White Mountain Titanium (WMTM) 10-Q/A 2009 Q1 Quarterly report (amended)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A-1

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

For the quarterly period ended March 31, 2009

o 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.)

Enrique Foster Sur 20, Piso 19

Las Condes, Santiago

Chile

(Address of principal executive offices)

(56 2) 231-5780

(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 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 Accelerate 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

32,404,043 shares of the issuer’s common stock, $.001 par value, were outstanding at May 6, 2009.

Transitional Small Business Disclosure Format (Check One) Yes ¨   No x

EXPLANATORY NOTE

The purpose of this Amendment No. 1 is to respond to comments by the staff of the Commission in a letter dated September 3, 2009.

Item 1, FINANCIAL STATEMENTS, has been amended to account for the effects of EITF 07-05 with respect to 7,175,000 warrants previously issued, and which had their exercise price reduced due to anti-dilution provisions, as freestanding derivatives.

In addition, Item 2, MANAGEMENT’S DISCUSSION AND ANALYSIS, has been amended to reflect the changes to the accounting for the warrants.

This Amendment No. 1 continues to speak as of the date of the original Form 10-Q for the quarter ended March 31, 2009, and the Company has not updated or amended the disclosures contained in the amended items to reflect events that have occurred since the filing of the original Form 10-Q, or modified or updated those disclosures in any way other than as described in the preceding paragraph.  Accordingly, this Amendment No. 1 should be read in conjunction with the Company’s filings made with the SEC subsequent to the filing of the original Form 10-Q on May 15, 2009.

PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements

WHITE MOUNTAIN TITANIUM CORPORATION

(An Exploration Stage Company)

Consolidated Balance Sheets

(US Funds)

	March 31,			December 31,
	2009			2008
Assets
Current
Cash and cash equivalents	$	1,079,268		$	1,475,460
Prepaid expenses		70,190			54,530
Receivables		18,377			15,646
Total Current Assets		1,167,835			1,545,636
Property and Equipment (Note 4)		65,536			86,019
Mineral Properties (Note 5)		651,950			651,950
Total Assets	$	1,885,321		$	2,283,605
Liabilities
Current
Accounts payable and accrued liabilities	$	50,705		$	35,777
Total Current Liabilities		50,705			35,777
Other liabilities – warrants (Note 3(d))		991,687			-
Total Liabilities		1,042,392			35,777
Stockholders’ Equity
Preferred Stock and Paid-in Capital in Excess
of $0.001 Par Value (Note 6)
20,000,000  Shares authorized
625,000  (2007 – 625,000) shares issued and outstanding		500,000			500,000
Common Stock and Paid-in Capital in Excess
of $0.001 Par Value (Note 6)
100,000,000  Shares authorized
32,404,042  (2008 – 32,004,042) shares issued and outstanding		18,106,282			17,930,947
Deficit Accumulated During the Exploration Stage		(17,763,353	)		(16,183,119	)
Total Stockholders’ Equity		842,929			2,247,828
Total Liabilities and Stockholders’ Equity	$	1,885,321		$	2,283,605

See notes to the unaudited consolidated condensed financial statements

2

WHITE MOUNTAIN TITANIUM CORPORATION

(An Exploration Stage Company)

Consolidated Condensed Statements of Operations

(US Funds)

	Three months ended March 31						Cumulative From Inception November 13, 2001 through
	2009 Unaudited			2008 Unaudited			March 31, 2009 Unaudited
Expenses
Advertising and promotion	$	15,096		$	16,707		$	196,058
Amortization		6,388			5,005			101,968
Bank charges and interest		1,084			1,757			23,887
Consulting fees		38,491			66,590			1,969,113
Consulting fees – directors and officers		253,035			75,700			3,130,078
Exploration		133,628			301,761			4,276,261
Filing fees		1,397			2,499			49,264
Insurance		8,688			15,640			201,153
Investor relations		-			-			73,798
Licenses and taxes		9,587			56,899			370,939
Management fees		34,800			34,800			1,431,190
Office		4,633			8,220			154,122
Professional fees		24,727			37,350			1,395,956
Rent		16,579			30,196			334,585
Telephone		3,010			5,863			77,109
Transfer agent fees		640			1,332			11,863
Travel and vehicle		36,626			130,039			901,659
Loss before other items		(588,409	)		(690,358	)		(14,699,002	)
Gain on sale of marketable securities		-			-			87,217
Adjustment to market for marketable securities		-			-			(67,922	)
Foreign exchange		6,953			33,445			(190,021	)
Loss on sale of assets		(7,465	)		-			(19,176	)
Dividend income		-			-			4,597
Interest income		374			18,810			345,749
Change in fair value of warrants		(92,688	)		-			92,688
Financing agreement penalty		-			-			(330,000	)
Net loss for the period		(495,859	)		(638,103	)		(14,775,870	)
Preferred stock dividends		-			-			(1,537,500	)
Net Loss Available for Distribution	$	(495,859	)	$	(638,103	)	$	(16,313,370	)
Loss per Common Share	$	(0.02	)	$	(0.02	)		-
Weighted average number of Common Shares Outstanding		32,324,043			29,189,133			-

