537,500	)
Net Loss Available for Distribution	$	(991,816	)	$	(2,215,877	)	$	(2,332,443	)	$	(5,075,702	) $	(45,255,826	)
Basic and Diluted Loss Per CommonShare(Note 7)	$	(0.01	)	$	(0.04	)	$	(0.04	)	$	(0.09	)
Weighted Average Number of Shares ofCommon Stock Outstanding		68,141,107			59,348,656			66,562,820			59,058,868

See notes to the unaudited condensed consolidated financial statements.

4

WHITE MOUNTAIN TITANIUM CORPORATION

(An Exploration Stage Company)

Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

(Unaudited - Expressed in US dollars)

			Common			Preferred
			Stock			Stock
			and Paid-In			and Paid-in					Total
	Shares of		Capital in	Shares of		Capital in					Stockholders’
	Common		Excess of	Preferred		Excess of		Accumulated			Equity
	Stock		Par Value	Stock		Par Value		Deficit			(Deficit)
Balance, December 31, 2011	58,490,941	$	39,865,402	-	$	-	$	(34,848,633	)	$	5,016,769
Stock-based compensation(Note6(d))	-		261,212	-		-		-			261,212
Shares issued for cash
Private placement (Note 6(b))	3,736,248		5,275,555	-		-		-			5,275,555
Common stock issued for services(Note 6(b))	584,500		1,280,055	-		-		-			1,280,055
Warrants exercised(Note 6(e))	235,000		117,500	-		-		-			117,500
Stock options exercised(Note 6(c))	790,000		395,000	-		-		-			395,000
Net loss for the year	-		-	-		-		(8,440,359	)		(8,440,359	)
Balance, December 31, 2012	63,836,689		47,194,724	-		-		(43,288,992	)		3,905,732
Stock-based compensation(Note6(d))			82,456	-		-		-			82,456
Shares issued for cashPrivate placement (Note 6(b))	4,304,418		2,762,751	-		-		-			2,762,751
Net loss for the period	-		-	-		-		(2,332,443	)		(2,332,443	)
Balance, June 30, 2013	68,141,107	$	50,039,931	-	$	-	$	(45,621,435	)	$	4,418,496

See notes to the unaudited condensed consolidated financial statements.

5

WHITE MOUNTAIN TITANIUM CORPORATION

(An Exploration Stage Company)

Condensed Consolidated Statements of Cash Flows

(Unaudited - Expressed in US dollars)

								Cumulative Period
								from Inception on
								November 13,
								2001 through
		Six months ended June 30,						June 30,
		2013			2012			2013
Operating Activities
Net loss for period	$	(2,332,443	)	$	(5,075,702	)	$	(43,718,326	)
Items not involving cash
Amortization		184,613			201,760			1,165,386
Stock-based compensation		82,456			82,456			3,840,385
Loss on sale of assets		-			-			19,176
Common stock issued for services		-			1,280,055			7,921,335
Change in fair value of warrants		-			-			2,748,999
Change in fair value of preferred stock		-			-			240,000
Financing agreement penalty		-			-			330,000
Adjustment to market for marketable securities		-			-			67,922
Gain on sale of marketable securities		-			-			(87,217	)
Non-cash exploration expenditures		-			-			600,000
Changes in non-cash working capital
Prepaid expenses		18,099			(28,993	)		(84,977	)
Receivables		38,340			(75,491	)		(19,225	)
Marketable securities		-			-			19,295
Accounts payable and accrued liabilities		(108,247	)		68,819			137,509
Cash Used in Operating Activities		(2,117,182	)		(3,547,096	)		(26,819,738	)
Investing Activities
Additions to property and equipment		(1,195	)		(109,848	)		(467,406	)
Additions to mineral properties		-			-			(651,950	)
Cash Used in Investing Activities		(1,195	)		(109,848	)		(1,119,356	)
Financing Activities
Repayment of long-term debt		-			-			(100,000	)
Issuance of preferred stock for cash		-			-			5,000,000
Issuance of common stock for cash		2,762,751			2,563,055			24,556,352
Stock subscriptions received		-			-			263,500
Working capital acquired on acquisition		-			-			171
Cash Provided by Financing Activities		2,762,751			2,563,055			29,720,023
Foreign Exchange Effect on Cash		-			-			(9,835	)
Inflow (Outflow) of Cash and Cash Equivalents		644,374			(1,093,889	)		1,771,094
Cash and Cash Equivalents, Beginning of Period		1,126,720			1,983,725			-
Cash and Cash Equivalents, End of Period	$	1,771,094		$	889,836		$	1,771,094
Supplemental Cash Flow Information
Common shares issued for settlement of debt	$	-		$	-		$	830,000
Common shares issued to acquire technology	$	-		$	-		$	2,800,000
Common shares issued for preferred stock	$	-		$	-		$	740,000

See notes to the unaudited condensed consolidated financial statements.

