White Mountain Titanium Corp.: Form 10-Q - Filed by newsfilecorp.com

10-Q 1 form10q.htm FORM 10-Q White Mountain Titanium Corp.: Form 10-Q - Filed by newsfilecorp.com

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 ended June 30, 2016

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

For the transition period from __________ to __________

Commission File Number 000-55441

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]

96,114,442 shares of the issuer’s common stock, $.001 par value, were issued and outstanding at August 15, 2016.

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
SIGNATURES	22

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

WHITE MOUNTAIN TITANIUM CORPORATION

Condensed Consolidated Interim Balance Sheets

(Expressed in US dollars)

As at		June 30, 2016			December 31, 2015
		(unaudited)			(audited)
Assets
Current
Cash	$	1,157,252		$	396,878
Prepaid expenses		94,785			196,924
Receivables		26,456			2,203
Total Current Assets		1,278,493			596,005
Property and Equipment (Note 4)		250,821			286,416
Mineral Properties (Note 5)		651,950			651,950

Total Assets	$	2,181,264		$	1,534,371

Current Liabilities
Accounts payable and accrued liabilities	$	131,445		$	135,354

Long Term Liabilities
Convertible Note (Note 6)		881,986			-
Derivative Liability (Note 6)		798,338			-
Total Long Term Liabilities		1,680,324			-

Total Liabilities		1,811,769			135,354

Stockholders’ Equity

Preferred Stock and Paid-in Capital in Excess of $0.001 Par Value (note 7) 100,000,000 shares authorized 100 (2015 – Nil) shares issued and outstanding		-			-
Common Stock and Paid-in Capital in Excess of $0.001 Par Value (note 7) 500,000,000 shares authorized 96,114,442 (2015 – 96,114,442) shares issued and outstanding		61,476,228			61,052,678

Accumulated Deficit		(61,106,733	)		(59,653,661	)

Total Stockholders’ Equity		369,495			1,399,017

Total Liabilities and Stockholders’ Equity	$	2,181,264		$	1,534,371

See notes to the unaudited condensed consolidated interim financial statements.

WHITE MOUNTAIN TITANIUM CORPORATION

Condensed Consolidated Interim Statements of Operations

(Unaudited - Expressed in US dollars)

		Three months ended June 30,						Six months ended June 30,
		2016			2015			2016			2015
Expenses
Advertising and promotion	$	15,005		$	152,657		$	26,908		$	245,346
Amortization		18,032			20,707			35,595			41,398
Bank charges and interest		119,979			5,365			141,173			9,573
Consulting fees		111,690			184,928			183,708			239,136
Consulting fees – directors and officers		88,250			393,127			229,000			592,627
Exploration (Note 5)		186,932			216,395			423,723			678,065
Filing fees		7,094			9,390			15,077			17,952
Insurance		19,619			11,800			30,294			20,908
Investor relations		-			5,755			286			32,393
Licenses and taxes, net		6,758			2,035			6,758			2,177
Management fees		8,975			75,525			17,950			124,445
Office		14,320			16,141			37,427			32,492
Professional fees		61,166			104,288			163,646			193,152
Rent		52,895			55,842			96,636			110,350
Staff salaries and benefits		17,390			16,248			35,013			35,846
Telephone		6,073			7,445			8,460			12,618
Transfer agent fees		4,913			1,983			5,607			3,247
Travel and vehicle		27,583			56,442			49,674			122,531


Loss Before Other Items		(766,674	)		(1,336,073	)		(1,506,935	)		(2,514,256	)
Gain on Derivative Liability (Note 6)		39,401			-			47,471			-

Foreign Exchange		10,120			(71,989	)		6,392			(76,318	)
Interest Income		-			-			-			-

Net Loss and Comprehensive Loss for Period		(717,153	)		(1,408,062	)		(1,453,072	)		(2,590,574	)

Basic and Diluted Loss Per Common Share (Note 8)	$	(0.01	)	$	(0.02	)	$	(0.02	)	$	(0.03	)

Weighted Average Number of Shares of Common Stock Outstanding		96,114,442			90,654,018			96,114,442			88,389,508

See notes to the unaudited condensed consolidated interim financial statements.

