UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2013

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

For the transition period from ___________________ to ___________________

Commission File Number 333-129347

WHITE MOUNTAIN TITANIUM CORPORATION
(Name of small business issuer in its charter)

Augusto Leguia 100, Oficina 1401
Las Condes, Santiago
Chile
(Address of principal executive offices)

(56) 22 657-1800
(Issuer’s telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed under Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X]     No [   ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [X]     No [   ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [   ]     No [X]

68,141,107 shares of the issuer’s common stock, $.001 par value, were outstanding at November 5, 2013.

1

TABLE OF CONTENTS

2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

See notes to the unaudited condensed consolidated financial statements.

3

See notes to the unaudited condensed consolidated financial statements.

4

See notes to the unaudited condensed consolidated financial statements.

5

See notes to the unaudited condensed consolidated financial statements.

6

7

8

9

10

11

The Company has valued the consideration for the technology rights on the basis of the market value of the common shares issued for technology rights on the date of issuance of $2,800,000 and is amortizing this amount on a straight line basis over nine years.

For the nine months ended September 30, 2013, amortization of technology rights included in amortization expense is $233,334 (nine months ended September 30, 2012 - $233,334).

12

During the year ended December 31, 2012, the Company:

13

14

As at September 30, 2013 and December 31, 2012, the following stock options were outstanding:

The 150,000 shares under option at September 30, 2013 were exercisable at a price of $1.30 per share and had a weighted average remaining contractual life of 4.01 years.

The shares under option at December 31, 2012 were in the following exercise price ranges:

15

16

As at September 30, 2013 and December 31, 2012, the following share purchase warrants were outstanding:

*Subsequent to the period end, these warrants were re-priced to $0.65.

17

18

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s Discussion and Analysis of Financial Condition and Results of Operations analyze the major elements of our consolidated balance sheets and statements of operations. This section should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2012, and our unaudited interim condensed consolidated financial statements for the nine months ended September 30, 2013 and accompanying notes to these financial statements.

Forward Looking Statements

The statements contained in this report that are not historical facts are forward-looking statements that represent management’s beliefs and assumptions based on currently available information. Forward-looking statements include the information concerning our possible or assumed future results of operations, business strategies, need for financing, competitive position, potential growth opportunities, potential operating performance improvements, ability to retain and recruit personnel, the effects of competition and the effects of future legislation or regulations. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believes,” “intends,” “may,” “should,” “anticipates,” “expects,” “could,” “plans,” or comparable terminology or by discussions of strategy or trends. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we cannot give any assurances that these expectations will prove to be correct. Such statements by their nature involve risks and uncertainties that could significantly affect expected results, and actual future results could differ materially from those described in such forward-looking statements.

Among the factors that could cause actual future results to differ materially are the risks and uncertainties discussed in this report. While it is not possible to identify all factors, we continue to face many risks and uncertainties including, but not limited to, the cyclicality of the titanium dioxide industry, global economic and political conditions, global productive capacity, customer inventory levels, changes in product pricing, changes in product costing, changes in foreign currency exchange rates, competitive technology positions and operating interruptions (including, but not limited to, labor disputes, leaks, fires, explosions, unscheduled downtime, transportation interruptions, war and terrorist activities). Mining operations are subject to a variety of existing laws and regulations relating to exploration and development, permitting procedures, safety precautions, property reclamation, employee health and safety, air and water quality standards, pollution and other environmental protection controls, all of which are subject to change and are becoming more stringent and costly to comply with. Should one or more of these risks materialize (or the consequences of such a development worsen), or should the underlying assumptions prove incorrect, actual results could differ materially from those expected. We disclaim any intention or obligation to update publicly or revise such statements whether as a result of new information, future events or otherwise.

There may also be other risks and uncertainties that we are unable to predict at this time or that we do not now expect to have a material adverse impact on our business.

Business and Operations

Overview

We are a mineral exploration company engaged in the search for mineral deposits or reserves which could be economically and legally extracted or recovered. We hold two rutile properties located in the Atacama region (Region III) of northern Chile, namely Cerro Blanco and La Martina, with the latter only been discovered in early 2013.

Our principal business is to explore for and develop natural rutile deposits on our Cerro Blanco mining concessions. Our principal objectives are to advance the Cerro Blanco project towards a final engineering feasibility, to secure off-take agreements for the planned rutile concentrate output, and to secure funding or other arrangements to place the project into production, if warranted. It would be the intention to sell the rutile concentrate to titanium metal and pigment producers. In addition, we continue to fund research and development on the Chinuka Process, which is conducting research into the recovery of feldspar and the production of refined titanium metal from materials sourced from these mining concessions.

Our stocks are currently traded on the OTCQB Markets. Upon meeting listing requirements, it is our intention to graduate to a more senior exchange in due course.