6

WHITE MOUNTAIN TITANIUM CORPORATION

(An Exploration Stage Company)

Notes to Condensed Consolidated Financial Statements

Six months ended June 30, 2013

(Unaudited - Expressed in US dollars)

1.	NATURE OF BUSINESS AND BASIS OF PRESENTATION AND GOING CONCERN
	White Mountain Titanium Corporation (the “Company”) is in the business of exploring for titanium deposits or reserves on its Cerro Blanco mining concessions. The Company is an exploration stage company and its principal business is to advance exploration and development activities on the Cerro Blanco rutile (titanium dioxide) Property (“Cerro Blanco”) located in Region III of northern Chile.
	The accompanying condensed consolidated financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at June 30, 2013, and for the period then ended, have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted. It is suggested that these unaudited consolidated condensed financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s December 31, 2012, annual report on Form 10-K filed with the United States Securities and Exchange Commission (“SEC”) on March 15, 2013. The organization and business of the Company, accounting policies followed by the Company and other information are contained in the notes to the Company’s audited consolidated financial statements for the year ended December 31, 2012 filed as part of the Company’s December 31, 2012 Form 10-K. The results of operations for the period ended June 30, 2013 are not necessarily indicative of the operating results for the full year.
	These condensed consolidated financial statements have been prepared by management on the basis of U.S. GAAP applicable to a going concern, which assumes the Company will continue to operate for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations. The Company has an accumulated deficit of $45,621,435 at June 30, 2013 (December 31, 2012 - $43,288,992), has not yet commenced revenue-producing operations, and has significant expenditure requirements to continue to advance its exploration and development activities on the Cerro Blanco property and its Chinuka process technology. During the six months ended June 30, 2013, the Company closed the first tranche of a private placement for gross proceeds of $3,013,100 (Note 6). Management intends to raise additional capital through stock issuances to finance operations. However, there is no assurance that management will be successful in its future financing activities.
2.	FINANCIAL INSTRUMENTS AND RISKS
	The Company has classified its financial instruments as follows:

	Cash and cash equivalents – as held-for-trading Receivables – as loans and receivables
	Accounts payable and accrued liabilities – as other financial liabilities.
(a)	Fair value
	The Company’s financial instruments consist of cash and cash equivalents, receivables, and accounts payable and accrued liabilities. The carrying amounts of these instruments approximate their respective fair values due to the short maturities of these instruments. The three levels of the fair value hierarchy are described below:

- Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities; 
- Level 2 - inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and 
-  Level 3 - inputs for the asset or liability that are not based on observable market data (unobservable inputs).

WHITE MOUNTAIN TITANIUM CORPORATION

(An Exploration Stage Company)

Notes to Condensed Consolidated Financial Statements

Six months ended June 30, 2013

(Unaudited - Expressed in US dollars)

2.	FINANCIAL INSTRUMENTS AND RISKS(Continued)
	(b)	Credit risk
		Credit risk is the risk that a counterparty to a financial instrument will fail to discharge its contractual obligations.
		The Company mitigates credit risk, in respect of cash and cash equivalents, by purchasing highly liquid, short-term guaranteed investment certificates (“GIC”) held at a high credit quality Canadian financial institution and by maintaining its cash with high credit quality Canadian and Chilean financial institutions. The receivables consist of GST due from the Government of Canada and expenditure advances to a director.

		June 30,		December 31,
		2013		2012
Cash	$	1,771,094	$	873,258
GICs		-		253,462
	$	1,771,094	$	1,126,720

(c)	Liquidity risk
	Liquidity risk is the risk that the Company will encounter difficulty in satisfying financial obligations as they become due. The Company manages its liquidity risk by forecasting cash flows required for operations and anticipated investing and financing activities. The Company’s cash and cash equivalents at June 30, 2013 and December 31, 2012 totaled $1,771,094 and $1,126,720, respectively. At June 30, 2013 and December 31, 2012, the Company had accounts payable and accrued liabilities of $203,355 and $311,602, respectively, all of which fall due in the next fiscal quarter.
(d)	Market risk
	Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices. Market risk comprises three types of risk: interest rate risk, foreign currency risk and other price risk.
	(i)	Interest rate risk
		Interest rate risk consists of two components:
		(a)	To the extent that payments made or received on the Company’s monetary assets and liabilities are affected by changes in the prevailing market interest rates, the Company is exposed to interest rate cash flow risk.
		(b)	To the extent that changes in prevailing market interest rates differ from the interest rate in the Company’s monetary assets and liabilities, the Company is exposed to interest rate price risk.

8

WHITE MOUNTAIN TITANIUM CORPORATION

(An Exploration Stage Company)

Notes to Condensed Consolidated Financial Statements

Six months ended June 30, 2013

(Unaudited - Expressed in US dollars)

2.	FINANCIAL INSTRUMENTS AND RISKS(Continued)
	(d)	Market risk (Continued)
		(i)	Interest rate risk (Continued)
			The Company’s cash and cash equivalents consist of cash held in bank accounts and variable rate GICs. Due to the short-term nature of these financial instruments, fluctuations in market interest rates do not have a significant impact on estimated fair values and on cash flows associated with the interest income as of June 30, 2013.
		(ii)	Foreign currency risk
			The Company is exposed to foreign currency risk to the extent expenditures incurred or funds received and balances maintained by the Company are denominated in currencies other than the US dollar (primarily Canadian dollars (“CAD”) and Chilean pesos (“CLP”)). As at June 30, 2013, the Company has net monetary assets of $38,995 (December 31, 2012 - $60,846) denominated in CAD and net monetary liabilities of $2,353 (December 31, 2012 – $131,017) in CLP.
			As at June 30, 2013, the Company’s sensitivity analysis suggests that a change in the absolute rate of exchange in CAD by 7% and CLP by 9% will not have a material effect on the Company’s business, financial condition and results of operations.
			The Company has not entered into any foreign currency contracts to mitigate this risk.
		(iii)	Other price risk
			Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices, other than those arising from interest rate risk or foreign currency risk. The Company is not exposed to other price risk.