WHITE MOUNTAIN TITANIUM CORPORATION

Condensed Consolidated Statements of Interim Stockholders’ Equity

(Unaudited - Expressed in US dollars)

			Common Stock
			and Paid-In						Total
	Shares of		Capital	Shares of					Stockholders’
	Common		In Excess of Par	Preferred		Accumulated			Equity
	Stock		Value	Stock		Deficit

Balance, December 31, 2015	96,114,442	$	61,052,678	-	$	(59,653,661	)	$	1,399,017
Stock-based compensation (Note 7(d))	-		17,950	-		-			17,950
Preferred shares issued (Note 6)	-		-	100		-			-
Equity component of convertible note (Note 6)	-		405,600	-		-			405,600
Net loss for the period	-		-	-		(1,453,072	)		(1,453,072	)
Balance, June 30, 2016	96,114,442	$	61,476,228	100	$	(61,106,733	)	$	369,495

See notes to the unaudited condensed consolidated interim financial statements.

WHITE MOUNTAIN TITANIUM CORPORATION

Condensed Consolidated Interim Statements of Cash Flows

(Unaudited - Expressed in US dollars)

		Six months ended June 30,
		2016			2015
Operating Activities
Net loss for period	$	(1,453,072	)	$	(2,590,574	)
Items not involving cash
Amortization		35,595			41,398
Stock-based compensation		17,950			442,295
Common stock issued for services		-			135,000
Interest accretion on convertible note		133,395			-
Gain on derivative liability		(47,471	)		-
Changes in non-cash working capital
Prepaid expenses		102,138			(180,164	)
Receivables		(24,253	)		195
Accounts payable and accrued liabilities		(3,908	)		(103,859	)
Cash Used in Operating Activities		(1,239,626	)		(2,255,709	)

Investing Activities
Additions to property and equipment		-			(1,025	)
Cash Used in Investing Activities		-			(1,025	)

Financing Activities
Cash received from issuance of convertible note		2,000,000			-
Issuance of common stock for cash		-			3,129,500
Cash Provided by Financing Activities		2,000,000			3,129,500

Inflow (outflow) of Cash		760,374			872,766
Cash, Beginning of Period		396,878			949,806
Cash, End of Period	$	1,157,252		$	1,822,572

Supplemental Cash Flow Information
Income tax paid	$	-		$	-
Interest paid	$	-		$	-

See notes to the unaudited condensed consolidated interim financial statements.

WHITE MOUNTAIN TITANIUM CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

Six months ended June 30, 2016

(Unaudited - Expressed in US dollars)

1.	NATURE OF BUSINESS, BASIS OF PRESENTATION AND GOING CONCERN

White Mountain Titanium Corporation, through its subsidiaries, (collectively, 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 interim 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, 2016 and for the period then ended have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States (“US”) accounting principles generally accepted in the United States of America (“US GAAP”) have been condensed or omitted. These unaudited condensed consolidated interim financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s December 31, 2015, Annual Report on Form 10-K filed with the US Securities and Exchange Commission (“SEC”) on March 28, 2016. The organization and business of the Company, accounting policies followed by the Company, other than the recently adopted accounting pronouncements discussed below and other information are contained in the notes to the Company’s audited consolidated financial statements for the year ended December 31, 2015 filed as part of the Company’s December 31, 2015 Annual Report on Form 10-K. The results of operations for the period ended June 30, 2016 are not necessarily indicative of the operating results for the full year.

These condensed consolidated interim financial statements have been prepared by management on the basis of US 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 $61,106,733 at June 30, 2016 (December 31, 2015 - $59,653,661), 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. Management intends to raise additional capital through stock issuance to finance operations. However, there is no assurance that management will be successful in its future financing activities.

2.	SIGNIFICANT ACCOUNTING POLICIES

Convertible debentures

Convertible debentures and warrants are bifurcated between debt component and equity component based on the relative fair values of the debt and warrants, the conversion component of the debt component is then fair valued and accounted for as additional discount to the debt component and is treated as a derivative liability and fair valued every balance sheet date, the resulting discount to the debt component is amortized over the term of the debt using the effective interest rate method.