See notes to the unaudited consolidated condensed financial statements

3

WHITE MOUNTAIN TITANIUM CORPORATION

 (An Exploration Stage Company)

Consolidated Condensed Statements of Stockholders’ Equity

(US Funds)

	Shares		Common Stock and Paid-In Capital in Excess of Par Value		Shares of Preferred Stock		Preferred Stock and Paid-in Capital in Excess of Par Value		Subscriptions Receivable		Subscriptions Received		Accumulated Deficit			Total Stockholders’ Equity
Balance, December 31, 2007		29,189,133	$	15,918,522		625,000	$	500,000	$	-	$	-	$	(13,007,211	)	$	3,411,311
Stock-based compensation		-		45,339		-		-		-		-		-			45,339
Shares issued for cash
Private placement		2,814,909		1,967,086		-		-		-		-		-			1,967,086
Net loss for the year		-		-		-		-		-		-		(3,175,908	)		(3,175,908	)
Balance, December 31, 2008		32,004,042	$	17,930,947		625,000	$	500,000	$	-	$	-	$	(16,183,119	)	$	2,247,828
Stock-based compensation				11,335													11,335
Bonus shares		400,000		164,000													164,000
Cumulative effect of EITF 07-5 application		-		-		-		-		-		-		(1,084,375	)		(1,084,375	)
Net loss for the period														(495,859	)		(495,859	)
Balance, March 31, 2009		32,404,042	$	18,106,282		625,000	$	500,000	$	-	$	-	$	(17,763,353	)	$	842,929

See notes to the unaudited consolidated condensed financial statements

4

WHITE MOUNTAIN TITANIUM CORPORATION

(An Exploration Stage Company)

Consolidated Condensed Statements of Cash Flows

(US Funds)

							Cumulative
							From Inception
							November 13,
							2001 through
	Three months ended March 31						March 31
	2009			2008			2009
	Unaudited			Unaudited			Unaudited
Operating Activities
Net loss for period	$	(495,859	)	$	(638,103	)	$	(14,775,870	)
Items not involving cash
Amortization		6,388			5,005			101,968
Stock-based compensation		11,335			-			2,175,424
Common stock issued for services		164,000			-			2,121,630
Change in fair value of warrants		(92,688	)		-			(92,688	)
Financing agreement penalty		-			-			330,000
Adjustment to market – securities		-			-			67,922
Gain on sale of marketable securities		-			-			(87,217	)
Loss on sale of assets		7,465			-			(4,246	)
Non-cash resource property expenditures		-			-			600,000
Changes in Non-Cash Working Capital
Receivables		(2,731	)		(20,180	)		(18,377	)
Marketable securities		-			-			19,295
Accounts payable and accrued liabilities		14,928			71,412			(70,190	)
Prepaid expenses		(15,660	)		(24,777	)		50,705
Cash Used in Operating Activities		(402,822	)		(606,643	)		(9,581,644	)
Investing Activities
Addition to property and equipment		-			(26,948	)		(169,888	)
Mineral property acquisition costs		-						(651,950	)
Cash Used in Investing Activities		-			(26,948	)		(821,838	)
Financing Activities
Repayment of long-term debt		-			-			(100,000	)
Issuance of Preferred Stock								5,000,000
Issuance of common stock		-			-			6,344,949
Stock subscriptions received		-			-			120,000
Stock subscriptions receivable		-			-			111,000
Sale of surplus assets		6,630			-			6,630
Working capital acquired on acquisition		-			-			171
Cash Provided by Financing Activities		6,630			-			11,482,750
(Outflow) Inflow of Cash and equivalents		(396,192	)		(633,591	)		1,079,268
Cash and equivalents, begining of period		1,475,460			2,678,652			-
Cash and Cash Equivalents, End of Period	$	1,079,268		$	2,045,061		$	1,079,268
Supplemental Cash Flow Information
Income tax paid	$	-		$	-		$	-
Interest paid	$	-		$	-		$	-
Shares Issued for
Preferred stock converted to common	$	-		$	-		$	-
Settlement of debt	$	-		$	-		$	830,000
Services	$	164,000		$	-		$	2,121,630
Penalty	$	-		$	-		$	187,500