9

WHITE MOUNTAIN TITANIUM CORPORATION

(An Exploration Stage Company)

Notes to Condensed Consolidated Financial Statements

Six months ended June 30, 2013

(Unaudited - Expressed in US dollars)

3. PROPERTY AND EQUIPMENT

		June 30, 2013
				Accumulated
		Cost		Amortization		Net
Vehicles	$	129,439	$	85,007	$	44,432
Office furniture		53,843		24,355		29,488
Office equipment		32,007		16,515		15,492
Computer equipment		9,390		8,197		1,193
Computer software		68,556		39,651		28,905
Field equipment		122,360		89,688		32,672
	$	415,595	$	263,413	$	152,182

		December 31, 2012
				Accumulated
		Cost		Amortization		Net
Vehicles	$	129,439	$	79,291	$	50,148
Office furniture		53,843		20,363		33,480
Office equipment		32,007		14,283		17,724
Computer equipment		8,197		8,036		161
Computer software		68,556		28,323		40,233
Field equipment		122,360		84,062		38,298
	$	414,402	$	234,358	$	180,044

4.	MINERAL PROPERTIES
	Cerro Blanco
	On September 5, 2003, the Company, through its wholly-owned Chilean subsidiary, White Mountain Chile, entered into a purchase agreement with Compañía Contractual Mineral Ojos del Salado (“Ojos del Salado”), a wholly- owned Chilean subsidiary of Phelps Dodge Corporation, to acquire a 100% interest in nine exploration mining concessions totaling 1,183 hectares, collectively known as Cerro Blanco. Cerro Blanco is located in Region III of northern Chile, approximately 39 kilometers, or 24 miles, west of the city of Vallenar. Consideration for the purchase, including legal fees, was $651,950.

10

WHITE MOUNTAIN TITANIUM CORPORATION

(An Exploration Stage Company)

Notes to Condensed Consolidated Financial Statements

Six months ended June 30, 2013

(Unaudited - Expressed in US dollars)

4. MINERAL PROPERTIES (Continued)

Cerro Blanco (Continued)

The purchase agreement covering Cerro Blanco was originally entered into between Ojos del Salado and Dorado Mineral Resources NL (“Dorado”) on March 17, 2000. Under that agreement, Dorado purchased the mining exploitation concessions from Ojos del Salado for $1,000,000, of which $350,000 was paid. A first mortgage and prohibitions against entering into other contracts regarding mining concessions without the prior written consent of Ojos del Salado had also been established in favor of Ojos del Salado. On September 5, 2003, White Mountain Chile assumed Dorado’s obligations under the purchase agreement, including the mortgage and prohibitions, with payment terms as described above.

La Martina

As a result of regional exploration carried out in January 2013, a new rutile prospect named La Martina has been discovered and staked in the Atacama, or Region III, geographic region of northern Chile. La Martina, which is located approximately 45 kilometres west-south-west of the City of Vallenar and 17 kilometres south-west of the Cerro Blanco project, consists of six registered exploration concessions. These concessions cover an area of 1,288 hectares, comparable in size to the area covering the current eight known prospects at Cerro Blanco. Alteration and mineralization at La Martina is similar to that observed on the Cerro Blanco project. Concession fees and other costs incurred in staking the property have been expensed.

Ownership in mineral properties involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequent, ambiguous conveyance history characteristic of mineral properties. The Company has investigated ownership of its mineral properties, and to the best of its knowledge, ownership of its interests is in good standing. At present, the Company has determined that it has no material asset retirement obligations.

Exploration expenditures incurred by the Company during the six months ended June 30, 2013 and 2012 were as follows:

		2013		2012
Assaying	$	810	$	12,940
Concession fees		93,505		93,226
Drilling		-		178,038
Environmental		299,251		253,645
Equipment rental		46,825		101,508
Geological consulting fees		46,699		831,027
Maps and miscellaneous		-		33,239
Site costs		449,543		533,674
Transportation		11,495		31,630
Exploration expenditures for period	$	948,128	$	2,068,927

11

WHITE MOUNTAIN TITANIUM CORPORATION

(An Exploration Stage Company)

Notes to Condensed Consolidated Financial Statements

Six months ended June 30, 2013

(Unaudited - Expressed in US dollars)