The following accounting pronouncements were adopted by the Company:

WHITE MOUNTAIN TITANIUM CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

Six months ended June 30, 2016

(Unaudited - Expressed in US dollars)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

During the period, the Company adopted update No. 2015-02 Consolidation (Topic 810) Amendments to the Consolidated Analysis. The amendments in this Update affect reporting entities that are required to evaluate whether they should consolidate certain legal entities. All legal entities are subject to reevaluation under the revised consolidation model. Specifically, the amendments:

	1.	Modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities (VIEs) or voting interest entities

	2.	Eliminate the presumption that a general partner should consolidate a limited partnership

	3.	Affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships

	4.	Provide a scope exception from consolidation guidance for reporting entities with interests in legal entities that are required to comply with or operate in accordance with requirements that are similar to those in Rule 2a-7 of the Investment Company Act of 1940 for registered money market funds.

The amendments in this Update are effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015.

The adoption of this standard had no effects on the Company’s condensed consolidated interim financial statements.

During the current year, the Company adopted FASB Update No. 2014-12—Compensation—Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (a consensus of the FASB Emerging Issues Task Force). The adoption of this standard had no effects on the Company’s condensed consolidated interim financial statements.

In April 2015, the FASB issued ASU No. 2015-03, “Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”). ASU 2015-03 requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. Prior to the issuance of the standard, debt issuance costs were required to be presented in the balance sheet as an asset. ASU 2015-03 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. The adoption of this standard had no effects on the Company’s condensed consolidated interim financial statements.

In August 2014, the FASB issued Update No. 2014-15—Presentation of Financial Statements— Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The amendments in the Update provide guidance on management’s responsibility to disclose conditions or events that raise substantial doubt about an entity’s ability to continue as a going concern. The Update requires management also to discuss plans to mitigate the conditions or events and if the plans will alleviate the substantial doubt by considering the probability of implementation of the plans and mitigation effect of the plans. The new requirements are effective for annual periods ending after December 15, 2016. The adoption of this standard is not expected to have significant effects on the Company’s condensed consolidated interim financial statements.

WHITE MOUNTAIN TITANIUM CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

Six months ended June 30, 2016

(Unaudited - Expressed in US dollars)

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)”. The core principle of the standard is that a lessee should recognize the assets and liabilities that arise from leases. A lessee should recognize in its statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. The Company will be required to adopt the new standard in the first quarter of 2019. The Company is currently evaluating the impact this new standard will have on its financial statements.

3.	FINANCIAL INSTRUMENTS AND RISKS

(a)

The Company has classified its financial instruments as follows:

Cash – as held-for-trading
Receivables – as refundable deposits and receivables
Accounts payable and accrued liabilities – as other financial liabilities
Convertible Note – as other financial liabilities
Derivative Liabilities – as held for trading

The carrying amounts of the Company’s cash, receivables and accounts payables and accrued liabilities approximate their respective fair values due to the short maturities of these instruments. The Company’s Convertible Note is classified as other financial liabilities and is carried at amortized cost. The fair value of the Convertible Note approximates its face value. 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).

The following table summarizes the fair value by level at June 30, 2016 and December 31, 2015 for assets and liabilities measured at fair value on a recurring basis:

June 30, 2016		Level 1		Level 2		Level 3		Total
Cash	$	1,157,252	$	-	$	-	$	1,157,252
Derivative Instruments	$	-	$	798,338	$	-	$	798,338

December 31, 2015		Level 1			Level 2			Level 3			Total
Cash	$	396,878		$	-		$	-		$	396,878

WHITE MOUNTAIN TITANIUM CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

Six months ended June 30, 2016

(Unaudited - Expressed in US dollars)

3.	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 by maintaining its cash with high credit quality US, Chilean and Chinese financial institutions.

(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 at June 30, 2016 and December 31, 2015 totaled $1,157,252 and $396,878, respectively. At June 30, 2016 and December 31, 2015, the Company had accounts payable and accrued liabilities of $131,445, and $135,354, respectively, all of which fall due in the next fiscal quarter. The Company has a Convertible Note for principal amount of $2,000,000 which is due on March 16, 2018.

(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

	(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. The Company’s Convertible Note is not exposed to interest rate cash flow risk as it bears a fixed interest rate.

	(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.

The Company’s cash consists of cash held in bank accounts. Due to the short-term nature of this financial instrument, fluctuations in market interest rates do not have a significant impact on estimated fair values and on cash flows associated with the interest income.

The convertible notes have a fixed rate of 7% (note 6) the Company is not exposed to interest cash-flow risk as fluctuations on market rates do not impact the Company’s cash-flows.

