TITAN MINERALS LIMITED

ACN 117 790 897 (Subject to Deed of Company Arrangement)

(Formerly ‘Minera Gold Limited’)

SUPPLEMENTARY PROSPECTUS

The Deed Administrators of Titan Minerals Limited (Subject to Deed of Company Arrangement) have delegated the authority to prepare and issue this Supplementary Prospectus to the Directors. In this regard, this Supplementary Prospectus has been prepared by the Directors and the Deed Administrators are not responsible for its contents. Accordingly, the Deed Administrators and their servants, agents and employees do not make any representation or warranty (express or implied) as to the accuracy, reasonableness or completeness of the information contained in this Supplementary Prospectus and do not accept responsibility or liability for the accuracy of any information included, or any failure to include information in this Supplementary Prospectus.

THIS IS A SUPPLEMENTARY PROSPECTUS TO THE PROSPECTUS LODGED WITH ASIC ON 18 AUGUST 2017 AND MUST BE READ TOGETHER WITH THAT PROSPECTUS.

THIS IS AN IMPORTANT DOCUMENT AND SHOULD BE READ IN ITS ENTIRETY.

IF YOU ARE IN DOUBT ABOUT WHAT TO DO, YOU SHOULD CONSULT YOUR PROFESSIONAL ADVISER WITHOUT DELAY.

THE SECURITIES OFFERED BY THIS PROSPECTUS ARE OF A SPECULATIVE NATURE.

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1. IMPORTANT INFORMATION

This is a supplementary prospectus (Supplementary Prospectus) intended to be read with the prospectus dated 18 August 2017 (Prospectus), issued by Titan Minerals Limited (Subject to Deed of Company Arrangement) (ACN 117 790 897) (Company). The Prospectus was prepared in order to, among other things:

(a) complete the Public Offer to support the Company’s proposed business activities going forward; and

(b) complete the Other Offers that related to the Recapitalisation Proposal.

This Supplementary Prospectus dated 31 August 2017 was lodged with the ASIC on that date. ASIC and its officers take no responsibility for the contents of this Supplementary Prospectus.

Other than as set out below, all details in relation to the Prospectus remain unchanged. Terms and abbreviations defined in the Prospectus have the same meaning in this Supplementary Prospectus. If there is a conflict between the Prospectus and this Supplementary Prospectus, this Supplementary Prospectus will prevail.

This Supplementary Prospectus will be issued with the Prospectus as an electronic prospectus and may be accessed on the Company’s website at www.titanminerals.com.au.

This is an important document and should be read in its entirety. If you do not understand it you should consult your professional advisers without delay.

2. SUPPLEMENTARY INFORMATION

The purpose of this Supplementary Prospectus is to make the following revisions to the Prospectus.

2.1 Independent Legal Opinion

Section 6 of the Prospectus is amended by replacing annex 5 of the Independent Legal Opinion with the updated annex 5 of the Independent Legal Opinion included as Annexure A to this Supplementary Prospectus.

Gallo Barrios Pickmann Abogados has given its written consent to being named as the independent legal adviser to the Company in this Supplementary Prospectus and to the inclusion of the updated annex 5 of the Independent Legal Opinion in Annexure A and all statements referring to or based on the updated Independent Legal Opinion in this Supplementary Prospectus in the form and context in which they are included. Gallo Barrios Pickmann Abogados has not caused or authorised the issue of this Supplementary Prospectus and has not withdrawn its consent prior to the lodgement of this Supplementary Prospectus with ASIC.

2.2 Miguel Cardozo profile

Section 8.2(b) – profile of Mr Miguel Cardozo is deleted and replaced with the following:

(b) Mr Miguel Cardozo – Chief Executive Officer

With effect from Completion, the Directors and Mr Miguel Cardozo, Chief Executive Officer, will be the persons having the authority and responsibility for planning, directing and controlling the major activities of the Company.

Dr. Cardozo is an Exploration Geologist who graduated at the Universidad Nacional de Ingeniería in Lima and with a PhD degree from the University of Heidelberg in Germany. He has 40 years of mineral exploration experience throughout the Americas and has occupied senior management roles with Newmont, North Limited, Teck, Placer Dome and Aurion Gold amongst others. Remarkably, Dr. Cardozo leaded the team that discovered the Yanacocha gold district in 1985 and the Galeno copper-gold porphyry deposit in 1994. He is also experienced in organizing and managing mining businesses and operations of different sort and at various degrees of complexity and advancement.

Dr. Cardozo is the current 2nd. Vice President of the Instituto de Ingenieros de Minas del Perú (IIMP), a former Vice President of the Board of Directors of the Chamber of Commerce Canada Peru (CCCP), a former Vice President of the Regional Lecturer

This Supplementary Prospectus is intended to be read with the prospectus dated 18 August 2017 issued by 2 Titan Minerals Limited (Subject to Deed of Company Arrangement) (ACN 117 790 897).