5.	TECHNOLOGY RIGHTS
	On October 1, 2010, the Company issued 4,000,000 shares of common stock pursuant to the terms of the non- exclusive, sublicensing agreement of the titanium metal technology developed by Chinuka Limited plc (“Chinuka” or the “Chinuka Process”), giving the Company access to the Chinuka Process for the Cerro Blanco project. La Serena Technologies Ltd. (“La Serena”) executed the sublicensing agreement as holder of the Chinuka Process master license. Four million restricted shares of common stock were issued to Chinuka and La Serena (800,000 to Chinuka and 3,200,000 to La Serena); 1,000,000 of the total were delivered at the time of signing of the agreement (500,000 shares released each to Chinuka and La Serena). The balance of common stock was to be released from escrow over 24 months at the end of each subsequent fiscal quarter on the basis of 37,500 to Chinuka and 337,500 to La Serena. As of June 30, 2013, all shares had been released (December, 31, 2012 – nil shares in escrow). The Company may terminate the sublicense agreement under certain circumstances as stipulated in the agreement. La Serena may terminate the agreement if any of the following conditions are not met:
		Cumulative expenditures of $5,000,000 by the Company within five years of the effective date to advance development of the Chinuka Process towards commercialization (cumulative expenditures to June 30, 2013: $1,002,837);
		2% gross royalty payments to La Serena on any revenue generated by the Cerro Blanco project, which is attributable to the Chinuka Process. The gross royalty payments following five years from the effective date of the agreement are subject to a minimum payment of $200,000 per year; and
		Commercial production of titanium metal using the Chinuka Process and feed stock derived from the Cerro Blanco project within nine years after closing.
	The Company has valued the consideration for the technology rights on the basis of the market value of the common shares issued for technology rights on the date of issuance of $2,800,000 and is amortizing over nine years.
	For the six months ended June 30, 2013, amortization of technology rights included in amortization expense is $155,556 (six months ended June 30, 2012 - $155,556).

		June 30, 2013
			Accumulated
		Cost	Amortization		Net
Technology rights	$	2,800,000	855,558	$	1,944,442

		December 31, 2012
			Accumulated
		Cost	Amortization		Net
Technology rights	$	2,800,000	700,002	$	2,099,998

12

WHITE MOUNTAIN TITANIUM CORPORATION

(An Exploration Stage Company)

Notes to Condensed Consolidated Financial Statements

Six months ended June 30, 2013

(Unaudited - Expressed in US dollars)

6. CAPITAL STOCK

(a)	Preferred stock
	During the year ended December 31, 2005, the Company designated shares of Series A preferred stock with a par value of $0.001 per share. Each share of preferred stock was convertible into one common share at any time at the holder’s option, subject to the adjustments to the conversion ratio. The adjustment to the conversion price of these preferred shares is based on the lowest of the share price of any common shares issued, the exercise price of any options granted or reprised, or any preferred shares issued after the issuance of these preferred shares. The preferred stock was unlisted, non-retractable and non-redeemable. The preferred stockholders were entitled to the number of votes equal to the number of whole shares of common stock into which the preferred stock are convertible. The preferred stockholders were further entitled to the same dividends and distributions as the common stockholders.
	On February 4, 2013, the Company filed with the Nevada Secretary of State a Certificate of Withdrawal of Certificate of Designations, Preferences and Rights of the Series A convertible preferred stock. The Company has no shares of Series A convertible preferred stock outstanding or authorized to be issued.
(b)	Common stock
	During the six months ended June 30, 2013, the Company:
		Issued 4,304,418 units for gross proceeds of $3,013,100 by way of a private placement priced at $0.70 per unit. Each unit consisted of one share of common stock and one-half warrant, each whole warrant exercisable at $0.90 per share until July 25, 2014. The Company paid commissions, finders and legal fees of $250,349. In addition, 215,221 compensation warrants were issued to agents. The terms and conditions of the selling agent warrants are essentially identical to the terms and conditions of the warrants sold to investors as part of the units, except that the agent warrants will expire on March 12, 2015.
	During the year ended December 31, 2012, the Company:
		Issued 584,500 shares of common stock to management, employees and consultants for past services at a weighted average fair value of $2.19 per share based on the market value at the time of the director’s approval. Total value of this share issuance was $1,280,055, and has been expensed to management fees, consulting fees, office expenses and consulting fees – directors and officers (Note 6(d)). The shares were granted under the 2010 Management Compensation Plan;
		Issued 235,000 shares on the exercise of warrants at $0.50 per share and a further 790,000 shares of common stock on the exercise of stock options at $0.50 per share;
		Issued 1,536,248 units for gross proceeds of $2,611,622 by way of a private placement priced at $1.70 per unit. Each unit consisted of one share of common stock and one-half warrant, each whole warrant exercisable at $1.70 per share until March 31, 2014. The Company paid commissions of $216,067. In addition, 142,409 compensation warrants were issued to agents. The terms and conditions of the selling agent warrants are essentially identical to the terms and conditions of the warrants sold to investors as part of the Units;
		Issued 1,000,000 shares of common stock at $1.50 per share for gross proceeds of $1,500,000 and paid a finder’s fee of $60,000; and

13

WHITE MOUNTAIN TITANIUM CORPORATION

(An Exploration Stage Company)

Notes to Condensed Consolidated Financial Statements

Six months ended June 30, 2013

(Unaudited - Expressed in US dollars)

6.	CAPITAL STOCK (Continued)
	(b)	Common stock (Continued)
			Issued 1,200,000 shares of common stock at $1.25 per share for gross proceeds of $1,500,000 and paid a finder’s fee of $60,000.