WHITE MOUNTAIN TITANIUM CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

Six months ended June 30, 2016

(Unaudited - Expressed in US dollars)

3.	FINANCIAL INSTRUMENTS AND RISKS (continued)

	(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 Chilean pesos (“CLP”), Chinese yuan (“RMB”), and Hong Kong dollars (“HKD”)). As at June 30, 2016, the Company has net monetary liabilities of $26,976 (December 31, 2015 - net monetary liabilities of $44,693) denominated in CLP, net monetary assets of $1,413 (December 31, 2015 - $7,678) denominated in HKD, and net monetary assets of $39,148 (December 31, 2015 - $152,095) denominated in RMB.

		As at June 30, 2016, the Company’s sensitivity analysis suggests that a change in the absolute rate of exchange in CLP, RMB and HKD by 10% 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.

4.	PROPERTY AND EQUIPMENT

		June 30, 2016
				Accumulated
		Cost		Amortization		Net
Land held for future development	$	146,636	$	-	$	146,636
Vehicles		129,439		124,924		4,515
Office furniture and fixtures		175,048		96,687		78,361
Office equipment		33,574		25,136		8,438
Computer equipment		7,553		7,553		-
Computer software		68,995		68,995		-
Field equipment		154,150		141,279		12,871

	$	715,395	$	464,574	$	250,821

		December 31, 2015
				Accumulated
		Cost		Amortization		Net
Land held for future development	$	146,636	$	-	$	146,636
Vehicles		129,439		117,590		11,849
Office furniture and fixtures		175,048		81,779		93,269
Office equipment		33,574		22,818		10,756
Computer equipment		7,553		7,553		-
Computer software		68,995		68,995		-
Field equipment		154,150		130,244		23,906

	$	715,395	$	428,979	$	286,416

WHITE MOUNTAIN TITANIUM CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

Six months ended June 30, 2016

(Unaudited - Expressed in US dollars)

5.	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, 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.

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 southwest of the city of Vallenar and 17 kilometres southwest of the Cerro Blanco project, consists of six registered exploration concessions. 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 frequently 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 (“AROs”).

WHITE MOUNTAIN TITANIUM CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

Six months ended June 30, 2016

(Unaudited - Expressed in US dollars)

Exploration expenditures incurred by the Company during the six months ended June 30, 2016 and 2015 were as follows:

		2016		2015

Assaying	$	-	$	1,123
Concession fees		76,620		72,330
Environmental		-		248,507
Equipment rental		4,247		6,383
Geological consulting fees		24,433		33,371
Site costs		314,024		296,719
Transportation		4,399		19,632

Exploration expenditures for period	$	423,723	$	678,065

6.	NOTES PAYABLE

On March 16, 2016, the Company and its wholly-owned subsidiary Sociedad Contractual Minera White Mountain Titanium Corporation entered into a loan agreement and issued a 7% Senior Convertible Promissory Note to the lender for a total of $2,000,000 (the “Convertible Note”).

The Convertible Note has a maturity date of March 16, 2018 and bears simple interest of 7% per annum on the unpaid principal amount until the principal amount is repaid in full.

The Convertible Note is convertible into shares of the Company’s Series A Preferred Stock (“Series A Shares”) at the rate of $0.12 per share, par value of $0.001 per share. Except for the right to elect one director, the Series A Shares have the same voting rights as Common Stockholders and are convertible into Common Stock at conversion price of $0.12 per share. The Convertible Note will automatically convert into Series A Preferred Stock if the Company successfully raises an additional $8,000,000, the proceeds of which are allocated for certain qualified milestones relating to the Cerro Blanco project, or if the Company secures a water off-take agreement for its proposed desalination plant with volume and price components that are mutually satisfactory to both the Company and the lender. In addition, the Company issued to the lender 100 shares of Series A Preferred Stock with a $0.001 par value and warrants to purchase 8,333,333 shares of Common Stock at price of $0.30 per share until March 16, 2019. An amount of $12 was recognized for the preferred share issuance which has been recognized as a derivative liability.

In the event of default, the interest rate increases to 25% per annum. Subject to certain exceptions, the Convertible Note is senior to any other indebtedness of the Company.