See notes to the unaudited consolidated condensed financial statements

5

1. NATURE OF BUSINESS AND BASIS OF PRESENTATION

White Mountain Titanium Corporation (the “Company”) currently has no ongoing operations.  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 Company is considered an exploration stage company and its financial statements are presented in a manner similar to a development stage company as defined in Statement of Financial Accounting Standards (“SFAS”) No. 7.

The accompanying 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 March 31, 2009 and 2008 and for the periods 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 have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2008 audited financial statements included in the Company’s annual report on Form 10-K filed with the SEC.  The results of operations for the periods ended March 31, 2009 and 2008 are not necessarily indicative of the operating results for the full year

.

2. PROPERTY AND EQUIPMENT

	March 31, 2009 Unaudited
			Accumulated
	Cost		Amortization		Net
Vehicles	$	54,153	$	32,826	$	21,328
Office furniture		2,704		1,953		751
Office equipment		5,417		3,044		2,373
Computer equipment		7,553		4,004		3,549
Computer software		1,142		492		650
Field equipment		56,832		19,946		36,886
	$	127,800	$	62,264	$	65,536

	December 31, 2008 Audited
			Accumulated
	Cost		Amortization		Net
Vehicles	$	70,534	$	32,050	$	38,484
Office furniture		2,704		1,846		858
Office equipment		5,417		2,829		2,588
Computer equipment		7,553		3,631		3,922
Computer software		1,142		436		706
Field equipment		62,419		22,958		39,461
	$	149,769	$	63,750	$	86,019

6

3. CAPITAL STOCK

(a) Common stock

The Company’s authorized common stock with a par value of $0.001 is 100,000,000 shares.

(b) Stock options

During the three months ended March 31, 2009, no stock options were granted.  A portion of the 165,000 stock options granted in the second quarter of 2008 to two new independent directors vested.  Therefore, of the 165,000 options, 123,750 options are outstanding and exercisable while 41,250 options will be vested in the future. As a result, compensation expense of $11,335 was recognized during the quarter using the Black-Scholes option pricing model.

The Black-Scholes model was calculated based on the following assumptions:

	2009			2008
Expected life (years)		5			5
Interest rate		3.52	%		3.52	%
Volatility		57.12	%		57.12	%
Dividend yield		0	%		0	%

	Period ended
	March 31, 2009 Unaudited				December 31, 2008 Audited
			Weighted				Weighted
			Average				Average
	Number		Exercise		Number		Exercise
	of Options		Price		of Options		Price
Outstanding - beginning of period		3,140,000	$	0.57		2,975,000	$	0.50
Granted		-	$	0.00		165,000	$	1.00
Outstanding – end of period		3,140,000	$	0.57		3,140,000	$	0.57
Exercisable  - end of period		3,098,750	$	0.57		3,078,125	$	0.57

At the quarter end, the following director and consultant stock options were outstanding:

	Exercise		March 31,		December 31,
Expiry Date	Price		2008		2008
August 1, 2009	$	2.00		100,000		100,000
April 5, 2010	$	0.50		250,000		250,000
January 31, 2011	$	0.50		400,000		400,000
May 31, 2011	$	0.50		600,000		600,000
August 1, 2011	$	0.50		200,000		200,000
August 31, 2011	$	0.50		350,000		350,000
August 31, 2012	$	0.50		1,075,000		1,075,000
June 23, 2013	$	1.00		165,000		165,000
				3,140,000		3,140,000

7

3. CAPITAL STOCK

(b) Stock options (continued)

The shares under option at March 31, 2009 were in the following exercise price ranges:

	Options Outstanding
Exercise Price	Weighted Average Exercise Price		Number of Shares Under Option		Aggregate Intrinsic Value		Weighted Average Remaining Contractual Life in Years
$0.50	$	0.50		2,875,000	$	28,750		2.53
$1.00	$	1.00		165,000				4.23
$2.00	$	2.00		100,000				0.33
	$	0.57		3,140,000	$	28,750		2.55

	Options Exercisable
Exercise Price	Weighted Average Exercise Price		Number of Shares Under Option		Aggregate Intrinsic Value		Weighted Average Remaining Contractual Life in Years
$0.50	$	0.50		2,875,000	$	28,750		2.53
$1.00	$	1.00		123,750				4.23
$2.00	$	2.00		100,000		-		0.33
	$	0.57		3,098,750	$	28,750		2.55

(c) Stock-based compensation

During the three months ended March 31, 2009, the total stock-based compensation recognized under the fair value method was $11,335, which was charged to Consulting fees – directors and officers (2008: $nil) using the Black-Scholes option pricing model (Note 3 (b)).