(c)	Stock options
	The Company has a stock option plan, adopted in 2005, and a Stock Option/Stock Issuance Plan, adopted in 2010, (individually the “2005 Plan” and the “2010 Plan”, respectively, and, collectively, the “Plans”). Under the Plans, the Company is authorized to grant options to executive officers and directors, employees and consultants of the Company. The 2005 Plan was originally authorized to grant 3,140,000 shares; the 2010 Plan was originally authorized to issue 4,901,740 shares, which amount is increased at the end of each year to represent 10% of the total outstanding shares at year-end, up to a maximum of 3,800,000. The terms of any stock options granted under the 2005 Plan may not exceed five years and the exercise price of any stock option granted may not be discounted below the maximum discount permitted under the policies of the Toronto Stock Exchange. The terms of any stock options granted under the 2010 Plan may not exceed ten years and the exercise price of any stock option plan is fixed by the plan administrator.
	The Company has also adopted a Management Compensation Plan for the benefit of officers, directors and employees of the Company. The pool will consist of 1% of the outstanding shares at the end of each year.
	During the six months ended June 30, 2013, no stock options were granted.During the year ended December 31, 2012, options for 790,000 shares were exercised for gross proceeds of $395,000, and the Company granted 150,000 stock options to an officer. The options entitle the officer to purchase a total of 150,000 common shares of the Company at the price of $1.30 per common share exercisable for five years.
	The following table represents service-based stock option activity during the six months ended June 30, 2013 and the year ended December 31, 2012:

	June 30, 2013				December 31, 2012
				Weighted Average				Weighted Average
	Number of			Exercise	Number of			Exercise
	Shares			Price	Shares			Price
Outstanding - beginning of period	315,000		$	1.14	1,080,000		$	0.58
Granted	-			-	150,000			1.30
Expired	(165,000	)		1.00	(125,000	)		0.50
Exercised	-			-	(790,000	)		0.50
Outstanding – end of period	150,000		$	1.30	315,000		$	1.14
Exercisable – end of period	150,000		$	1.30	315,000		$	1.14

14

WHITE MOUNTAIN TITANIUM CORPORATION

(An Exploration Stage Company)

Notes to Condensed Consolidated Financial Statements

Six months ended June 30, 2013

(Unaudited - Expressed in US dollars)

6.	CAPITAL STOCK(Continued)
	(c)	Stock options (Continued)
		As at June 30, 2013 and December 31, 2012, the following stock options were outstanding:

		Exercise	June 30,	December 31,
Expiry Date		Price	2013	2012
June 23, 2013	$	1.00	-	165,000
October 1, 2017	$	1.30	150,000	150,000
			150,000	315,000

The 150,000 shares under option at June 30, 2013 were exercisable at a price of $1.30 per share and had a weighted average remaining contractual life of 4.26 years.

The shares under option at December 31, 2012 were in the following exercise price ranges:

				Weighted Average
Weighted Average	Number of Shares		Aggregate Intrinsic	Remaining Contractual
Exercise Price	under Option		Value	Life in Years
$ 1.00	165,000	$	-	0.23
1.30	150,000		-	4.51
$ 1.14	315,000	$	-	2.27

(d)	Stock-based compensation
	During the six months ended June 30, 2013, $82,456 (2012 - $82,456) was recognized as stock-based compensation for the 2,000,000 management warrants issued to directors and officers in 2010 (Note 6(e)). The maximum stock-based compensation to be recognized is $944,959. The remaining unamortized balance of $389,085 (December 31, 2012 - $471,541) will be amortized through December 2015. These warrants were fair valued using a trinomial barrier pricing model with the following weighted average assumptions: exercise price of $1.50, risk-free interest rate of 1.89%, expected life of 3.4 years, an expected volatility factor of 75.90%, a dividend yield of 0.00% and a probability exercisability of 11%. The Company estimated the exercisability of these warrants using a Monte Carlo probability calculator.
	During the year ended December 31, 2012, the Company issued 584,500 shares of common stock at a fair value of $1,280,055 to management, employees and consultants, under the 2010 Management Compensation Plan. No such issuance was made during the six months ended June 30, 2013.

15

WHITE MOUNTAIN TITANIUM CORPORATION

(An Exploration Stage Company)

Notes to Condensed Consolidated Financial Statements

Six months ended June 30, 2013

(Unaudited - Expressed in US dollars)

6.	CAPITAL STOCK(Continued)
	(d)	Stock-based compensation (Continued)
		The total stock-based compensation recognized for shares issued and warrants granted for services for the six months ended June 30, 2013 and 2012 was as follows:

		2013		2012
Consulting fees	$	-	$	153,300
Consulting fees – directors and officers		-		607,725
Management fees		82,456		410,956
Office		-		190,530
	$	82,456	$	1,362,511

(e)	Warrants
	During the year ended December 31, 2010, the Company issued 2,000,000 warrants to two officers and directors of the Company as compensation, as approved by the Board in January 2010 (Note 6(d)). These warrants are exercisable at $1.50 per share expiring December 31, 2015. These warrants vest only upon occurrence of one of the following events and are exercisable in full upon the first of the following events:
	(i)	If on or before June 30, 2011 the closing price of the common stock of the Company is at least $2.00 per share for five consecutive trading days (this vesting condition was not met);
	(ii)	If on or before December 31, 2012 the closing price of the common stock of the Company is at least $2.50 per share for five consecutive trading days (this vesting condition was not met); and
	(iii)	If on or before December 31, 2015 the closing price of the common stock of the Company is at least $3.00 per share for five consecutive trading days.