The fair value of the liability component was determined using present value of expected cash-flows. The conversion component of the Convertible Note was classified as a derivative liability. The estimated fair value of the derivative liability component was valued using the Black-Scholes option model using the following assumptions: volatility of 145.14%, expected term of 2 years, discount rate of 1.13% and dividend yield of 0%. The warrants were classified as equity and were recorded as additional paid in capital at their estimated fair value using the Black-Scholes option model using the following assumptions: volatility of 131.93%, expected term of 3 years, discount rate of 1.13% and dividend yield of 0%.

WHITE MOUNTAIN TITANIUM CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

Six months ended June 30, 2016

(Unaudited - Expressed in US dollars)

Based on the valuation of the instruments, the proportionate allocation of fair values of the Convertible Note on initial recognition was allocated to the debt component as $748,591, the derivative liability component as $845,809 and the warrants component as $405,600.

The derivative component was further revalued at June 30, 2016 resulting in a gain on derivative liability of $47,471 and an ending balance of $798,338. The derivative liability component was revalued using the following assumptions: volatility of 147.71%, expected term of 1.71 years, discount rate of 1.13% and dividend yield of 0%.

$133,395 of accretion expense was recognized using the effective interest rate during the six months ended June 30, 2016. The debt component as at June 30, 2016 is $881,986.

7.	CAPITAL STOCK

(a) Common stock

During the six months ended June 30, 2016, no common stock was issued.

(b) Preferred stock

During the period ended June 30, 2016, the Company designated 19,000,100 shares of Series A preferred stock with a par value of $0.001 per share. Each share of preferred stock is convertible into one common share at any time at the holder’s option, at a conversion of $0.12 per share 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 is 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 is convertible. The preferred stockholders are further entitled to the same dividends and distributions as the common stockholders.

In connection with the issuance of the Convertible Note (Note 6), 100 shares of Series A Preferred Stock, $0.001 par value, were issued to the note holder.

The Company has a stock option plan, adopted in 2005, and a stock option/stock issuance plan, adopted in 2010, which has been replaced by a stock incentive plan adopted in June 2015 (individually, the “2005 Plan”, the “2010 Plan”, and the “2015 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, and the 2015 Plan was originally authorized to grant 4,641,040 shares, which amount is increased at the end of each year to represent 10% of the total number of shares of Common Stock outstanding on the last trading day in December of the immediately preceding calendar year, less 3,949,500 shares. Effective January 1, 2016, the 2015 Plan authorized shares automatically increased to 5,661,944 shares. 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 2015 Plan may not exceed ten years and the exercise price of any stock option plan is fixed by the plan administrator.

WHITE MOUNTAIN TITANIUM CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

Six months ended June 30, 2016

(Unaudited - Expressed in US dollars)

7.	CAPITAL STOCK (continued)

The Company originally also adopted a management compensation pool for the benefit of officers, directors and employees of the Company. The pool consists of 1% of the outstanding shares at the end of each year. The shares granted under the compensation pool program are issued under the 2015 Plan.

The following table represents service-based stock option activity during the six months ended June 30, 2016 and the year ended December 31, 2015:

	June 30, 2016			December 31, 2015
	Number of		Weighted Average	Number of			Weighted Average
	Shares		Exercise Price	Shares			Exercise Price

Outstanding - beginning of period	1,375,000	$	0.45	1,225,000		$	0.55
Granted	-	$	-	300,000		$	0.45
Expired /Cancelled	-	$	-	(150,000	)	$	-

Outstanding and exercisable – end of period	1,375,000	$	0.45	1,375,000		$	0.45

As at June 30, 2016 and December 31, 2015, the following stock options were outstanding:

		Exercise	June 30,	December 31,
Expiry Date		Price	2016	2015

October 2, 2017	$	0.45	375,000	375,000
December 31, 2017	$	0.45	1,000,000	1,000,000
			1,375,000	1,375,000

The shares under option at June 30, 2016 had an intrinsic value of $nil (December 31, 2015 - $nil) and a weighted average remaining contractual life of 1.41 (December 31, 2015 – 1.94) years.

(d) Stock-based compensation

During the six months ended June 30, 2016, $17,950 (2015 - $48,919) was recognized as stock-based compensation for amortization of shares of common stock issuable upon the market performance of the Company’s stock. The remaining unamortized balance of $93,104 (2015 - $166,929) will be amortized through July 2019.