Also, during the three months ended March 31, 2009, 400,000 shares were issued two officers and directors of the Company upon attaining previously determined milestones as established by the Compensation committee.  A fair value of $164,000 (2008: $nil) was attributed to these shares based on a Black-Scholes valuation using the parameters in Note 3 b) and was to Consulting fees – directors and officers .

The total stock-based compensation recognized under the fair value method to various parties was as follows:

	March 31,		Dec 31,		Dec. 31,
	2009		2008		2007
Consulting fees - directors   and officers	$	175,335	$	45,339	$	359,227
Consulting fees		-		-		248,507
Management fees		-		-		110,450
Compensation - options	$	175,335	$	45,339	$	718,184

The total compensation cost related to non-vested options not yet recognized is $11,335 and the weighted average period of these options is 4.23 years.

8

3. CAPITAL STOCK

(d) Warrants

In June 2008, the FASB ratified the consensus reached on Emerging Issues Task Force (EITF) Issue No. 07-05, Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity’s Own Stock. EITF Issue No. 07-05 clarifies the determination of whether an instrument (or an embedded feature) is indexed to an entity’s own stock, which would qualify as a scope exception under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. We adopted EITF Issue No. 07-05 as of January 1, 2009. During the year ended 2007, the Company repriced previously issued warrants for 6,875,000 shares of our Common Stock in a private placement to an institutional investor. These warrants were reassessed under EITF 07-5 and due to a price adjustment clause included in these warrants, such warrants are no longer deemed to be indexed to our stock and therefore, no longer meet the scope exception of FAS 133. Therefore, these warrants were reclassified to a liability and will be adjusted to fair value on a quarterly basis going forward. As a result, we recorded a cumulative catch up adjustment of $1,084,375 to accumulated deficit on January 1, 2009.

The fair value of these warrants decreased to $991,687 as of March 31, 2009. As such, the $92,688 change in fair value was recorded in the statement of operations for the three months ended March 31, 2009.

4. WEIGHTED AVERAGE NUMBER OF SHARES

	Three months ended March 31,
	2009 Unaudited		2008 Unaudited
Share allocation for distributed amounts
Preferred stock (common stock equivalent)		625,000		625,000
Common stock		32,324,043		29,189,133

5. SUBSEQUENT EVENTS

Subsequent to the quarter end, the Company entered into an exchange agreement with a European institutional investor through which it exercised outstanding warrants to purchase 2,000,000 shares of common stock of the Company at $0.50 per share for gross proceeds to the Company of $1,000,000.  The closing of the agreement, payment of the funds, and issuance of the shares occurred on May 8, 2009.  In addition, the remaining 4,250,000 warrants held by the institutional investor were extended to April 1, 2011, and a cashless exercise provision was added to the warrants in the event the Company fails to reasonably maintain an effective registration statement for the shares issuable upon exercise of the warrants.

9

Item 2. Management’s Discussion and Analysis

The following discussion should be read in conjunction with our unaudited consolidated financial statements and related notes thereto as filed with this report.

Background

We are a mineral exploration company.  We hold mining concessions composed of 33 registered mining exploitation concessions, and 5 exploration concessions, over approximately 8,225 hectares located approximately 39 kilometers west of the City of Vallenar in the Atacama, or Region III, geographic region of northern Chile (hereinafter referred to as “Cerro Blanco”).  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 primary expenditures at this stage consist of acquisition and exploration costs and general and administration expenses.  We have produced no revenues, have achieved losses since inception, have no operations, and currently rely upon the sale of our securities to fund our operations.

Plan of Operation

We completed the acquisition of an undivided interest in Cerro Blanco in September 2005.  Exploration drilling by us and the previous owner has defined rutile mineralization.  Metallurgical test work performed by Lakefield Research has demonstrated that this mineralization can be concentrated to a level meeting buyer specifications and can be produced using a conventional milling and flotation process.

Over the next twelve to twenty-four months we have two principal objectives: to advance the project towards a final engineering feasibility level and to secure off-take contracts for the planned rutile concentrate output.  We also continue to investigate the commercial viability of producing a feldspar co-product.  The feldspar could find applications in the glass and ceramics industries.