These prices are subject to reasonable adjustment upon occurrence of certain conditions, as defined in the warrant indenture.

During the six months ended June 30, 2013, the Company issued warrants to purchase 2,152,216 shares of common stock, as part of a private placement offering (Note 6(b)). Each whole warrant is exercisable at $0.90 per share until July 25, 2014. In addition, 215,221 compensation warrants were issued to agents. The terms and conditions of the selling agent warrants are identical to the terms and conditions of the warrants sold to investors as part of the Units, except that the agent warrants will expire on March 12, 2015.

16

WHITE MOUNTAIN TITANIUM CORPORATION

(An Exploration Stage Company)

Notes to Condensed Consolidated Financial Statements

Six months ended June 30, 2013

(Unaudited - Expressed in US dollars)

6.	CAPITAL STOCK(Continued)
	(e)	Warrants (Continued)
		Details of stock purchase warrant activity is as follows:

	June 30, 2013					December 31, 2012
				Weighted					Weighted
				Average					Average
	Number			Exercise		Number			Exercise
	of Warrants			Price		of Warrants			Price
Outstanding - beginning of period	4,716,917		$	1.22		4,041,383		$	1.07
Issued	2,367,437			0.9		910,534			1.70
Exercised	-			-		(235,000	)		0.50
Expired	(36,000	)		(1.18	)	-			-
Outstanding - end of period	7,048,354		$	1.11		4,716,917		$	1.22

As at June 30, 2013 and December 31, 2012, the following share purchase warrants were outstanding:

			June 30,	December 31,
Expiry Date		Exercise Price	2013	2012
January 19, 2013	$	1.18	-	36,000
December 31, 2013	$	0.65	1,770,383	1,770,383
March 14, 2014	$	1.70	910,534	910,534
July 25, 2014	$	0.90	2,152,216	-
March 12, 2015	$	0.90	215,221	-
December 31, 2015	$	1.50	2,000,000	2,000,000
			7,048,354	4,716,917

7.	LOSS PER SHARE
	Potentially dilutive securities not included in diluted weighted average shares outstanding include shares underlying 150,000 in outstanding options and 7,048,354 warrants.
8.	SUBSEQUENT EVENTS
	Management has evaluated subsequent events through August 7, 2013, which represents the date the consolidated financial statements were issued. The following subsequent events have occurred:
		On July 2, 2013, the Board of Directors, through unanimous written consent, adopted a proposal to amend the Articles of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000 shares and the number of authorized shares of Preferred Stock to 100,000,000 shares, subject to stockholder approval at the Annual General Meeting scheduled to take place on September 5, 2013.

17

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s Discussion and Analysis of Financial Condition and Results of Operations analyze the major elements of our consolidated balance sheets and statements of operations. This section should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2012, and our unaudited interim consolidated condensed financial statements for the six months ended June 30, 2013 and accompanying notes to these financial statements.

Forward Looking Statements

The statements contained in this report that are not historical facts are forward-looking statements that represent management’s beliefs and assumptions based on currently available information. Forward-looking statements include the information concerning our possible or assumed future results of operations, business strategies, need for financing, competitive position, potential growth opportunities, potential operating performance improvements, ability to retain and recruit personnel, the effects of competition and the effects of future legislation or regulations. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believes,” “intends,” “may,” “should,” “anticipates,” “expects,” “could,” “plans,” or comparable terminology or by discussions of strategy or trends. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we cannot give any assurances that these expectations will prove to be correct. Such statements by their nature involve risks and uncertainties that could significantly affect expected results, and actual future results could differ materially from those described in such forward-looking statements.

Among the factors that could cause actual future results to differ materially are the risks and uncertainties discussed in this report. While it is not possible to identify all factors, we continue to face many risks and uncertainties including, but not limited to, the cyclicality of the titanium dioxide industry, global economic and political conditions, global productive capacity, customer inventory levels, changes in product pricing, changes in product costing, changes in foreign currency exchange rates, competitive technology positions and operating interruptions (including, but not limited to, labor disputes, leaks, fires, explosions, unscheduled downtime, transportation interruptions, war and terrorist activities). Mining operations are subject to a variety of existing laws and regulations relating to exploration and development, permitting procedures, safety precautions, property reclamation, employee health and safety, air and water quality standards, pollution and other environmental protection controls, all of which are subject to change and are becoming more stringent and costly to comply with. Should one or more of these risks materialize (or the consequences of such a development worsen), or should the underlying assumptions prove incorrect, actual results could differ materially from those expected. We disclaim any intention or obligation to update publicly or revise such statements whether as a result of new information, future events or otherwise.

There may also be other risks and uncertainties that we are unable to predict at this time or that we do not now expect to have a material adverse impact on our business.

Overview

We are a mineral exploration company. We are progressing in various stages of development on eight natural rutile prospects located on our Cerro Blanco property. The Cerro Blanco project lies near the coast of northern Chile in the southern reaches of the Atacama Region and is approximately 403 miles north of the capital Santiago and approximately nine miles south of the nearest village, Freirina. The region in which the Cerro Blanco project is located has been designated as a mining region and has a history of production and extraction of several minerals including copper, iron and gold. Our project would be the first rutile mine in this region and in the country. Cerro Blanco is located at a maximum elevation of approximately 3,362 feet above sea level and is near the port of Huasco which is approximately 18 miles to the northwest. The site has a nearby power supply and has available adequate road, rail, labor and support services.