WHITE MOUNTAIN TITANIUM CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

Six months ended June 30, 2016

(Unaudited - Expressed in US dollars)

7.	CAPITAL STOCK (continued)

(e) Warrants

On March 16, 2016, the Company issued warrants to purchase 8,333,333 shares of Common Stock, in connection with the Convertible Note (Note 6). Each whole warrant is exercisable at $0.30 per share until March 16, 2019.

Stock purchase warrant activity for the period ended June 30, 2016 and the year ended December 31, 2015 is as follows:

	June 30, 2016				December 31, 2015
				Weighted			Weighted
	Number			Average	Number		Average
	of Warrants			Exercise Price	of Warrants		Exercise Price


Outstanding - beginning of year	35,362,585		$	0.34	21,487,585	$	0.55
Issued	8,333,333			0.30	13,875,000		0.35
Expired	(5,048,299	)		0.30	-
Outstanding	38,647,619		$	0.34	35,362,585	$	0.34

As at June 30, 2016 and December 31, 2015, the following warrants were outstanding:

			June 30,	December 31,
Expiry Date		Exercise Price	2016	2015
April 30, 2016	$	0.30	-	1,770,328
April 30, 2016	$	0.30	-	910,534
April 30, 2016	$	0.30	-	2,367,437
December 31, 2017	$	0.30	5,714,286	5,714,286
December 31, 2017	$	0.65	600,000	600,000
December 31, 2018	$	0.35	4,500,000	4,500,000
December 31, 2018	$	0.35	5,625,000	5,625,000
December 31, 2018	$	0.35	13,875,000	13,875,000
March 16, 2019	$	0.30	8,333,333	-
			38,647,619	35,362,585

8.	LOSS PER SHARE

Potentially dilutive securities not included in diluted weighted average shares outstanding include shares underlying 1,375,000 in outstanding options and 38,647,619 in outstanding warrants.

WHITE MOUNTAIN TITANIUM CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

Six months ended June 30, 2016

(Unaudited - Expressed in US dollars)

9.	COMMITMENTS

The Company entered into a lease agreement for office premises in China that commenced July 1, 2014 and expires June 30, 2021. The total lease payment pursuant to the agreement is $584,018, of which the remaining balance at June 30, 2016 is $375,440. In June 2016, the Company reached an agreement with the landlord to terminate the lease on August 2, 2016 with a loss of a deposit of $14,000.

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 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, 2015, and our unaudited interim consolidated condensed financial statements for the six months ended June 30, 2016 and accompanying notes to these financial statements (“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, continued access to financing, 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 engaged in the search for mineral deposits or reserves which could be economically and legally extracted or recovered. We hold mining concessions covering two rutile properties located in the Atacama region (Region III) of northern Chile, namely Cerro Blanco and La Martina.

We were incorporated in the State of Nevada on April 24, 1998. We have six wholly owned subsidiaries: SCM White Mountain Titanium, a Chilean stock company which holds our Chilean mining concessions for our Cerro Blanco project and conducts our principal exploration operations on that property; White Mountain Metals SpA, a Chilean stock company; White Mountain Minerals SpA, which holds our Chilean mining concessions for our La Martina project and conducts our principal exploration operations on that property; White Mountain Energy Ltda., an inactive Chilean company; White Mountain Titanium (Hong Kong), a Hong Kong corporation; and Cerro Blanco Titanium Corporation Limited (Shenzhen), a Chinese corporation.

Our principal business is to explore for and develop natural rutile deposits on our mining concessions. Our principal objectives are to advance the Cerro Blanco project towards a final engineering feasibility, to secure off-take agreements for the planned rutile concentrate output, and to secure funding or other arrangements to place the project into production, if warranted. We intend to sell the rutile concentrate to titanium metal and pigment producers. In addition, we continue to research into the recovery of feldspar, which, if successful, would provide another potential income stream from the sale of feldspar to the glass and ceramics industries.

During the current year, we will look to advance our Cerro Blanco Project on several related fronts. Firstly engineering activities will be ramped up to satisfy the requirements of a full feasibility study. Secondly additional drilling will be carried out at Cerro Blanco, not only to increase the overall resource base, but to identify areas of high grade rutile mineralization which would provide quality process plant feed in the early years of production. Thirdly, we, working with Nexo WMTM Holdings, LLC (“Nexo”), will seek to obtain off-take agreements for industrial water, which can be made available for sale, from our desalination plant. To that end, discussions have already taken place with a number of interested parties whose water requirements could be met by our water project. Whilst the production of industrial water is an integral part of the mining project, sales of surplus water to parties in the Huasco Valley could represent another potential income stream for the project.