Program and a Member of the Council of the Society of Economic Geologists (SEG), a former Vice President of the Sociedad Geológica del Perú (SGP) and an active member of various other professional institutions at local and international level, namely the Prospectors and Developers Association of Canada (PDAC), Society for Geology Applied to Mineral Deposits (SGA), Society for Mineral Exploration British Columbia (SMEBC), Colegio de Ingenieros del Perú (CIP) y la Asociación de Exploradores del Perú (AEPE).

Mr Cardozo was a director of the Company from 8 April 2015 – 27 May 2015 (prior to the Company entering administration).

2.3 ASIC Relief

Insert new Section 10.14 as follows:

10.14 ASIC Relief

The Company has applied to ASIC for case specific relief to modify section 609 of the Corporations Act such that the Company will not have a relevant interest in Shares merely because they are subject to voluntary escrow agreements detailed in Section 9.17. This relief was sought to avoid the voluntary escrow arrangements giving rise to a breach of the takeovers provision in Chapter 6 of the Corporations Act. ASIC granted the relief on 30 August 2017.

2.4 Indicative Timetable

The Offers were originally due to close on 1 September 2017. The Directors have agreed to extend the closing date of the Offers to 8 September 2017.

Subject to the Listing Rules, the Company anticipates that the Offers will be completed in accordance with the following revised indicative timetable:

Closing Date of Offers 5.00pm (WST) 8 September 2017

Issue of shares under the Offers 15 September 2017

Despatch of holding statements 18 September 2017

Expected date for quotation of shares on the Official List 29 September 2017

3. CONSENT

Each of the Directors has given his or her written consent to being named in this Supplementary Prospectus in the context in which they are named and have not withdrawn their consent prior to lodgement of this Supplementary Prospectus with ASIC.

4. APPLICATION FOR SECURITIES

The Directors believe that the changes in this Supplementary Prospectus are not materially adverse from the point of view of an investor. Accordingly, no action needs to be taken if you have already applied for Securities under the Offers.

5. GENERAL

Other than as provided in this Supplementary Prospectus, all other information contained in the Prospectus remains unchanged.

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6. AUTHORISATION

This Supplementary Prospectus is authorised by each of the Directors.

This Supplementary Prospectus is signed for and on behalf of the Company, pursuant to a resolution of the Board, by:

Matthew Carr Executive Director Dated: 31 August 2017

This Supplementary Prospectus is intended to be read with the prospectus dated 18 August 2017 issued by 4 Titan Minerals Limited (Subject to Deed of Company Arrangement) (ACN 117 790 897).

ANNEXURE A

5

This Supplementary Prospectus is intended to be read with the prospectus dated 18 August 2017 issued by 6 Titan Minerals Limited (Subject to Deed of Company Arrangement) (ACN 117 790 897).

7

This Supplementary Prospectus is intended to be read with the prospectus dated 18 August 2017 issued by 8 Titan Minerals Limited (Subject to Deed of Company Arrangement) (ACN 117 790 897).

9

This Supplementary Prospectus is intended to be read with the prospectus dated 18 August 2017 issued by 10 Titan Minerals Limited (Subject to Deed of Company Arrangement) (ACN 117 790 897).

11

This Supplementary Prospectus is intended to be read with the prospectus dated 18 August 2017 issued by 12 Titan Minerals Limited (Subject to Deed of Company Arrangement) (ACN 117 790 897).

13

This Supplementary Prospectus is intended to be read with the prospectus dated 18 August 2017 issued by 14 Titan Minerals Limited (Subject to Deed of Company Arrangement) (ACN 117 790 897).

15

This Supplementary Prospectus is intended to be read with the prospectus dated 18 August 2017 issued by 16 Titan Minerals Limited (Subject to Deed of Company Arrangement) (ACN 117 790 897).

17

This Supplementary Prospectus is intended to be read with the prospectus dated 18 August 2017 issued by 18 Titan Minerals Limited (Subject to Deed of Company Arrangement) (ACN 117 790 897).

19

This Supplementary Prospectus is intended to be read with the prospectus dated 18 August 2017 issued by 20 Titan Minerals Limited (Subject to Deed of Company Arrangement) (ACN 117 790 897).

21

This Supplementary Prospectus is intended to be read with the prospectus dated 18 August 2017 issued by 22 Titan Minerals Limited (Subject to Deed of Company Arrangement) (ACN 117 790 897).

23

This Supplementary Prospectus is intended to be read with the prospectus dated 18 August 2017 issued by 24 Titan Minerals Limited (Subject to Deed of Company Arrangement) (ACN 117 790 897).

25

This Supplementary Prospectus is intended to be read with the prospectus dated 18 August 2017 issued by 26 Titan Minerals Limited (Subject to Deed of Company Arrangement) (ACN 117 790 897).

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