Tronox Schedules Closing of Combination With Exxaro Mineral Sands

Tronox Incorporated (TROX.PK) announced today that the remaining conditions to the closing of its pending acquisition of the mineral sands business of Exxaro Resources Limited have been satisfied (other than conditions that by their nature are to be satisfied at closing). Tronox plans to combine the acquired business with its existing businesses under a new Australian holding company, Tronox Limited.

The transaction will close on June 15, 2012. The company will list the Class A Shares of Tronox Limited on the New York Stock Exchange on June 18, 2012 under the ticker symbol TROX.

For Tronox stockholders who wish to elect exchangeable shares in connection with the transaction, the election deadline is 5:00 p.m., New York City time, on June 12, 2012, the date that is three business days preceding the closing date. The elections are subject to the limitations and proration procedures described in the proxy statement/prospectus for the transaction. As announced previously, the company＇s management currently intends to recommend certain actions to the Board of Directors of Tronox Limited shortly following the closing, including the payment of a special dividend of $25.00 per share and the adoption of a regular quarterly dividend commencing in the fourth quarter 2012. Holders of exchangeable shares will not be entitled to receive any dividends or other distributions by Tronox Limited while they are holding exchangeable shares. If holders of exchangeable shares desire to receive any dividend from Tronox Limited in respect of Class A Shares, the exchangeable shares must be exchanged for one Class A Share and $12.50 in cash per share prior to the record date for such dividend. Tronox Limited is required to publicly announce the payment of any dividend on Class A Shares at least 15 business days prior to the record date for such dividend.

Under the terms of the transaction, Exxaro will receive approximately 38.5 percent of the voting securities of Tronox Limited as consideration for its mineral sands business, and the mineral sands business will be contributed on a debt-free basis (excluding related party loans). Upon completion of the transaction, the integrated company will employ approximately 3,500 workers in 16 countries, including the United States, South Africa, Australia and the Netherlands.