Our common stock is currently traded in the over-the-counter market and is quoted on the OTCQB Markets. Upon meeting listing requirements, it is our intention to graduate to a more senior exchange in due course.

We have produced no revenues, have experienced losses since inception, have no revenue producing operations, and currently rely upon the sale of our securities to fund our exploration activities on our mining properties.

Cerro Blanco

We are progressing in various stages of development on our Cerro Blanco project, which is our principal project. We have identified nine natural rutile prospects 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 58 registered mining exploration concessions and three exploration concessions over an area of approximately 14,791 hectares.

La Martina

La Martina consists of six registered exploration concessions, covering an area of 1,288 hectares, comparable in size to the area covering the current nine known prospects at Cerro Blanco. Alteration and mineralization at La Martina is similar to that observed on the Cerro Blanco property.

Off-Take Agreements

We currently have two definitive off-take agreements in place:

	•	During 2011, we entered into our first off-take agreement with a major international pigment producer whereby that producer has agreed to purchase 25,000 tonnes per annum of our standard grade, natural rutile concentrate at $1,200 per tonne FOB port. Although deliveries did not commence by September, 2014, the contract remains in place. The term of the agreement may be extended by mutual agreement.

	•	On September 27, 2012, we entered into a second off-take agreement with a major international pigment producer for the supply of natural rutile concentrate from the Cerro Blanco project. Under the agreement, the pigment producer has agreed to purchase 10,000 tonnes per annum of our standard grade rutile concentrate at $1,250 per tonne FOB port. The three-year term, which commences upon the production of 5,000 tons of product from the Cerro Blanco project, may be extended by mutual agreement.

These two contracts were still in force at June 30, 2016.

Major Developments

Since December 31, 2015, we had the following major developments:

	•	Effective March 2, 2016, Mr. Wei Lu resigned as a director of the Board. Mr. Lu served on the Audit Committee, the Compensation Committee, and the Nomination Committee.

	•	Effective March 3, 2016 Mr. Howard Crosby resigned as a director of the Board. Mr. Crosby served on the Compensation Committee, and as a Chairman of the Nominating Committee.

	•	Effective March 4, 2016, Mr. Kin Wong resigned as Chief Executive Officer of the Company, but continued to serve as a non-executive Chairman of the Board until the Annual Shareholders’ Meeting. Mr. Mike Kurtanjek serves as interim Chief Executive Officer.

	•	Effective March 4, 2016, the Board appointed Mr. Bobby E. Cooper and Mr. Andrew Sloop to fill in the vacancies created by the resignations of Messrs. Lu and Crosby.

	•	On March 16, 2016, under the terms of the Loan Agreement dated and entered into on March 16, 2016 (the “Nexo Loan Agreement”) with Nexo WMTM Holdings, LLC (“Nexo”), we completed a debt funding for a total of $2,000,000, which was evidenced by a 7% Senior Convertible Promissory Note (the “Nexo Note”). The Nexo Note is convertible into shares of our Series A Preferred Stock at a rate of $0.12 per share. Under the terms of the Nexo Loan Agreement, we designated 19,000,100 shares of Series A preferred stock with a par value of $0.001 per share, of which 100 shares were issued at the date the Nexo Loan Agreement was executed. Each share of Series A preferred stock is convertible into one common share at a conversion rate of $0.12 per share, subject to adjustments to the conversion ratio. We also issued three-year warrants to purchase up to 8,333,333 common shares of the Company at $0.30 per share (the “Nexo Warrants”). Finally, under the terms of the Nexo Loan Agreement, we entered into an Assignment of Development Rights with Nexo Water Ventures, LLC (“Nexo Water”), an affiliate of Nexo, relating to the proposed desalination plant to be constructed in connection with our Cerro Blanco mining project in Chile (the “Development Assignment Agreement”).

	•	On March 16, 2016, in connection with the signing of the Nexo Loan Agreement, the Board approved amendments to our Bylaws to implement the voting rights of the Series A Preferred Stock.

