 Investor Presentation May 24, 2012 Filed by Tronox Incorporated Pursuant to Rule 425 of the Securities Act of 1933, as amended Subject Company: Tronox Incorporated (File No: 001-32669) |
 Forward-Looking Statements This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identified by words or phrases such as “may,” “will,” “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “target,” “forecast,” and other words and terms of similar meaning. Forward-looking statements involve estimates, expectations, projections, goals, forecasts, assumptions, risks and uncertainties. Tronox Incorporated and Tronox Limited caution readers that any forward-looking statement is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statement. Such forward- looking statements include, but are not limited to, statements about the benefits of the proposed transaction involving Tronox Incorporated, Tronox Limited and Exxaro Resources Limited (“Exxaro”), including future financial and operating results, Tronox Incorporated’s, Tronox Limited’s or Exxaro’s plans, objectives, expectations and intentions, the expected timing of completion of the transaction, and other statements that are not historical facts. Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements include risks and uncertainties relating to: the ability to obtain the requisite Tronox Incorporated shareholder approvals; the risk that Tronox Incorporated, Tronox Limited and Exxaro may be unable to obtain governmental and regulatory approvals required for the transaction, or required governmental and regulatory approvals may delay the transaction or result in the imposition of conditions that could cause the parties to abandon the transaction; the performance of the Tronox and Exxaro Mineral Sands business; the risk that a condition to closing of the transaction may not be satisfied; the ability of the combined company to obtain necessary financing to refinance existing indebtedness or modifying existing financing arrangements, and finance the combined business post-closing and the terms on which such financing or modification may be available; the timing to consummate the proposed transaction; the risk that the businesses will not be integrated successfully; the risk that Tronox Limited will not be able to complete registration of its shares with the SEC and/or the listing thereof on a securities exchange, and the timing therefore; the risks to shareholders associated with becoming shareholders of an Australian-domiciled holding company; the risk that the expected cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected; disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers; the diversion of management time on transaction-related issues; the market value of Tronox Incorporated’s products; demand for consumer products for which Tronox Incorporated’s businesses supply raw materials; the financial resources of competitors; the market for debt and/or equity financing; the ability to achieve favorable tax structuring for the benefit of Tronox Limited and its subsidiaries and shareholders; the ability to respond to challenges in international markets; changes in currency exchange rates; political or economic conditions in areas where Tronox Limited and its subsidiaries will operate; the risk of changes in laws and regulations applicable to the business and assets of Tronox Limited and its subsidiaries will operate; trade and regulatory matters; general economic conditions; and other factors and risks identified in the Risk Factors Section of Tronox Incorporated’s Registration Statement on form S-4, as amended, filed with the U.S. Securities and Exchange Commission (SEC) on May 4, 2012. Each forward-looking statement speaks only as of the date of the particular statement and neither Tronox Incorporated nor Tronox Limited undertakes any obligation to update or revise its forward-looking statements, whether as a result of new information, future events or otherwise. 2 |