We have identified nine natural rutile prospects located on the Cerro Blanco project, designated as the Las Carolinas, La Cantera, Eli, Chascones, Hororio’s Creek, Hippo Ear, Quartz Creek, Algodon and Bono prospects. The last five of these have only recently been located. We presently hold 41 registered mining exploitation concessions and 33 exploration concessions over an area of approximately 17,041 hectares.

We are in the exploration stage, which means we are engaged in the search for mineral deposits or reserves which could be economically and legally extracted or recovered. Our principal business is to explore for and develop natural rutile deposits on our Cerro Blanco mining concessions. Our principal objectives are to advance the Cerro Blanco project towards a final engineering feasibility, to secure off-take contracts for the planned rutile concentrate output, and to secure funding or other arrangements to place the project into production, if warranted. It would be the intention to sell the rutile concentrate to titanium metal and pigment producers. In addition, we continue to fund research and development on the Chinuka Process, which is conducting research into the recovery of feldspar and the production of refined titanium metal from materials sourced from these mining concessions.

18

We have produced no revenues, have experienced losses since inception, have no operations, and currently rely upon the sale of our securities to fund our operations.

Major Developments

Since December 31, 2012, we had the following major developments:

• We proceeded to complete the Environmental Impact Study (“EIS”), which was filed with the Chilean Environmental Authority, Servicio de Evaluación Ambiental (“SEA”) in February 2013. The SEA assessment, with its technical site visits and community public meetings now mostly completed, is entering a phase where detailed written questions relating to the EIS will be directed to the Company for a written response.
  
  We completed the gathering of seasonal baseline data, which had to be supplied in conjunction with a marine concession application to construct a desalination plant. This plant will provide industrial water to the Cerro Blanco project and possibly to other users in the region as well. Process and design engineering work for the planned desalination plant, together with the access license, is being incorporated into the final project engineering design and EIS for submittal to the Chilean mining authorities. In addition, the Company successfully concluded negotiations with six households that would be required to be re-located as part of any production planning.

• We sold 4,304,418 units (the “Units”) by way of a private placement at $0.70 per Unit, with each Unit consisting of one share of common stock and one-half warrant. Each whole warrant entitles the holder to purchase an additional share of common stock at $0.90 per share at any time prior to July 25, 2014. The Company received gross proceeds of $3,013,100 for the sale of these Units and issued 4,304,418 common shares and 2,152,216 warrants. These Units were sold as a part of an offering of up to 14,285,714 Units.
  
  In connection with the sale of these Units, we paid selling commissions in the amount of $210,917 and issued 215,221 placement agent warrants to the placement agent. In addition, $39,425 in other issuance costs was incurred. The terms and conditions of the placement agent warrants are essentially identical to the terms and conditions of the warrants sold to investors as part of the Units, except that the placement agent warrants will expire on March 12, 2015.

• As a result of regional exploration carried out in January 2013, a new rutile prospect named La Martina has been discovered and staked in the Atacama, or Region III, geographic region of northern Chile. The La Martina discovery was made on the basis of regional geological and geophysical magnetic analyses followed up with field reconnaissance, mapping and sampling.
  
  La Martina, which is located approximately 45 kilometres west-south-west of the City of Vallenar and 17 kilometres south-west of the Cerro Blanco project, consists of 6 registered exploration concessions. These concessions cover an area of 1,288 hectares, comparable in size to the area covering the current eight known prospects at Cerro Blanco. Alteration and mineralization at La Martina is similar to that observed on the Cerro Blanco project.

• We have received an update on Company-funded research activities from Chinuka Ltd. (“Chinuka”). In its semi- annual report to the Company, Chinuka provided further evidence of the applicability and capability of the Chinuka Process to treat a range of Cerro Blanco natural rutile concentrates, ilmenite concentrate and combinations of natural rutile and ilmenite concentrates to produce titanium metal. Furthermore, Chinuka reported that it has produced niobium metal from a niobium oxide feedstock using the Chinuka Process. These results demonstrate that the Chinuka Process is not metal specific and holds forth the possibility to adapt the process to produce electro-refined metal from several transition elements which have the capability to form an oxy-carbide.

• We have received an independent, updated Geological Report and Mineral Resource Estimate for our wholly-owned Cerro Blanco project, located in Region III of northern Chile. The report was completed by Behre Dolbear, a U.S. based Minerals Industry Consultant (the “Consultant”), to Canadian National Instrument 43-101 policy standards (“NI 43-101”). The Consultant’s terms of reference were to update the older NI 43-101 Cerro Blanco Property Technical Report, dated February 25, 2008, taking into consideration and accounting for all geological, geophysical, mineralogical, drilling, bulk sampling and associated pilot-plant stage process metallurgical test work that the Company has undertaken since that time.

19

Results of Operations

The Company recorded a net loss of $991,816 and $2,332,443 for three and six months ended June 30, 2013, respectively, ($0.01 and $0.04 per weighted average common share outstanding) compared to a net loss of $2,215,877 and $5,075,702 ($0.04 and $0.09 per share) for the comparative interim periods in 2012.

