White Mountain Titanium Corporation: Exhibit 4.2 - Filed by newsfilecorp.com






AMENDMENT OF RIGHTS AGREEMENT 

     THIS AMENDMENT OF RIGHTS
AGREEMENT (this “Amendment”), dated as of November 29, 2013, is made by
and between White Mountain Titanium Corporation, a Nevada corporation (the
“Company”), and Interwest Transfer Company, Inc., a Utah corporation, as
rights agent (the “Rights Agent”). All capitalized terms used herein and
not otherwise defined shall have the meaning ascribed to them in the Rights
Agreement (as defined below).

RECITALS 

     WHEREAS, the Company and the
Rights Agent are parties to that certain Rights Agreement, dated as of January
18, 2011 (the “Rights Agreement”);

     WHEREAS, the Board of Directors
of the Company has determined to amend the Rights Agreement and, in furtherance
thereof, the Company desires to enter into this Amendment and Termination
pursuant to which the Rights Agreement will be amended to exempt from the
definition of Acquiring Person certain shares purchased by the Qualified Exempt
Person;

     WHEREAS, pursuant to Section 27
of the Rights Agreement, for so long as the Rights are outstanding and
redeemable, the Company may, in its sole and absolute discretion, and the Rights
Agent shall if the Company so directs, supplement or amend the Rights Agreement,
and/or any term, provision or condition of the Rights Agreement, in any respect
(except for the Redemption Price) without the consent or approval of any holder
or holders of the Rights; and

     WHEREAS, the Rights are currently
outstanding and redeemable.

AMENDMENT 

     NOW, THEREFORE, in consideration
of the premises and of the mutual covenants set forth herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows: 1. Amendment to Section 1 of the
Rights Agreement. The first paragraph of the definition of “Acquiring
Person” in Section 1 of the Rights Agreement is hereby amended and restated in
its entirety to read as follows:

“Acquiring Person” shall mean any
Person that, together with all Affiliates and Associates of such Person, shall
be the Beneficial Owner of 15% or more of the shares of Common Stock of the
Company then outstanding, but shall not include (i) the Company, (ii) any
Subsidiary of the Company, (iii) any employee benefit plan of the Company or any
Subsidiary of the Company, or any Person holding shares of Common Stock for or
pursuant to the terms of any such employee benefit plan to the extent, and only
to the extent, of such shares of Common Stock so held. Notwithstanding the
foregoing, Kin Wong together with his Affiliates and Associates (a “Qualified
Exempt Person”), who as of January 18, 2011, was the Beneficial Owner of in
excess of 15% of the Company’s outstanding Common Stock shall not be deemed an
Acquiring Person; provided however, that if after the date hereof, any Qualified
Exempt Person shall become at any time the Beneficial Owner of an additional 2%
of the shares of Common Stock of the Company then outstanding in excess of the
amount such Qualified Exempt Person beneficially owned as of the date hereof,
except for and excluding the securities purchased from the Company pursuant to
the Binding Memorandum of Understanding dated December 3, 2013, then such
Qualified Exempt Person shall be deemed an Acquiring Person hereunder as to all
of their Common Stock beneficially owned. Notwithstanding anything in this
definition of Acquiring Person to the contrary. 

     2. Continuing
Effectiveness. Except as supplemented hereby, the Rights Agreement shall
continue to be, and shall remain, in full force and effect. This Amendment shall
not be deemed (i) to be a waiver of, or consent to, or a modification or
amendment of, any other term or condition of the Rights Agreement or (ii) to
prejudice any right or rights which the parties thereto may now have or may have in
the future under or in connection with the Rights Agreement or any of the
instruments or agreements referred to therein, as the same may be amended,
restated, supplemented or otherwise modified from time to time. 




     3. Counterparts. This
Amendment may be executed in any number of counterparts, each of which shall be
deemed an original and all of which shall constitute one and the same
instrument.

     IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be duly executed, effective as of
the day and year first above written.

	 		WHITE MOUNTAIN TITANIUM CORPORATION 
	 	  	  
	 	By: 	/s/
      Brian Flower 
	 	Name: 	Brian Flower 
	 	Title: 	Executive Vice-President 
	 	  	  
	 		INTERWEST TRANSFER COMPANY, INC. 
	 	  	  
	 	By: 	/s/
      Kurtis D. Hughes 
	 	Name: 	Kurtis
      D. Hughes 
	 	Title: 	Vice
      President 


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