 Additional Information and Where to Find it. This document does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In connection with the proposed transaction involving Tronox Incorporated, Tronox Limited and Exxaro, Tronox Limited and Tronox Incorporated have filed with the SEC a Registration Statement on Form S-4 that includes a definitive proxy statement of Tronox Incorporated that also constitutes a prospectus of Tronox Limited. The registration statement relating to the securities to be offered was declared effective by the Securities and Exchange Commission on May 4, 2012. Tronox Incorporated commenced the mailing of the the proxy statement/prospectus to its stockholders on or about May 7, 2012. Tronox Incorporated urges investors and stockholders to read the proxy statement/prospectus (including any amendments or supplements thereto) regarding the proposed transaction, as well as other documents filed with the SEC, because they contain important information. You may obtain copies of all documents filed with the SEC regarding this transaction, free of charge, at the SEC’s website (www.sec.gov). You may also obtain these documents, free of charge, from Tronox Incorporated’s website (www.tronox.com) under the heading “Investor Relations” Non-GAAP Financial Measures EBITDA and Adjusted EBITDA, which are used by management to measure performance, are non-GAAP financial measures. Management believes that EBITDA and Adjusted EBITDA are useful to investors, as EBITDA is commonly used in the industry as a means of evaluating operating performance and Adjusted EBITDA is used in our debt instruments to determine compliance with financial covenants. Both EBITDA and Adjusted EBITDA are included as a supplemental measure of our operating performance because they eliminate items that have less bearing on operating performance and highlight trends in the core business that may not otherwise be apparent when relying solely on GAAP financial measures. In addition, Adjusted EBITDA is one of the primary measures management uses for planning and budgeting processes and to monitor and evaluate financial and operating results. EBITDA and Adjusted EBITDA are not recognized terms under GAAP and do not purport to be an alternative to measures of our financial performance as determined in accordance with GAAP, such as net income (loss). Because other companies may calculate EBITDA and Adjusted EBITDA differently than we do, EBITDA may not be, and Adjusted EBITDA as presented herein is not, comparable to similarly titled measures reported by other companies. A reconciliation of EBITDA and Adjusted EBITDA to net income are included at the end of this presentation Additional Information & Non-GAAP Financial Measures 3 |
 Table of Contents I. Executive Summary II. Tronox Overview III. Industry Perspectives IV. Conclusion Appendix: Additional Materials 4 |
 I. Executive Summary 5 5 |
 Tronox Overview Tronox Limited (“Tronox” or “the Company”) is a highly differentiated and attractively positioned company in the TiO 2 value chain Only fully integrated global producer and marketer of TiO 2 and mineral sands Low cost & efficient pigment production network Solid platform for growth with ability to “debottleneck” with limited capital expenditures Attractive balance sheet and U.S. tax attributes 6 3rd largest global producer and marketer of TiO 2 manufactured via Chloride Technology 3rd largest global producer of Titanium feedstock 2nd largest global producer of Zircon Global Leadership |
 Leading Global Pigment and Mineral Sands Platform… 7 Botlek, The Netherlands Hamilton, MS Namakwa Sands KZN Sands Tiwest Oklahoma City, OK Note: Namakwa Sands, KZN Sands and Tiwest are each made up of 3 locations. 1. KZN Sands gives effect to Fairbreeze mine development project expected to open in 2014 with 190kt of TiO 2 ore capacity and 60kt of zircon capacity per year. R&D / Support Services Locations Henderson, NV Tronox has 3,500 employees in 17 locations around the world Johannesburg Singapore Shanghai, China 7 Stamford, CT Headquarters Pigment Facilities Location Capacity (MT) Hamilton 225,000 Botlek 90,000 Tiwest (Kwinana) 150,000 Total 465,000 Mineral Sands Facilities Namakwa Sands Capacity (MT) Slag 160,000 Zircon 135,000 Pig Iron 100,000 Rutile 31,000 Reserve Life of Mine 20+ Years Tiwest (Northern Operations) Capacity (MT) Synthetic Rutile 220,000 Zircon 70,000 Rutile 36,000 Leucoxene 26,000 Reserve Life of Mine 15+ Years KZN Sands² Capacity (MT) Slag 220,000 Pig Iron / Scrap Iron 121,000 Zircon 60,000 Rutile 30,000 Reserve Life of Mine 12+ Years Electrolytic Facilities Location Capacity (MT) Hamilton (Sodium Chlorate) 150,000 Henderson (EMD) 27,000 Henderson (Boron Products) 525 |