Marketing

We commenced a marketing and market awareness program in 2007 directed at potential buyers of rutile, and have engaged a consultant with extensive experience in the international pigments business, to evaluate and advise on the market.  The marketing program includes provision for testing of samples of Cerro Blanco rutile concentrates at the buyers’ operations and, subject to technical acceptability, will end with the negotiation of off-take contracts.

In April 2008 executive management and our marketing team attended the Industrial Minerals Conference in Athens Greece.  At this event we also met with buyers of high grade rutile concentrate.  We received considerable interest in our projects, with questions concentrating on tonnage as opposed to pricing, a major change in perspective from past conferences.

In March 2009, the Company’s marketing consultant attended the Intertech Titanium Conference held in Rome.  He advised management that the consensus view held by most titanium industry experts is that the combination of firm demand together with limited new supply of high quality titanium ores such as natural and synthetic rutile will result in ore prices continuing to firm. This is a significant reversal to the view held 5 years ago that largely as a consequence of increasing quantities of chloride slag from several new Southern African producers, titanium ores would be in oversupply and that ore prices would weaken.  Over the last 5 years, chloride slag has grown at a slower rate, several new projects have been cancelled or deferred and existing operations, rationalised.  In contrast titanium pigment production has grown steadily and metal manufacture has taken off, leading to a tightening market for titanium ores and rising prices.  For example, one major pigment producer at the conference indicated that for 2009 they expect their average price for rutile to increase by in excess of 6% to US$ 525-550 per tonne for bulk tonnage deliveries, and US$ 650-700 for smaller volumes. Our consultant concluded that titanium pigment producers are now demanding and buyers are paying premium prices for high quality ores, particularly those with a high concentration of TiO2 and low levels of radioactivity.

Based on these discussions and preliminary marketing results, we continue to believe that demand for our products will meet or exceed the planned capacity of the currently anticipated proposed physical plant.  The market for TiO2 feedstock, particularly high grade rutile, appears to be entering a growth period, with increased demand coming not only from the paint and pigment industries, but also from welding rod manufacturers and metal producers.  Our ability to enter this market, however, is subject to significant risk factors, including our ability to raise sufficient funds to meet the engineering plans noted above, as well as the successful completion of pilot plant operations which produce product that meets purchaser’s specifications.

10

Geology and Engineering

Geology and Mineralization

Management believes the Cerro Blanco property contains a large and possibly unique type of titanium mineralization.  Nevertheless, we are still in the exploration stage of development and there are no known reserves on the property.  The titaniferous mineral located on the property is clean red-brown and black rutile which occurs disseminated with the tonalitic suite of an alkalic diorite-gabbro-pyroxenite intrusive.  Its uniformly disseminated nature and associated alteration endow it with strong similarities to porphyry copper deposits.  Natural rutile concentrates such as found on this property would be the preferred feed stock for both titanium metal and pigment grade titanium dioxide production.

Exploration Plans

In January, 2008 the Company retained Thomas A. Henricksen, PhD. and a qualified person under Canadian National Instrument 43-101 to prepare a NI 43-101 compliant technical report on the Cerro Blanco property (the “Technical Report”).  The Technical Report, which was dated February 25, 2008, was based on extensive geological mapping, surface sampling, 14,078 meters of drilling and a geological model developed by the Company.  In his report, Dr. Henricksen confirmed a current estimate of rutile resources under CIM classifications at the Las Carolinas and La Cantera prospects of measured and indicated resources of 32.9 million tonnes grading 2.23% TiO2.

Following completion of the Technical Report, the Company retained Dr. Henricksen to compile a NI 43-101 compliant preliminary assessment of the Cerro Blanco project (the “Assessment”). The Assessment, which was dated May 30, 2008, incorporated by reference the Technical Report as well as reports prepared for the Company by other independent experts in their fields.  The latter reports include preliminary process engineering and costing report prepared by AMEC-Cade dated March, 2008, a preliminary pit design report prepared by NCL Ingenieria y Construccion dated May 2008, various metallurgical reports prepared by SGS Lakefield, an environmental base line study prepared by Arcadis Geotecnica dated December 2004 and titanium marketing information provided by the Company’s marketing consultant.

