Exhibit 10.23

    

    DATED:    27 NOVEMBER 2018

    

    

    (1) Tronox Limited

     

        

     

        

    (2) Exxaro Resources Limited

    

    

    	
            DEED OF AMENDMENT TO

            SHAREHOLDER'S DEED

            RELATING TO

            TRONOX LIMITED

          


    

    

    
      
        


    

    
    DATED:    27 NOVEMBER  2018

    

    

    PARTIES

    

    

    
      
        	(1)	
                TRONOX LIMITED (ACN 154 709 332), a company incorporated and
                    existing under the laws of the State of Western Australia, registered office is at Lot 22 Mason Road, Kwinana Beach WA 6167 Australia (the "Company");

              


      

    

    

    

    
      
        	(2)	
                EXXARO RESOURCES LIMITED (registration number 2000/011076/06),
                    a public company with limited liability duly incorporated in the Republic of South Africa whose registered office is at Roger Dyason Road, Pretoria West, 0183 South Africa ("ERL");

              


      

    

    

    

    together, the "Parties"
        and each a "Party".

    

    

    INTRODUCTION

    

    

    
      
        	(A)	
                Reference is made to the shareholder's deed dated 15 June 2012 between the Parties and Thomas Casey (the "Deed").

              


      

    

    

    

    
      
        	(B)	
                The Parties, together having the requisite authority under section 17 of the Deed, without any need to obtain the consent of Thomas Casey, wish to amend the Deed
                    on the terms of this amendment.

              


      

    

    

    

    OPERATIVE PROVISIONS

    

    

    
      
        	1.	
                INTERPRETATION

              


      

    

    

    

    Words and expressions used in this deed of amendment shall have the same meaning as is given to them in the Deed unless otherwise set out in this
        deed of amendment or if the context otherwise expressly requires.

    

    

    
      
        	2.	
                AMENDMENTS TO THE DEED

              


      

    

    

    

    
      
        	2.1	
                The Parties agree an additional recital to the Deed shall be added before the words “NOW, THEREFORE,” as follows:

              


      

    

    

    

    WHEREAS the Company intends to refresh certain governance provisions pursuant to the Exxaro Mineral Sands
        Transaction Completion Agreement (the "Completion Agreement") between Tronox Holdings PLC, Tronox LLC, Tronox UK Holdings Limited, Tronox Global Holdings Pty
        Limited, the Company and ERL dated as of 26 November 2018."

    

    

    
      
        	2.2	
                The Parties agree that the provisions of section 6 of the Deed shall be deleted and replaced with the following reference:

              


      

    

    

    

    6.          Flip-in Rights

    

    

    The Flip-in Rights are now contained in the Completion Agreement.

    

    

    
      1

      
        


    

    

    

    
      
        	3.	
                MISCELLANEOUS

              


      

    

    

    

    
      
        	3.1	
                The Parties hereto agree that, from the date of this deed of amendment, any reference to the Deed shall be construed as a reference to the Deed as amended by this
                    deed of amendment.

              


      

    

    

    

    
      
        	3.2	
                This deed of amendment may be executed (either by autographic signature or by the Parties applying their signature by some mechanical or other means) in any
                    number of counterparts, each of which shall constitute an original, and all the counterparts shall together constitute one and the same agreement. The exchange of a fully executed (either by autographic signature or by the Parties
                    applying their signature by some mechanical or other means) version of this deed of amendment (in counterparts or otherwise) by electronic transmission or otherwise shall be sufficient to bind the Parties to the terms and conditions of
                    this deed of amendment and no exchange of originals is necessary.

              


      

    

    

    

    
      
        	4.	
                GOVERNING LAW

              


      

    

    

    

    This deed of amendment shall be governed by and construed in accordance with the laws of the State of Western Australia.

    

    

    (Signature pages follow)

    

    

    
      2

      
        


    

    IN WITNESS WHEREOF, the parties hereto have
        caused this deed of amendment to be duly executed and delivered as a deed, all as of the day and year first above written.

    

    

    	
            EXECUTED and DELIVERED as a DEED by EXXARO RESOURCES LIMITED:

          	
             

             

            /s/ P.A. Koppeschaar

          
	
            Signature of director

          
	
             

             

            /s/ P.A. Koppeschaar

          
	 	
            Name

             

            /s/ S.E. van Loggerenberg

          
	
            Signature of director/secretary

          
	
            /s/ S.E. van Loggerenberg

          
	 	
            Name

          


    

    

    [Signature page to the Amendment No 1 to the Tronox Shareholders Deed]

    

    
      
        


    

    

    

    	
            EXECUTED and DELIVERED as a DEED by TRONOX LIMITED:ac

          	
             

             

            /s/ Jeffry N. Quinn

          
	
            Signature of director

          
	
             

             

            /s/ Jeffry N. Quinn

          
	 	
             

             

            /s/ Jeffrey Neuman

          
	
            Signature of director/secretary

          
	
             

             

            /s/ Jeffrey Neuman

          
	 	
            Name

             

             

          


    

    

    [Signature page to the Amendment No 1 to the Tronox Shareholders Deed]