 ….With Attractive Vertical Integration 8 Pre Merger Tronox (000’s tonnes of ore) Tronox Today (000’s tonnes of ore) Tronox is long of titanium feedstock, giving the Company significant advantages compared to its peers, especially in a today’s rising ore pricing environment 8 Tronox today is required to source ~229,000 tonnes of feedstock in the open market New Tronox will be long ~211,000 tonnes of feedstock 723 512 Tronox Titanium Capacity Tronox Titanium Requirments Feedstock Feedstock 200 429 Tronox Titanium Capacity Tronox Titanium Requirments Feedstock Feedstock |
 Tronox Financial Overview Pro Forma Revenue Pro Forma Adj. EBITDA Zircon, Pig Iron & Other 22% 9 151% 37% $ 1,681 $ 2,306 2010 PF 2011 PF $ 336 $ 844 20% 37% 2010 PF 2011 PF Adjusted EBITDA Margin |
 Key Investment Highlights 10 Leading Global Market Position Advantaged, Proprietary TiO 2 and Titanium Feedstock Production Technology Best Positioned to Capitalize on Trends in Mineral Sands, TiO 2 & Zircon Industries Vertically Integrated Platform Assures Security of Titanium Feedstock Supply and Margin Capture at Both Levels of the Supply Chain Low Cost and Efficient Production Network Innovative, High Performance Products Experienced Management Team |
 Management Team 11 11 Robert Gibney Vice President, Administration and Materials Procurement Tom Casey Chairman and Chief Executive Officer John Romano Executive Vice President Mike Foster Vice President, General Counsel and Secretary Daniel Greenwell Chief Financial Officer Trevor Arran Senior Vice President & President, Tronox Mineral Sands Willem van Nierkerk Senior Vice President, Strategic Planning and Business Development |
 II. Tronox Overview 12 12 |
 TiO 2 Pigment Operations Overview Leading Global TiO 2 producer Efficient, low-cost manufacturing footprint Pigment Facilities ($US in millions) 13 (units in MT) 13 Location Capacity Hamilton 225,000 Botlek 90,000 Kwinana 150,000 2011 Sales Volume by Geography Total 465,000 2011 Sales Volume by End-Use Market North America 42% America 8% Europe 24% Pacific 34% Latin Asia- Paints and Coatings 77% Plastics Paper and Specialty 3% 20% Tronox’s sales effort is leveraged towards the higher growth and higher value segments One of the largest global TiO 2 producers and marketers with 8% share of global capacity Focused primarily on coatings, plastics and paper laminates Global operations and international presence |
 Low Cost and Efficient Production Network Network of TiO 2 and titanium feedstock facilities gives Tronox the flexibility to optimize asset and feedstock utilization Ability to generate operational, logistical and market efficiencies Vertically Integrated Production Significant and Scalable Operations Gateway to Asia Geographic Diversity Tronox’s three TiO 2 production facilities are strategically positioned in key geographies: America, Europe and Australia Provides customers in over 90 countries with a reliable product supply The Hamilton facility is the third largest TiO 2 production facility in the world and has the size and scale to service customers in North America and around the globe Solid platform for growth with ability to “debottleneck” to participate in market growth with limited capital expenditures The Tiwest Operations, located in Australia, is well positioned to service growing demand from Asian markets 14 100% Proprietary Chloride Technology Chloride technology yields consistently whiter, brighter pigment grades preferred for many of the largest end- use applications (e.g. paints and plastics) as compared to the sulfate process The chloride production process offers ~15% in cost savings over the sulfate process (according to TZMI) No chloride plant has been put into commercial production since 1994 The Company’s TiO 2 operations are among the lowest cost producers of TiO 2 globally |
 Customers include market leaders in each of the major end-use markets for TiO 2 Builds strong relationships with its customers resulting in a high customer retention rate Long-Standing Blue Chip TiO 2 Customer Relationships Tronox’s Blue Chip Customer Relationships 15 Tronox has supplied each of its top ten TiO 2 customers for over ten years Diversified customer base of approximately 1,000 customers in over 90 countries Tronox works closely with its customers to optimize their formulations, thereby enhancing the use of TiO 2 in their production processes |