For engineering design purposes, the Assessment adopted a base case set of assumptions, the major assumptions being the construction of an open pit mine, processing plant and ancillary facilities capable of producing 100,000 tonnes per year of high grade rutile concentrate grading plus 94.5% TiO2 at start up, scaling to 130,000 tonnes per year in production Year 4 at an assumed undiluted head grade to the plant of 2.3% TiO2.  Mining would commence on the Las Carolinas prospect and feed would be conveyed downhill to a processing plant located less than two kilometers to the northeast.  Within the plant, the process flow sheet consisted of a semi-autogenous grinding mill, gravity pre-concentration and column flotation circuits and high intensity magnetic separation with process water sourced from a desalination plant constructed at the port of Huasco. AMEC-Cade assumed that mining would be done under contract at a cost of US$1.20 per tonne mined and that the price of high grade rutile concentrates would be US$500 per tonne FOB port.

Based on these assumptions AMEC-Cade, our internationally recognized engineering contractor, designed a processing plant with an initial operating capacity of approximately 5.1 million tonnes per year, increasing to approximately 6.1 million tonnes per year by Year 4.  They estimated a cost to construct the plant and ancillary facilities of US$117 million in direct costs and US$42 million in indirect costs, for a total of US$159 million.  To this figure, and as this was a preliminary study, AMEC-Cade added a 20% contingency to arrive at a total estimated cost of US$190 million. With respect to processing plant operating costs, AMEC-Cade estimated site and transportation costs to port of US$3.60 per tonne processed (US$184 per tonne of rutile concentrate) in Year 1, dropping to US$3.50 per tonne processed (US$180 per tonne of rutile concentrate) in Year 4. The anticipated reduction in operating costs is attributed to increased volumes as well as increased efficiencies from the gravity pre-concentration circuit.  Electric power consumption was the highest single cost item, comprising approximately 31% of the total estimated unit operating costs. AMEC-Cade recommended that the Company proceed to the pilot stage and investigate two possibilities for reducing capital costs: the use of sea water rather than desalinated water in the processing plant and siting the plant elsewhere on the property to lower the installed cost of the conveyor. Two alternate sites were identified.

On April 8, 2009 we reported the completion of Stage 1 of the pilot plant program. Following the extraction of approximately 500 tonnes of mineralized rock representative of the Cerro Blanco Las Carolinas deposit (the “bulk sample”), our engineering team undertook Stage 1 with the assistance of technical consultants Centro de Investigacion Minera y Metalurgica Tecnologia y Servicios, Cytec Chile Limitada  and AMEC-Cade.  The objective of the program was to produce a high grade titanium concentrate from small quantities of the bulk sample, using a conventional metallurgical flow sheet comprised of gravity pre-concentration followed by flotation.

Stage 1 succeeded in producing a high grade rutile concentrate even without high intensity magnetic separation. Process recovery was over 92% and concentrate grade, over 94% TiO2 . This result was obtained using normal water, at a neutral pH (acidity).  Tests with sea water returned equally good product grades, but the process recoveries were lower.  Test work on the use of sea water as the aqueous medium in flotation is on-going.

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Upon completing Stage 1, we engaged SGS Lakefield to conduct locked cycle tests on 250 kg of the bulk sample, the results of which will be used to set the final design parameters for Stage 2 of the pilot plant program.  Stage 2 will then campaign the balance of the bulk sample through a pilot plant at a rate of 1,000 kg per hour with the objective of simulating a full size operation. The results from Stage 2 will provide essential information for the final engineering and feasibility assessment of the project.  We intend to progress to Stage 2 as soon as feasible given our available funding.

We now have a considerable body of engineering design and process engineering work completed, both by us and previous owners, for the development of a large open pit mine and milling operation.  The extent to which this engineering work could be incorporated into a feasibility study will depend on factors such as optimal plant sizing and configuration based on product volumes and specifications set out in off-take contracts and process design, the latter to be determined by refinements coming out of this year’s planned metallurgical test work and pilot scale testing.  With off-take contracts in hand, we would undertake a program of drilling to provide data for mine planning and design, for an environmental impact assessment and permitting program, and to commission a feasibility study.  As some of these activities would be undertaken in tandem, we believe a feasibility study could be completed within twelve to fourteen months of us receiving off-take contracts, subject to the availability of funds, personnel and equipment.  We estimate the cost to take the project to the point of commissioning a final engineering feasibility study at approximately $3,408,000.  This figure includes a 20 per cent contingency but excludes general and administrative expenses.  As of May 5, 2009, our cash position was approximately $960,000.  We currently do not have sufficient capital to complete this plan and estimate that we will require additional financing to do so.

