WHITE MOUNTAIN TITANIUM CORPORATION
STOCK OPTION PLAN
OPTION AGREEMENT
THESE SECURlTIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURlTIES AND
EXCHANGE COMMISSION BECAUSE THEY ARE BELIEVED TO BE EXEMPT FROM REGISTRATION
UNDER SECTION 4(2) AND/OR 4(6) OF THE SECURITIES ACT OF 1933. THESE SECURlTIES
HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION.
NEITHER THE SECURlTIES AND EXCHANGE COMMISSION NOR ANY OTHER AUTHORITY HAS
PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY
OF THE INFORMATION PROVIDED TO THE INVESTORS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE. INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE
COMPANY, AND THE RISKS,MERITS AND TERMS OF THIS OFFERlNG IN MAKrNG AN rNVESTMENT
DECISION. THE SECURlTIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURlTIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD,
TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S PROMULGA TED UNDER THE SECURITIES ACT, PURSUANT TO
REGTSTRATION UNDER THE SECURlTIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
REGISTRATION. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY
MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. THIS
CERTIFICATE MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A
CONDITION PRECEDENT TO THE SALE, PLEDGE, HYPOTHECATION OR ANY OTHER TRANSFER OF
ANY INTEREST IN ANY OF THE SECURlTIES REPRESENTED BY THIS CERTIFICATE. WITHOUT
COMPLIANCE WITH ALL APPLlCABLE CANADIAN SECURlTJES LEGISLATION, THE SECURITIES
REPRESENTED BY THIS AGREEMENT AND ANY SECURITIES ISSUED UPON EXERCISE THEREOF MA
Y NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED IN CANADA OR TO OR
FOR THE BENEFIT OF A CANADIAN RESIDENT.
This Option Agreement is entered into between WHITE MOUNTAIN TITANIUM
CORPORATION (the "Company") and the Optionee named below pursuantto the Company
Stock Option Plan (the "Plan"), a copy of which is attached hereto, and confirms
that:
1. on August 31, 2007 (the "Grant Date");
2. Trio International Capital Corp. (the "Optionee");
3. was granted the option (the "Option") to purchase 150,000 Common Shares
(the"Option Shares") of the Company;
4. for the price (the "Option Price") of $0.50 per share;
5. which shall be exercisable ("Vested") Immediately;
6. terminating on August 31, 2012 (the "Expiry Date");
all on the terms and subject to the conditions set out in the Plan. For greater
certainty,once Option Shares have become Vested, they continue to be exercisable
until the termination or cancellation thereof as provided in this Option
Agreement and the Plan.
By signing this Option Agreement, the Optionee acknowledges that the Optionee
has read and understands the Plan and agrees lO the terms and conditions of the
Plan and this Option Agreement.
IN WITNESS WHEREOF the parties hereto have executed this Option Agreement to be
effective as of the 17th day of October, 2007.
OPTIONEE: WHITE MOUNTAIN TITANIUM CORPORATION Trio International Capital Corp.
/s/ Brian Flower
/s/ Michael P. Kurtanjek
Signature
Michael P. Kurthanjek
Attached: Stock Option Plan