 Tronox Mineral Sands Operations Overview Tronox Mineral Sands comprises three mining operations: KZN Sands and Namakwa Sands located in South Africa and Tiwest located in Australia Mineral Sands operations consist of two key product streams – Titanium Feedstock and Zircon 3rd largest titanium ore feedstock producer globally in 2011 (10% market share) with 3 producing assets 2nd largest zircon producer globally in 2011 (20% market share) Mineral Sands operations also produces high purity Pig Iron as a co product Geographically well positioned to serve markets in Asia, the Middle East, Europe, North and South America Existing inventory will be enough to supply slag furnaces until the Fairbreeze mine is online Production Facilities 16 Namakwa Northern Capacity (MT) Sands Operations KZN Sands¹ Total Slag 160,000 220,000 380,000 Zircon 135,000 70,000 60,000 265,000 Pig Iron 100,000 121,000 221,000 Rutile 31,000 36,000 30,000 97,000 Synthetic Rutile 220,000 220,000 Leucoxene 26,000 26,000 Reserve Life of Mine 20+ Years 15+ Years 12+ Years 1. KZN Sands gives effect to Fairbreeze mine development project expected to open in 2014 with 190kt of TiO ore capacity and 60kt of zircon capacity. 2 |
 Tronox Mining Operations KZN Sands operations are located on the East Coast of South Africa KZN Sands operations comprise four phases: Mining Mineral Separation Smelting Bulk Terminal Hillendale mine of KZN Sands is expected to end production in 2012 Fairbreeze mine of KZN Sands is expected to begin production in 2014 KZN Sands Tiwest 17 Namakwa Sands Heavy mineral resources mine in Namakwa are on the coastal plain along the west coast of South Africa Namakwa Sands operations comprise three phases: Dry Mining Mineral Separation Smelting Produces titanium feedstocks including ilmenite, chloride slag, titanium slag, rutile, as well as co products pig iron and zircon Tiwest operations are located in Western Australia Tiwest operates: Mining- dredging, dry mining techniques Chandala processing plant Dry mills, synthetic rutile plant Bunbury plant operations Unique “mine to mine” concept: self- contained from extraction through waste disposal Large geographical span, good springboard into Asia Pacific Produces titanium feedstocks including ilmenite, rutile, synthetic rutile, leucoxene, zircon, activated carbon and staurolite 3.0 million tonne excess ilmenite stockpile at Namakwa Sands expected to be source of alternate supply prior to Fairbreeze expansion coming on-line |
 Tronox Mineral Resources & Reserves 18 Resources (metric million tonnes) Reserves (ROM) Operation 4 LoMP (Years) 5 Measured Indicated Inferred Total % llmenite (Total) Proven 6 Probable 7 Total % THM KZN Sands Hillendale 1.5 24.6 - - 24.6 2.76 7.3 - 7.3 5.88 Fairbreeze 15 156.1 55.7 9.0 220.9 3.76 114.3 25.4 139.6 7.24 Block P - - 40.6 - 40.6 3.05 - - - - Port Durnford Prospecting Project 8 ,12 - 142.5 340.1 466.0 948.6 2.68 - - - - Centane Prospecting Project 9 ,12 - 226.2 9.9 19.8 255.9 4.50 Total 549.4 446.3 494.8 1490.6 121.6 25.4 146.9 Namakwa Sands Namakwa Sands 20 434.7 360.7 10 82.0 877.4 2.79 185.5 272.4 10 457.9 11 8.57 Tiwest Tiwest- Cooljarloo 15 207.3 192.8 - 399.9 - 207 57.7 264.7 2.20 Tiwest- Cooljarloo West Prospecting Project 12 - 111.0 86.0 197.0 1.80 Tiwest- Jurien Project 5.2 - 25.6 - 25.6 3.20 - 15.7 15.7 7.90 Tiwest- Dongara Project 9.8 55.2 12.0 15.9 83.1 2.18 29.5 - 29.5 7.32 Total 262.5 341.4 101.9 705.8 236.5 73.4 309.9 Source: Exxaro Mineral Sands proven and probable ore reserves and estimated mineral resources as of December 31, 2011 from Tronox proxy statement prospectus dated May 4, 2012 Note: Please see appendix for footnote references. 1 2 3 |
 19 III. Industry Perspectives |
 20 Industry Capacity Utilization 1 During the last cycle, over 380,000 MT of capacity was taken out of market, which management estimates to be approximately a 7% reduction Bringing new capacity online requires significant capex, long lead time and requires difficult to achieve permitting (in particular environmental regulations): as a result a new Chloride facility has not been built since 1994 1. Tronox management data. Significant TiO 2 Pigment Capacity Reductions The global TiO 2 pigment market has been tight with major producers operating near full capacity 20 60% 65% 70% 75% 80% 85% 90% 95% 100% 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 380,000 MT taken out via plant closures – Grimsby (s) 40 – France (s) 65 – Chinese (s) 125 – Baltimore (c) 50 – Savannah (c)100 10 plants built during this period with last Chloride plant built in 1994 210,000 MT taken out via plant closures – Antioch (c) 30 – Baltimore (s) 50 – Antwerp (s) 30 – Grimsby (s) 40 – Savannah (s) 60 |