Also, as an exploration stage company, our work is highly speculative and involves unique and greater risks than are generally associated with other businesses.  We cannot know if our mining concessions contain commercially viable ore bodies or reserves until additional exploration work is done and an evaluation based on such work concludes that development of and production from the ore body is technically, economically, and legally feasible.

If we proceed to development of a mining operation, our mining activities could be subject to substantial operating risks and hazards, including environmental hazards, industrial accidents, labor disputes, encountering unusual or unexpected geologic formations or other geological or grade problems, encountering unanticipated ground or water conditions, pit-wall failures, flooding, rock falls, periodic interruptions due to inclement weather conditions or other unfavorable operating conditions and other acts of God.  Some of these risks and hazards are not insurable or may be subject to exclusion or limitation in any coverage which we obtain or may not be insured due to economic considerations.

Results of Operations

We recorded a loss for the three months ended March 31, 2009 of $495,859 ($0.02) per weighted average common share outstanding) compared to a loss of $638,103 ($(0.02) per share) for the comparable interim period in 2008.  Generally most expenses were comparable or lower this quarter than in the first quarter of 2008, with material items being:

· The adoption of EITF 07-5 effective January 1, 2009 resulted in a cumulative adjustment of $1,084,375 to accumulated deficit as of January 1, 2009 and a fair value change of $$92,688 for the quarter.  There were no effects in previous years.  See Note 3(d) for a more detailed discussion.

· A 20% decrease in loss in the current quarter primarily attributable to lower exploration expense in 2008 of $133,628 (2008: $301,761), due primarily to a transition from field work last year to laboratory analysis utilizing consultants as we progress with our piloting program this year.  We anticipate that consulting expense will rise in 2009overall.

· Foreign exchange losses were less of a factor this quarter than in Q4 of 2008 as the Chilean Peso stabilized somewhat against the US dollar, albeit at a lower average of 618 pesos to the dollar.  During 2007 and for the first three months of 2008 the Chilean peso was strengthening against the US dollar. For Q1 of 2008 the average rate was 464 pesos to the dollar.  This started to reverse direction during the second quarter of 2008, and during the third quarter alone, the peso weakened 7% against the dollar, closing out the quarter at 551 pesos to the dollar.  As most of our expenses are incurred in - and many of our assets are held in - Chile, our consolidated financial statements reflect lower expenses generally due to a weaker Chilean peso in the current quarter.  This was also aided by lower levels of activity in the mining sector generally which resulted in cost savings due to lower demand on external resources.

· The single largest increase was in the area of consulting fees for directors and officers at $253,035 (2008: $75,700), reflecting stock based compensation of $11,335 on 2008 options which vested in the quarter (2008: $nil), and $164,000 (2008:$nil) as the fair value of 400,000 shares issued to two officers and directors of the Company upon attaining previously determined milestones as established by the Compensation committee.  Excluding these amounts, consulting fees – directors and officers was $77,700.

· We incurred a small loss of $7,465 (2008: $nil) on the sale of surplus vehicles and equipment this quarter.

· Interest revenue at $374 was down significantly from Q1 of 2008 ($18,810) due to lower funds on deposit and lower interest rates.

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Recent Accounting Pronouncements

In September 2006, FASB issued SFAS No. 157, “Fair Value Measurements”.  SFAS No. 157 provides guidance for using fair value to measure assets and liabilities.  It clarifies that for items that are not actively traded, such as certain kinds of derivatives, fair value should reflect the price in a transaction with a market participant, including adjustment for risk, not just the company’s mark-to-model value.  Statement No. 157 also requires expanded disclosure of the effect on earnings for items measured using unobservable data.  Fair value refers to the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the reporting entity transacts.   Statement No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007.  The Company performed a detailed analysis of the assets and liabilities and determined it has no instruments that are subject to SFAS No. 157.

In February 2007, the FASB issued SFAS No. 159, "Fair Value Option for Financial Assets and Financial Liabilities".  The fair value option established by this statement permits all entities to choose to measure eligible items at fair value at specified election dates.  Most of the provisions of this statement apply only to entities that elect the fair value option.  However, the amendment to FASB Statement No. 115, "Accounting for Certain Investments in Debt and Equity Securities", applies to all entities with available-for-sale and trading securities.  This statement is effective as of the beginning of an entity's first fiscal year that begins after November 15, 2007.  The impact of this standard has been reflected in the Company’s annual, consolidated financial statements.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”. SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of non-governmental entities that are presented in conformity with generally accepted accounting principles (“GAAP”) in the United States. It is effective 60 days following the Securities Exchange Commission’s (“SEC”) approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles”. There is no impact on the Company’s consolidated financial statements.