We have produced no revenues, have experienced losses since inception, have no operations, and currently rely upon the sale of our securities to fund our operations.

19

Cerro Blanco

We are progressing in various stages of development on our Cerro Blanco project. The property lies near the coast of northern Chile in the southern reaches of the Atacama Region and is approximately 670 kilometers north of the capital Santiago and approximately 15 kilometers south of the nearest village, Freirina. The region in which the Cerro Blanco project is located has been designated as a mining region and has a history of production and extraction of several minerals including copper, iron, gold and silver. Our project would be the first rutile mine in this region and in the country. Cerro Blanco is located at a maximum elevation of approximately 1,025 meters above sea level and is near the port of Huasco which is approximately 30 kilometers to the northwest. The site has a nearby power supply and has available adequate road, rail, labor and support services.

We have identified nine natural rutile prospects located on the Cerro Blanco property, designated as the Las Carolinas, La Cantera, Eli, Chascones, Hororio’s Creek, Hippo Ear, Quartz Creek, Algodon and Bono prospects. The last five of these have only recently been located. We presently hold 41 registered mining exploitation concessions and 33 exploration concessions over an area of approximately 17,041 hectares.

Our principal asset and focus is Cerro Blanco.

La Martina

La Martina is located approximately 45 kilometres west-south-west of the City of Vallenar and 17 kilometres south-west of the Cerro Blanco project. It consists of 6 registered exploration concessions, covering an area of 1,288 hectares, comparable in size to the area covering the current nine known prospects at Cerro Blanco. Alteration and mineralization at La Martina is similar to that observed on the Cerro Blanco property.

Off-Take Agreements

We currently have two definitive off-take agreements in place:

The Chinuka Process

The Chinuka Process is a patented titanium metal technology developed by Chinuka Ltd. (“Chinuka”). We hold a sub-licence to use Chinuka’s patented electro-refining process to produce titanium metal directly from a variety of titanium oxide concentrates and in this regard we have been funding research at the University of Cambridge since 2010 under the direction of Professor Derek Fray. To-date, Company-funded research on the Chinuka Process has focused principally on the production of titanium metal using natural rutile concentrate from the Cerro Blanco project as the process feedstock.

20

Major Developments since December 31, 2012

Industry Perspective

The global paints and pigments industry has faced substantial challenges during the first half of 2013, with Western pigment producers facing high levels of cheaper finished products from Asia. According to market commentators, this led to destocking, which, according to industry observers, is now coming to an end.

Pigment producers are expecting firmer prices for the balance of 2013 and into next year. Firming prices for pigment will have positive implications for rutile and other primary TiO2 feedstocks. Management remains optimistic about the longer term prospects for TiO2 feedstocks, in particular high grade rutile.

Cerro Blanco Project, Environmental Impact Study, Desalination Plant and Final Engineering

Set against that backdrop of expectations for firmer prices for pigments and TiO2 feedstocks and stubbornly difficult equity markets for junior exploration and development companies, we have continued to advance the Cerro Blanco project to final feasibility as quickly as funds have allowed.

Our two principal aims are to secure approval for the Environmental Impact Study (the “EIS”), and to conclude detailed design engineering and a definitive, final engineering feasibility study.

Environmental Impact Study

We have proceeded to complete the EIS, which was filed with the Chilean Environmental Authority, Servicio de Evaluación Ambiental (“SEA”) in February 2013. The SEA assessment, with its technical site visits and community public meetings having now been completed, has entered a phase where detailed written questions relating to the EIS are being directed to us for a written response.

Currently, we are working with the authorities to address the following three main issues:

In addition, we have successfully concluded negotiations with six households that would be required to be re-located as part of any production planning. We have also successfully addressed all questions from the communities during the public meetings stage.

Cerro Blanco remains an important project with the region. It is the only mining project currently in front of the environmental authorities in Region III of northern Chile.

Desalination Plant

The Cerro Blanco project final feasibility will include a desalination plant to supply industrial quality process water to the mining and rutile processing plant. The desalination plant, based on conventional reverse osmosis technology, will be sited some five kilometers from the coast. Our technical personnel believe that the output of the desalination plant will exceed the industrial water requirements of the Cerro Blanco project itself. Discussions are underway with several companies in the region who have expressed a desire to purchase water from us. Should these discussions have a positive outcome, the desalination plant could be operated as a stand-alone facility, producing industrial water both for third party sale and the Cerro Blanco project within as little as 12 months of the EIS approval being granted. In effect, the desalination plant could become a separate profit center within the rutile recovery process

Final Engineering

Our own technical staff in Santiago have already completed the bulk of the final design engineering to a level that is acceptable for final feasibility requirements. A definitive, final engineering feasibility study will require the input of an independent third party engineering consultant to review and vouch the quality of our work and provide an independent sign-off.