 2.0% 1.5% 2.0% 0.0% 2.0% 4.0% 3.5% 6.0% 3.5% 8.5% 7.5% 7.5% 2.6 Billion people in China and India 0.25kg per capita increase in consumption in these two countries over 3 years equates to 650,000MT increase in demand (11.6% increase in market capacity, or approximately 3 plants the size of Hamilton) TiO2 Consumption per Capita and Growth Rates Emerging Markets Significant long-term TiO 2 consumption growth expected from emerging markets 1. Company estimates and U.S. Government Population Statistics. Rising Demand from Emerging Markets… 21 2008–2013 Est. CAGR 1 : 4.0 4.0 2.3 2.0 1.8 1.6 1.6 1.4 0.5 0.5 0.3 0.3 0.0 0.5 1.0 1.5 2.0 2.5 3.0 3.5 4.0 4.5 United States Germany Australia Japan United Kingdom Poland Brazil Malaysia Russia China India Vietnam TiO2 usage per capita in the major emerging markets, particularly in China and India, is significantly below that seen in most Western countries |
 Mineral Sands Market Mineral Sands industry encompasses producers of titanium raw material including ilmenite, titanium slag, rutile, synthetic rutile, and leucoxene Zircon is a key co-product of titanium raw material Industry has benefited from favorable supply / demand characteristics for both high-grade titanium feedstocks & zircon over the last two years Titanium Feedstock- Key Producers Zircon- Key Producers Note: Rio Tinto has a 37% interest in Richards Bay Minerals Iluka 33% Exxaro 20% Richards Bay Minerals 17% Other 30% Rio Tinto 38% Iluka 16% Exxaro 10% Other 37% 22 |
 Constrained Feedstock Environment is Expected to Persist Fundamentals for titanium feedstocks remain strong, despite recent softening in China Developing countries’ intensity of pigment use is expected to grow with rising living standards (GDP/capita) 2 Supply deficits remain structural for most feedstock products, particularly for high quality chloride feedstocks Lack of meaningful investments in titanium minerals mining industry in the past decade No new substantive supply expected to enter the market in the near term High risk and long lead time (typically 5-7 years) in starting new projects China remains primarily import dependent for its titanium ore requirements Ore suppliers have succeeded in recent years in moving prices higher and changing prices quickly Ore prices are expected to increase for pigment producers, despite short-term demand softening 23 1. Per TZMI 4Q2011 forecast. 2. Goldman Sachs Research. Global Supply / Demand for Titanium Feedstock 1 Feedstock Pricing 1 ($ / tonne) Ore supply is tight, creating a favorable pricing environment for the foreseeable future 23 Existing / Approved Production Potential New Projects Underlying Demand 2,000 4,000 6,000 8,000 10,000 12,000 '00A '03A '06A '09A '12E '15E |
 24 24 Overview Zircon Market Overview Zircon is a mineral often produced as a co- product of TiO 2 minerals primarily in Australia and South Africa Global Zircon demand continues to stay significantly higher than supply Expected strong long-term demand driven by urbanization, especially in developing economies such as China Inventories throughout the supply chain at historically low levels Zircon market fundamentals expected to stay positive over the long-term Structural market deficits expected to persist No significant new supply sources are apparent to fill the gap – limited number of quality projects available for development Fundamentals Remain Strong Following three consecutive quarters of substantial price movements for zircon, there was a moderation in the price increase for Q4 2011, with suppliers achieving 10-15% higher prices QoQ for shipments in the last quarter of the year China has had the most significant influence on zircon offtake, as the output of ceramic tiles in the country has slowed in response to a weaker domestic housing market The softer zircon demand resulted in a supplier response ahead of the seasonally slow shipping period in Q1 2012 associated with subdued market activity around Chinese New Year, and resulted in some inventory building at mine sites Zircon prices are expected to stabilize in the next quarter before trending up in the second half of the year as market conditions improve |
 25 IV. Conclusion |
