White Mountain Titanium Corp.: Exhibit 10.1  - Filed by newsfilecorp.com






AMENDMENT TO BINDING MEMORANDUM
OF 
UNDERSTANDING



THIS AMENDMENT TO BINDING MEMORANDUM OF UNDERSTANDING (this
“Amendment”) is dated as of September 11, 2014, between White
Mountain Titanium Corporation, a Nevada corporation (the
“Company”), and Grand Agriculture Investment Limited, a company
formed in Hong Kong (the “Investor”). All monetary denominations
are in U.S. Dollars. 

Recitals 

A.     On December 4, 2013, the parties
entered into a binding memorandum of understanding (the “MOU”). 

B.     Pursuant to the MOU, the Investor
agreed to purchase 5,714,286 First Tranche Units (as defined by the MOU) and an
additional 20,000,000 Second Tranche Units (as defined by the MOU), for an
aggregate investment of $10,000,000.

C.     The purchase price per unit for the
First Tranche Units was $0.35 per unit for gross proceeds of $2,000,000, and the
purchase price per unit for the Second Tranche Units is $0.40 per unit for gross
proceeds of $8,000,000. 

D.     The first half of the First Closing
(as defined by the MOU) occurred on December 4, 2013, at which time the Company
received $1,000,000 in total proceeds. 

E.     The second half of the First Closing
was scheduled for December 13, 2013 and occurred on December 14, 2013, and the
Company received an additional $1,000,000. 

F.     Pursuant to the MOU, the Second
Closing, for the sale of the Second Tranche Units, was scheduled to occur the
later of April 15, 2014, or within 30 days after the date upon which the
Environmental Impact Study (the “EIS”) for the Company’s Cerro Blanco
project is completed, or such other date as the Company and the Investor may
agree. To date the EIS has not been completed. 

G.     On or about April 10, 2014, a third
party syndicate secured by the Investor purchased 5,000,000 Second Tranche Units
for $2,000,000, which leaves 15,000,000 Second Tranche Units available for
purchase at a price of $.40 per unit, for $6,000,000 in funding. 

H.     On July 30, 2014, the Board approved
an amendment to the MOU to permit the Investor, and any syndicates it is able to
secure, the right to purchase up to an additional 12,500,000 Second Tranche
Units at a price of $.40 per unit, for up to an additional $5,000,000 in
funding. 

NOW THEREFORE, in consideration of the above recitals and other
good and valuable consideration, the receipt of which is hereby acknowledged and
pursuant to Section 8.6 of the MOU, the parties hereby agree as follows: 

SECTION 1. DEFINITIONS. Reference is hereby made to the MOU for
a statement of the terms thereof. All terms used in this Amendment which are
used but not otherwise defined herein have the same meanings herein as set forth
in the MOU. 

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SECTION 2. AMENDMENTS AND ADDITIONS 

(a)     Section 2.1(c) is added to the MOU
as follows:

Based upon the revised budget to be developed by the new CFO
for the Company and the need for additional funds for completion of the
Company’s Environmental Impact Statement and Bankable Feasibility Study, and
such other activities as determined by the Board of Directors as being of
strategic importance to the Company, the Investor, or any syndicated investors
designated by the Investor, has the right to purchase up to an additional
12,500,000 Second Tranche Units at a price of $.40 per unit, for up to an
additional $5,000,000 in funding (the “Additional Second Tranche Units”).
The closing for the Additional Second Tranche Units shall be held in multiple
closings based upon the Company’s need for the funds as determined in the
revised budget. If the revised budget is modified by the Board of Directors to
eliminate the need for the additional funds as a result of the Board’s decision
not to pursue such activities for which the Additional Second Tranche Units are
currently earmarked, the Company may terminate the sale of the Additional Second
Tranche Units prior to receipt of funds for these Additional Second Tranche
Units.

(b)     The following will be added to the
MOU as Section 3.10 (c): 

Proceeds from the Additional Second Tranche Units. The
proceeds from the sale of the Additional Second Tranche Units, less the costs of
the offer and sale of these units and the selling commissions, will be allocated
for the completion of the Company’s Environmental Impact Statement and
Bankable Feasibility Study and such activities determined by the Board of
Directors as being of strategic importance to the Company as set forth in the
Company’s revised budget as initially approved by the Board of Directors and
modified by the Board of Directors thereafter. 

(c)     The parties confirm that the Bonus
Warrants provided in Section 2.4 will be issued upon receipt of the $3,500,000
representing the Second Tranche Units as provided in the original MOU. Further,
the parties acknowledge that the sale of the Additional Second Tranche Units
will be subject the payment of the 7% selling commissions as provided in the
Placement Agent Agreement with Ambitious King Limited.

SECTION 3. MISCELLENEOUS

(a)     Representations and
Warranties; Events of Default. The Company hereby confirms that each
representation and warranty made by it under the MOU was true and correct when
made, except to the extent that any such representation or warranty expressly
related solely to an earlier date (in which case such representation or warranty
was true and correct on and as of such earlier date), and that no event, and no
default or any event that with the passage of time or giving of notice would
constitute a default, has occurred or is continuing under the MOU. 

(b)     Continuing Validity.
Except as amended hereby, the MOU 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 MOU or (ii) to prejudice any right or rights which the parites may now have
or may have in the future under or in connection with the MOU 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. 

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(c)    Incorporation by Reference. The terms of the
MOU are incorporated herein by reference and shall form a part of this Amendment
as if set forth herein in their entirety.

(d)    Governing Law; Venue; Waiver of Jury Trail.
All questions concerning the construction, validity, enforcement, and
interpretation of this Amendment shall be governed by and construed and enforced
in accordance with the laws of the State of New York. This provision is meant to
supplement and not supersede Section 8.3 of the MOU. 

(e)    Entire MOU. Together, the MOU and this
Amendment constitute the entire agreement between the parties hereto and
supersedes all prior agreements and understandings, whether written or oral
relating to the subject matter hereof. 

(f)    Signatories. Each individual signatory hereto
represents and warrants that he or she is duly authorized to execute this
Amendment on behalf of his or her principal and that he or she executes the
Amendment in such capacity and not as a party. 

(g)    Duplicate Originals. Two or more duplicate
originals of this Amendment may be signed by the parties, each of which shall be
an original but all of which together shall constitute one and the same
instrument. This Amendment may be executed in counterparts, all of which
counterparts taken together shall constitute one completed fully executed
document. Signature by facsimile or PDF shall bind the parties hereto. 

[SIGNATURE PAGE FOLLOWS] 

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SIGNATURE PAGE 

IN WITNESS WHEREOF, each of the parties hereto has executed
this Amendment the respective day and year set forth below. 

	COMPANY: 	White Mountain Titanium
      Corporation 
	 	 
	Date: September 11, 2014 	By: 	/s/ Michael P. Kurtanjek 
	  		Michael P. Kurtanjek,
      President  
	 	 
	INVESTOR: 	Grand Agriculture Investment
      Limited 
	 	 
	Date: September 5, 2014 	By: 	/s/ Kin Wong 
	  	         	Kin Wong, Chief Executive Officer
    


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