21

Geology

As a result of regional exploration carried out in January 2013, a new rutile prospect named La Martina was discovered and staked in the Atacama, or Region III, geographic region of northern Chile. The La Martina discovery was made on the basis of regional geological and geophysical magnetic analyses followed up with field reconnaissance, mapping and sampling.

Our geological staff are continuing to search for additional rutile prospects in the region. Based on our discovery of five new prospects at Cerro Blanco and one new regional prospect within the past year, we believe that other targets can be identified using proprietary regional investigation techniques.

Personnel are prioritizing targets with good access, the potential to host large volumes of rutile mineralization, and exhibit high TiO2 grades at or near surface. Any resources identified through this regional exploration or through further work conducted at Cerro Blanco or La Martina would be in addition to the recently completed NI 43-101 resource statement compiled by Behre Dolbear.

The Chinuka Process

We have received an update on our Company-funded research activities from Chinuka Limited plc. (“Chinuka”). In its semi-annual report to us, Chinuka provided further evidence of the applicability and capability of the Chinuka Process to treat a range of Cerro Blanco natural rutile concentrates, ilmenite concentrate and combinations of natural rutile and ilmenite concentrates to produce titanium metal. Furthermore, Chinuka reported that it has produced niobium metal from a niobium oxide feedstock using the Chinuka Process. These results demonstrate that the Chinuka Process is not metal specific and holds forth the possibility to adapt the process to produce electro-refined metal from several transition elements which have the capability to form an oxy-carbide.

In September 2013, Chinuka was granted a full patent on its proprietary Chinuka Process in the U.K. Chinuka is awaiting further grants from international patent authorities to cover and protect the Chinuka Process in North America, Brazil, Chile, China, Russia and other Asian countries.

NI 43-101 Report

We have received an independent, updated Geological Report and Mineral Resource Estimate for our wholly-owned Cerro Blanco project, located in Region III of northern Chile. The report was completed by Behre Dolbear, a U.S. based Minerals Industry Consultant (the “Consultant”), to Canadian National Instrument 43-101 policy standards (“NI 43-101”). The Consultant’s terms of reference were to update the older NI 43-101 Cerro Blanco Property Technical Report, dated February 25, 2008, taking into consideration and accounting for all geological, geophysical, mineralogical, drilling, bulk sampling and associated pilot-plant stage process metallurgical test work that we have undertaken since that time.

Since the NI 43-101 Technical Report was prepared in 2008, the estimated total rutile resource in all categories has increased.

The Consultant made recommendations for further in-fill, step-out and geotechnical drilling on the Las Carolinas and La Cantera prospects to increase measured and indicated resources on those prospects and better define slope angles for mine design purposes.

The Consultant also recommended that we undertake trenching, sampling, mapping and initial drilling on known prospects lying adjacent or in close proximity to Las Carolinas and La Cantera, particularly those prospects exhibiting large geophysical signatures and / or high TiO2 grades at surface.

Financing

We sold 4,304,418 units (the “Units”) by way of a private placement at $0.70 per Unit, with each Unit consisting of one share of common stock and one-half warrant. Each whole warrant entitles the holder to purchase an additional share of common stock at $0.90 per share at any time prior to July 25, 2014. We received gross proceeds of $3,013,100 for the sale of these Units and issued 4,304,418 common shares and 2,152,216 warrants. These Units were sold as a part of an offering of up to 14,285,714 Units.

22

In connection with the sale of these Units, we paid selling commissions in the amount of $210,917 and issued 215,221 agent warrants to the agent. In addition, $39,425 in other issuance costs was incurred. The terms and conditions of the agent warrants are essentially identical to the terms and conditions of the warrants sold to investors as part of the Units, except that the agent warrants had an original expiration date of March 12, 2015.

Other Corporate Matters

Results of Operations

We recorded a net loss of $992,164 and $3,324,607 for three and nine months ended September 30, 2013, respectively, ($0.01 and $0.05 per weighted average common share outstanding) compared to a net loss of $1,850,856 and $6,926,558 ($0.03 and $0.11 per share) for the comparative interim periods in 2012.

A few expenses in the nine months ended September 30, 2012 were materially affected by the issuance of 584,500 shares of common stock during the first quarter of 2012. These shares were issued to directors, officers, management, employees and consultants. As a result, a total of $1,280,055 was recognized as stock based compensation expense and allocated to Consulting fees, Consulting fees – directors and officers, Management fees and Office. No such share issuance was made in the current interim period. The fluctuations of these expenses for the nine month periods are as follows:

Exploration spending for the three months ended September 30, 2013 totaled $375,880 (YTD: $1,324,008) (2012: $1,136,228 - YTD: $3,205,155). This is due to the fact that there was little drilling and geological consulting work undertaken during the current year. As a result, travel and vehicle costs were also less in the current periods (2013: $36,480 - YTD: $123,249; 2012: $48,506 – YTD: $190,251).