 TiO 2 pigment producers are limited in their ability to make significant capacity expansions to meet incremental demand due to the constrained ore market Access to ore is critical for any meaningful capacity increases Limited substitutes Time and cost to build greenfield plants Tronox management estimates that during 2007-2009, approximately 7% of global capacity was shuttered The projected expansion of TiO 2 pigment supply reflects announced but not completed production facilities, most of which are in China and producing via the sulfate process Current supply dynamics and projected demand increases is expected to result in a continued favorable pricing environment over the long term TiO 2 - Supply/Demand (000’s tonnes)1 26 TiO 2 Pigment Pricing ($ / tonne) 1. Per TZMI 4Q2011 forecast. 2. Per TZMI 4Q2011 forecast. Structural Shift in the Industry Expected to Continue to Drive TiO 2 Prices Higher 26 3,000 4,000 5,000 6,000 7,000 2007A 2008A 2009A 2010A 2011F 2012F 2013F 2014F 2015F Supply Potential New Projects Demand 0.0% 50.0% 100.0% 150.0% 200.0% 250.0% 2009A 2010A 2011E 2012E 2013E 2014E 2015E As a result of strong underlying demand, a lack of capacity and overall structural shift in the industry, TiO 2 prices have increased significantly and are expected to remain high 2 |
 Leading Global Market Position Advantaged, Proprietary TiO2 and Titanium Feedstock Production Technology Best Positioned to Capitalize on Trends in Mineral Sands, TiO2 & Zircon Industries Key Investment Highlights Vertically Integrated Platform Assures Security of Titanium Feedstock Supply and Margin Capture at Both Levels of the Supply Chain Low Cost and Efficient Production Network 27 Innovative, High Performance Products Experienced Management Team |
 Appendix 28 28 |
 Acquisition of Exxaro Mineral Sands 29 Tronox Pro Forma Corporate Structure 29 Transaction Overview Tronox Worldwide LLC Tronox Incorporated’s Non-U.S. Assets Tiwest Joint Venture Tronox Incorporated’s U.S. Assets Tronox Incorporated Current Tronox Incorporated Stockholders Tronox Limited South African Mineral Sands Businesses Exxaro Other Exxaro Assets 100.0% 100.0% 100.0%* 100.0% 50.0% 50.0% 100.0% 74.0% 26.0% 100.0% of Class A Shares (~61.5% of voting rights) 100.0% of Class B Shares (~38.5% of voting rights) *Note: Assuming no Tronox Incorporated shareholders elect to receive exchangeable shares in Tronox Limited. On September 26, 2011, Tronox entered into a definitive agreement to acquire Exxaro Resources’ (“Exxaro”) mineral sands operations, which will create the world’s largest vertically- integrated TiO 2 pigment company (“New Tronox”) Exxaro will receive approximately 38.5% of the common equity in New Tronox in exchange for its mineral sands operations, which will be contributed debt free Exxaro will retain a 26% ownership interest in the South African operations of the Mineral Sands business in order to comply with South African BEE ownership requirements. For the LTM period ended 12/31/2011, New Tronox would have generated pro forma revenues of $2,306 million and Adjusted EBITDA of $844 million (37% Adjusted EBITDA margin) New Tronox will have approximately 3,500 employees and 16 locations around the world The acquisition is expected to close in Q2 2012 Tronox has refinanced its Senior Secured Term Loan ($425 million at signing) with a new $550 million Senior Secured Term Loan and $150 million Senior Secured Delayed Draw Term Loan (together, the “Term Facility”) The Term Facility expressly permits the Exxaro Mineral Sands acquisition and, together with cash on hand, will fund all cash uses to permit the Exxaro Mineral Sands acquisition Tronox’s existing $125 million ABL Revolver has been amended and will remain outstanding |
 Exxaro Transaction Detail Transaction Structure Detail Current Tronox shareholders to exchange existing common stock for new Class A shares in Tronox Limited, a newly-formed Australian-domiciled corporation and $12.50 per share Option to receive exchangeable shares with right to exchange later into Class A shares and $12.50 per share, subject to minimum and maximum (with pro ration) election thresholds Exxaro contributing mineral sands operations to New Tronox in exchange for Class B shares in Tronox Limited Exxaro to retain 26% direct minority ownership in the South African businesses to comply with South African BEE ownership requirements Approximately 10.0 million shares will be issued to Exxaro excluding put/call shares Put/call shares: 1.4 million shares in exchange for Exxaro’s 26% direct interest in the South African operations in the event that the BEE compliance structure is no longer required Transaction is taxable to Tronox shareholders Pro Forma Shares Outstanding 25.9 million shares outstanding (excluding Exxaro’s put/call shares) Intention to list the NYSE after closing 30 30 |