	•	On April 3, 2016, Mr. Bobby Cooper resigned as a director of the Board. At the meeting of the Board of Directors held on April 4, 2016, Mr. Kevin Stulp was elected as a director of the Board to fill the vacancy created by the resignation of Mr. Cooper and Andrew Sloop was appointed as the nonexecutive Chairman of the Board of Directors of the Company. Also at the meeting of the Board of Directors held on April 4, 2016, the Board completed its reconstitution of the nominating and compensation committees.

	•	On July 8, 2016, we held the 2016 Annual Shareholders’ Meeting where we elected directors and approved other proposals. Five directors were elected to form a new Board.

	•	Prior to the Annual Shareholders’ Meeting, our Board decided to close our China office to conserve cash. As a result, our China office kicked off the process by moving to a smaller space and laying off work force. In the meanwhile, our new Board will reassess if we still have needs to keep an office in China and evaluate options to operate with significant cost cut.

Results of Operations

We recorded a net loss of $717,153 and $1,453,072 for the three months and six months ended June 30, 2016 ($0.01 and $0.02 per weighted average common share outstanding) compared to a net loss of $1,408,062 and $2,590,574 ($0.02 and $0.03 per share) for the comparative interim periods in 2015.

Compared to the six months ended June 30, 2015, our operation expenses for the current comparative period decreased from $2.5 million to $1.5 million due to the changes in the following items:

	•	Advertising and promotion expense decreased from $245,346 to $26,908. During the first two quarters of 2015, we engaged a marketing and consulting firm to increase potential investors’ awareness of the Company. No such activity for the same period this year.

	•	Consulting fees – directors and officers fees decreased 61% from $229,000 to $592,627 due to management pay cut and smaller size of management team.

	•	Equity based management fees decreased from $124,445 to $17,950 as no new equity based compensation paid to management, an 86% decrease.

	•	Traveling expense decreased 59% from $122,531 to $49,674 as a result of less management traveling activities during the current quarter.

	•	Bank charge and interest expense increased from $9,573 to $141,173 due to issuance of convertible notes and the interest accreted to the Convertible Note. Excluding the interest accretion expense, there were no significant changes in bank charge and interest expense during the period compared to the same period in 2015.

Gain on derivative liability of $47,471 comprises of a change in value of the conversion component of the convertible notes issued during the first quarter of 2016.

Exploration expense is still the largest single expense item in our operation. It decreased by 38% from $678,065 to $423,723 as we reduced geological work after we received the approval of the EIS.

Due to cash constrains, there was no spending on research and development during the six months ended June 30, 2016.

Loss before other items for the current six-month period was $1,506,935 as compared to $2,514,256 for the comparative period in 2015.

Liquidity and Cash Flows

As of June 30, 2016, we had working capital of $1,147,048 (December 31, 2015: $460,651), including $1,157,252 of cash (December 31, 2015: $396,878).

Cash used in operating activities was $1,239,626 for the six months ended June 30, 2016, compared to $2,255,709 for the comparative interim period in 2015. We had no investing activities for the six months ended June 30, 2016 (2015: $1,025).

We raised $2,000,000 from financing activities during the current six-month period by issuing a Convertible Note. During the six months ended June 30, 2015, we raised $3,129,500 from issuing Common Stock. The proceeds received will be used to support our operating activities during the year.

We anticipate that we will need to raise additional funds of $1,500,000 to $2,000,000 to fulfill our commitments stipulated in the EIS as well as finance the necessary corporate general and administrative expenses in 2016. If we are able to raise an additional $8,000,000, we will complete work necessary for the Bankable Feasibility Study. For 2016, we prepared a flexible annual operating budget open to adjustment depending on our ability to raise capital and the overall Titanium Dioxide market conditions.

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 13(a)-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 our management, including our 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, 2016, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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 28, 2016 for broader discussion on risk factors.

Item 6. Exhibits

SEC Ref. No.	Title of Document
10.1	Termination Agreement dated December 21, 2015, with Crosby Enterprises, Inc.
31.1	Rule 13a-14(a) Certification by Principal Executive Officer
31.2	Rule 13a-14(a) Certification by Principal Financial Officer
32.1	Section 1350 Certification of Principal Executive Officer
32.2	Section 1350 Certification of Principal 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

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 15, 2016	By	/s/ Michael Kurtanjek
		Michael Kurtanjek, Chief Executive Officer
		(Principal Executive Officer)

Date: August 15, 2016	By	/s/ Eric Gan
		Eric Gan, Chief Financial Officer
		(Principal Financial Officer)