Tronox Inc., a leading producer and marketer of titanium dioxide pigment headquartered in Oklahoma City, Oklahoma, USA, and South Africa-based Exxaro Resources announced a definitive agreement in late September 2011 whereby Tronox will acquire Exxaro’s 74% interest in the KZN Sands and Namakwa Sands operations in South Africa and Exxaro’s 50% interest in the Tiwest joint venture in Western Australia, where Tronox already owns the other 50%. Exxaro will retain a 26% direct ownership interest in the South African assets to comply with the requirements of the South African Mining Charter and the South African Mineral and Petroleum Resources Development Act.

In exchange for these assets, Exxaro will acquire an approximate 38.5% equity interest in Tronox. To effectuate the transaction, Tronox will form a new, Australian-domiciled holding corporation (New Tronox) that combines all current Tronox assets with the newly acquired Exxaro mineral sands assets. The transaction has been approved by the boards of directors of both companies and is expected to close in the first half of 2012.

The Tronox-Exxaro transaction will create a vertically integrated company, with 3,500 employees in 16 locations around the world. New Tronox will have capacity to produce about 465,000 mt/y of titanium dioxide pigment, 95,000 mt/y of natural rutile, 380,000 mt/y of slag and 220,000 mt/y of synthetic rutile, which are raw materials for titanium dioxide production. It will also have capacity to produce about 265,000 mt/y of zircon and 220,000 mt/y of pig iron. Management of the mineral sands assets will be based in South Africa.

Exxaro’s KZN Sands operations are located on South Africa’s east coast, about 20 km southwest of Richards Bay. The current mine, Hillendale, is near the end of its useful life, and is scheduled to be replaced by a new mine at Fairbreeze, adjacent to the existing mine, with a mine life of at least 12 years.

The Namakwa Sands operations are located along the west coast of South Africa and include mining at Brand-se-Baai, 385 km north of Cape Town; mineral separation at Koekenaap, 350 km north of Cape Town; and smelting at Saldanha, 150 km north of Cape Town.

Tiwest operations in Western Australia include the Cooljarloo mine, 170 km north of Perth; the Chandala mineral separation and synthetic rutile plants, 70 km north of Perth; and the Kwinana pigment plant, just south of Perth.

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