In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations” (SFAS 141(R)), which replaces SFAS 141. SFAF 141(R) requires assets and liabilities acquired in a business combination, contingent consideration and certain acquired contingencies to be measured at their fair values as of the date of acquisition. SFAS 141(R) also requires that acquisition-related costs and restructuring costs be recognized separately from the business combination. SFAS 141(R) is effective for fiscal years beginning after December 15, 2008 and is effective for business combinations entered into after January 1, 2009.  There is no impact on the Company’s consolidated financial statements.

In December 2007, the FASB issued SFAS No. 160, “Non-Controlling Interests in Consolidated Financial Statements, an Amendment of ARB No. 51” (SFAS 160). SFAS 160 clarifies the accounting for non-controlling interests and establishes accounting and reporting standards for the non-controlling interest in a subsidiary, including classification as a component of equity. SFAS 160 is effective for fiscal years beginning after December 15, 2008. The Company does not currently have any minority interests; therefore this pronouncement has no impact on the Company’s consolidated financial statements.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities ("SFAS 161"). SFAS 161 is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity's financial position, financial performance and cash flows. SFAS 161 achieves these improvements by requiring disclosure of the fair values of derivative instruments and their gains and losses in a tabular format. It also provides more information about an entity's liquidity by requiring disclosure of derivative features that are credit risk-related. Finally, it requires cross-referencing within footnotes to enable financial statement users to locate important information about derivative instruments. SFAS 161 will be effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008.  There is no impact on the Company’s consolidated financial statements.

In May 2008, the FASB issued FASB FSB Accounting Principles Board (“APB”) Opinion No. 14-1, “Accounting for Convertible Debt Instruments that may be settled in Cash upon Conversion (Including Partial Cash Settlement)” (“FSB APB 14-1”). The FSP will require cash settled convertible debt to be separated into debt and equity components at issuance and a value to be assigned to each. The value assigned to the debt component will be the estimated fair value, as of the issuance date, of a similar bond without the conversion feature. The difference between the bond cash proceeds and this estimated fair value will be recorded as a debt discount and amortized to interest expense over the life of the bond. FSP APB 14-1 is effective January 1, 2009. There is no impact on the Company’s consolidated financial statements.

In June 2008, the FASB issued FSP EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities” (“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and, therefore, need to be included in the earnings allocation in computing earnings per share under the two-class method as described in SFAS No. 128, “Earnings per Share”. Under the guidance in FSP EITF 03-6-1, unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. FSP EITF 03-6-1 is effective for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. All prior period earnings per share amounts presented shall be adjusted retrospectively. There is no impact on the Company’s consolidated financial statements.

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In June 2008, the FASB ratified the consensus reached by the EITF on Issue No. 07-5, “Determining Whether an Instrument (or Embedded Feature) is Indexed to an Entity’s Own Stock” (“EITF No. 07-5”). EITF No. 07-5 provides guidance for determining whether an equity-linked financial instrument (or embedded feature) is indexed to an entity’s own stock.

EITF No. 07-5 applies to any freestanding financial instrument or embedded feature that has all of the characteristics of a derivative or freestanding instrument that is potentially settled in an entity’s own stock (with the exception of share-based payment awards within the scope of SFAS 123(R)). To meet the definition of “indexed to own stock,” an instrument’s contingent exercise provisions must not be based on (a) an observable market, other than the market for the issuer’s stock (if applicable), or (b) an observable index, other than an index calculated or measured solely by reference to the issuer’s own operations, and the variables that could affect the settlement amount must be inputs to the fair value of a “fixed-for-fixed” forward or option on equity shares. EITF No. 07-5 is effective for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The impact on the Company's consolidated financial statements has been disclosed in these financials 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,” “will,” “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.

PART II.  OTHER INFORMATION

Item 6. Exhibits

The following exhibits are furnished with this report:

31.1	Rule 15d-14(a) Certification by Principal Executive Officer
31.2	Rule 15d-14(a) Certification by Chief Financial Officer
32.1	Section 1350 Certification of Principal Executive Officer
32.2	Section 1350 Certification of Chief Financial Officer

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:  September 24, 2009	By	/s/  Michael P. Kurtanjek
		Michael P. Kurtanjek, President
		(Principal Executive Officer)
Date:  September 24, 2009	By	/s/ Charles E. Jenkins
		Charles E. Jenkins, Chief Financial Officer
		(Principal Financial Officer)

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