 Key Governance Terms 31 Management and Pro Forma Board of Directors Exxaro Lock-up and Standstill Provisions 9 member board comprising: 6 Class A directors (nominated by Tronox) 3 Class B directors (nominated by Exxaro) Tom Casey to remain Chairman & CEO of combined company Key members of Exxaro's senior management expected to join Tronox including current leader of mining operations Three-year lockup period for Exxaro Standstill limiting Exxaro's ownership to less than 45% until the third anniversary of the transaction Thereafter, board approval process and/or majority support from unaffiliated shareholders required in order for Exxaro to go above 50% |
 Key Governance Terms (cont’d) Limited significant matters require supermajority (6 of 9) approval at board level, including: Change in Executive Management Material acquisitions / dispositions Sale of the Company Decision to pay dividends Class voting (approval of Class A and Class B shareholders voting separately) to approve merger or sale of the company Majority of all the shares in each class for as long as Exxaro’s Class B voting interest is at least 20% Receipt of all regulatory approvals Effective New Tronox and Tronox Inc. registration statement Tronox shareholder approval $20 million termination fee if Exxaro terminates following a fiduciary change in recommendation by Tronox’s board Anticipated Closing Q2 2012 32 Limited Board Supermajority Matters Change of Control Provisions Key Conditions to Closing |
 Tronox Mineral Resources & Reserves Endnotes 33 33 1 Mineral Resources are quoted inclusive of mineral resources that have been modified to ore reserves. 2 Tonnages are quoted in metric million tonnes. 3 "ROM" stands for Run of Mine, which is a mining term that means a stockpile of ore that has been created without any blending or processing, meaning that the ore has been mined and transported to the stockpile location in its original condition. ROM is quoted in millions of tonnes. 4 All extraction methods are open- cut mining operations. 5 "LoMP" stands for Life of Mine Plan, which means either the total number of years needed to extract reserves from a designed mine pit, or a design and costing study of an existing operation in which appropriate assessments have been made of realistic assumed modifying factors to demonstrate at the time of reporting that extracting is reasonably justified. 6 Proven reserves means the economically mineable material derived from a measured resource. Proven reserves are estimated with a high level of confidence, include contaminating materials and allow for losses that are expected to occur when the material is mined. 7 Probable reserves means the economically mineable material derived from a measured or indicated resource, or both. Probable reserves are estimated at a lower evel of confidence than proven reserves, include contaminating materials and allow for losses that are expected to occur when the material is mined. 8 A renewal for the Port Durnford prospecting right has been submitted. The outcome is still pending. 9 A renewal for the Centane prospecting right has been submitted. The outcome is still pending. 10 A portion of the measured resources within Namakwa Sands's mining right, but falling outside the boundary of the approved environmental management plan ("EMP"), was converted to probable reserves pending approval from the DMR to extend Namakwa Sands's EMP boundary. Exxaro Mineral Sands submitted an application to the DMR to extend the Namakwa Sands's EMP boundary, which was approved on March 28, 2012. 11 In 2011, the Namakwa Sands proven and probable reserves amount decreased by approximately 130 million tonnes from the 2010 amount due to mining of the reserves and the exclusion in 2011 of the east orange feldspathic sand ("EOFS") material from Namakwa Sands's life of mine and mineral reserves following a pre- feasibility study conducted in 2011, which concluded that building a proposed new plant to process the EOFS material was not currently economically feasible. The EOFS material, however, still remains part of Namakwa Sands's mineral resources, and Exxaro Mineral Sands is investigating alternative technologies for processing the EOFS material. 12 Block P, Port Dunford, Centane, and Cooljarloo West are exploratory programs without known reserves. |