Research and development costs was a credit of $513 for the three months ended September 30, 2013, due to an adjustment in period-end accruals (YTD: $251,188) (2012: $nil - YTD: $307,574). We have renewed our commitment to the Chinuka Process and continue to fund the research activities conducted at the University of Cambridge. The fluctuations in the amount of spending reflect the different level of activities undertaken from time to time.

Foreign exchange loss was $20,518 for the current three month period (YTD: $62,759) (2012: a gain of $7,794 – YTD: a loss of $156,936), due to the volatility of the U.S. dollar compared to the Chilean Peso and Canadian dollar during the comparable periods.

Liquidity and Cash Flows

As of September 30, 2013, we had working capital of $810,594 (December 31, 2012: $973,740), including $976,544 (December 31, 2012: $1,126,720) of cash and cash equivalents.

Cash used in operating activities was $2,911,438 for the nine months ended September 30, 2013, compared to $5,229,736 for the comparable prior year period. As discussed earlier in this document, $1,324,008 of this amount was spent on exploration and technical work related activities, with $251,188 on research and development and the balance on management fees, consulting fees and general and administrative expenditures during the current nine months.

Cash used in investing activities was $1,489 for the nine months ended September 30, 2013 (2012: $106,021).

23

During the nine months ended September 30, 2013, we raised a total of $2,762,751 in net cash through financing activities (2012: $5,788,055). We sold 4,304,418 units for gross proceeds of $3,013,100, less commissions, finders’ fees and legal fees of $250,349. The proceeds were used to support our operating activities during the year.

We anticipate that we will need to raise additional funds to meet or exceed the needs of our operations, and we continue to do so actively. In this regard, we have had numerous discussions with various parties around the globe to explore various options for funding. We have entered into non-disclosure or confidential agreements with several institutions to assist us with financing. These efforts are on-going.

In the near term, we are proposing to raise up to $10,000,000 in additional funds to enable us to complete the final feasibility studies. We estimate that approximately $3,000,000 - $4,000,000 would be used to complete additional work necessary for the EIS, purchase of land to site the production plant and desalination plant, some additional easement work, and general and administrative expenses. Excess funds beyond the first $3,000,000 to $4,000,000 would enable us to undertake more exploration work as well as all work necessary to complete the final engineering study. As recommended by our NI 43-101 Consultants, the additional exploration work would be focused on those prospects that exhibit large geophysical signatures and / or high TiO2 grades at surface. This would significantly improve the scale of our projects.

We believe that the prospects are such that we will be able to raise sufficient funds. However, there are a number of risk factors which will influence our ability to do so, including the state of the capital markets generally, and the market price of our common stock. With the exception of funds on deposit, we have no other sources of committed funds, except for outstanding warrants for which there are no commitments to exercise. The most likely source of new funds would be an equity placement of common shares. We believe that a failure to raise funds in a timely manner would likely delay the achievement of some of the milestones in the engineering and marketing plans, and would delay any decision regarding the viability of operations while likely increasing future costs.

Recent Accounting Pronouncements

In January 2013, the FASB issued ASU No. 2013-01 Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. ASU 2013-01 clarifies that ordinary trade receivables and receivables are not in the scope of ASU No. 2011-11 Balance Sheet (Topic 201): Disclosures about Offsetting Assets and Liabilities. Specifically, ASU 2011-11 applies only to derivatives, repurchase agreements and reverse purchase agreements, and securities borrowing and securities lending transactions that are either offset in accordance with specific criteria contained in the FASB Codification or subject to a master netting arrangement or similar agreement.

An entity is required to apply the amendments in ASU 2013-01 for fiscal years beginning on or after January 1, 2013, and interim periods within those annual periods. An entity should provide the required disclosures retrospectively for all comparative periods presented. The effective date is the same as the effective date of ASU 2011-11. We do not expect the adoption of this ASU to have a material impact on our consolidated financial statements or results of operations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company, we have elected not to provide the disclosure required by this item.

Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 15(d)-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective in ensuring that information required to be disclosed by us in reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (ii) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

24

Changes in internal control over financial reporting

There has been no change in our internal control over financial reporting, as defined in Rules 13a-15(f) of the Exchange Act, during our most recent fiscal quarter ended September 30, 2013, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

25

PART II. OTHER INFORMATION

Item 1A. Risk Factors

See “Item 1A – Risk Factors” as disclosed in Form 10-K as filed with the Securities and Exchange Commission on March 15, 2013.

Item 6. Exhibits

The following exhibits are furnished with this report:

26

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

White Mountain Titanium Corporation

27