A few expenses in the six months ended June 30, 2012 were materially affected by the issuance of 584,500 shares of common stock during the first quarter of 2012. These shares were issued to directors, officers, management, employees and consultants. As a result, a total of $1,280,055 was recognized as stock based compensation expense and allocated to Consulting fees, Consulting fees – directors and officers, Management fees and Office. No such share issuance was made in the current interim period. The fluctuations of these expenses for the six month periods are as follows:

• Consulting fees of $62,240 for 2013 as compared to $254,466 for 2012;
• Consulting fees – directors and officers: $202,767 for 2013 as compared to $808,125 for 2012;
• Management fees of $202,456 for 2013 as compared to $530,956 for 2012; and
• Office of $55,066 for 2013 as compared to $252,519 for 2012.

Exploration spending for the three months ended June 30, 2013 totaled $374,371 (YTD: $948,128) (2012: $1,254,762 - YTD: $2,068,927). This is due to the fact that there were no drilling and little geological consulting work undertaken during the current year. As a result, travel and vehicle costs were also less in the current periods (2013: $43,892 - YTD: $86,769; 2012: $92,349 – YTD: $141,745).

Research and development costs were $83,884 for the three months ended June 30, 2013 (YTD: $251,701) (2012: $204,599 - YTD: $307,574). We have renewed our commitment to the Chinuka Process and continue to fund the research activities conducted at the University of Cambridge. The fluctuations in the amount of spending reflect the different level of activities undertaken from time to time.

Foreign exchange loss was $10,738 for the current three month period (YTD: $42,241) (2012: $93,767 – YTD: $164,730), due to the volatility of the U.S. dollar compared to the Chilean Peso and Canadian dollar during the comparable periods.

Liquidity and Cash Flows

As of June 30, 2013, we had working capital of $1,669,922 (December 31, 2012: $973,740), including $1,771,094 (December 31, 2012: $1,126,720) of cash and cash equivalents.

Cash used in operating activities was $2,117,182 for the six months ended June 30, 2013, compared to $3,547,096 for the comparable prior year period. Cash used in investing activities was $1,195 for the six months ended June 30, 2013 (2012: $109,848).

During the six months ended June 30, 2013, we raised a total of $2,762,751 in net cash through financing activities (2012: $2,563,055). We sold 4,304,418 units for gross proceeds of $3,013,100, less commissions, finders’ fees and legal fees of $250,349.

We anticipate that we will need to raise additional funds to meet or exceed the needs of our operations, and we continue to do so actively. We believe that the prospects are such that we will be able to raise sufficient funds; however there are a number of risk factors which will influence our ability to do so, including the state of the capital markets generally, and the market price of our common stock. With the exception of funds on deposit, we have no other sources of committed funds, except for outstanding warrants for which there are no commitment to exercise. The most likely source of new funds would be an equity placement of common shares. We believe that a failure to raise funds in a timely manner would likely delay the achievement of some of the milestones in the engineering and marketing plans, and would delay any decision regarding the viability of operations while likely increasing future costs.

20

Recent Accounting Pronouncements

In January 2013, the FASB issued ASU No. 2013-01Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. ASU 2013-01 clarifies that ordinary trade receivables and receivables are not in the scope of ASU No. 2011-11Balance Sheet (Topic 201): Disclosures about Offsetting Assets and Liabilities. Specifically, ASU 2011-11 applies only to derivatives, repurchase agreements and reverse purchase agreements, and securities borrowing and securities lending transactions that are either offset in accordance with specific criteria contained in the FASB Codification or subject to a master netting arrangement or similar agreement.

An entity is required to apply the amendments in ASU 2013-01 for fiscal years beginning on or after January 1, 2013, and interim periods within those annual periods. An entity should provide the required disclosures retrospectively for all comparative periods presented. The effective date is the same as the effective date of ASU 2011-11. The Company does not expect the adoption of this ASU to have a material impact on the Company’s consolidated financial statements or results of operations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company, we have elected not to provide the disclosure required by this item.

Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 15(d)-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective in ensuring that information required to be disclosed by us in reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (ii) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in internal control over financial reporting

There has been no change in our internal control over financial reporting, as defined in Rules 13a-15(f) of the Exchange Act, during our most recent fiscal quarter ended June 30, 2013, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

21

PART II. OTHER INFORMATION

Item 1A. Risk Factors

See “Item 1A – Risk Factors” as disclosed in Form 10-K as filed with the Securities and Exchange Commission on March 15, 2013.

Item 6. Exhibits

The following exhibits are furnished with this report:

Exhibit No.	Description
31.1	Rule 15d-14(a) Certification by Chief Executive Officer
31.2	Rule 15d-14(a) Certification by Chief Financial Officer
32.1	Section 1350 Certification of Chief Executive Officer
32.2	Section 1350 Certification of Chief Financial Officer
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

22

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	White Mountain Titanium Corporation
Date: August 7, 2013	By	/s/ Michael P. Kurtanjek
		Michael P. Kurtanjek, President and Chief Executive Officer
		(Principal Executive Officer)
Date: August 7, 2013	By	/s/ Lan Shangguan
		Lan Shangguan, Chief Financial Officer
		(Principal Financial Officer)

23