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, 2015

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

For the transition period from to

Commission File Number 000-55441

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]

96,114,442 shares of the issuer’s common stock, $.001 par value, were issued and outstanding at November 16, 2015.

TABLE OF CONTENTS

2

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

See notes to the unaudited condensed consolidated interim financial statements.

3

See notes to the unaudited condensed consolidated interim financial statements.

4

See notes to the unaudited condensed consolidated interim financial statements.

5

See notes to the unaudited condensed consolidated interim financial statements.

6

7

Cash – as held-for-trading
Receivables – as refundable deposits and receivables
Accounts payable and accrued liabilities – as other financial liabilities

The carrying amounts of the Company’s financial instruments approximate their respective fair values due to the short maturities of these instruments. The three levels of the fair value hierarchy are described below:

8

9

10

11

12

As at September 30, 2015 and December 31, 2014, the following stock options were outstanding:

The shares under option at September 30, 2015 had an intrinsic value of $nil (December 31, 2014 - $nil) and a weighted average remaining contractual life of 2.19 (December 31, 2014 - 3) years.

13

14

As at September 30, 2015 and December 31, 2014, the following warrants were outstanding:

15

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 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, 2014, and our unaudited interim consolidated condensed financial statements for the nine months ended September 30, 2015 and accompanying notes to these financial statements (“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, continued access to financing, 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, maintenance of the Company’s EIS approval, 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.

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 mining concessions covering two rutile properties located in the Atacama region (Region III) of northern Chile, namely Cerro Blanco and the La Martina.

We were incorporated in the State of Nevada on April 24, 1998. We have seven wholly owned subsidiaries: SCM White Mountain Titanium, a Chilean stock company which holds our Chilean mining concessions for our Cerro Blanco project and conducts our principal exploration operations on that property; White Mountain Metals SpA, a Chilean stock company which held the sublicense for the Chinuka process and is presently inactive; White Mountain Titanium Corporation, a Canadian stock company which is inactive; White Mountain Minerals SpA, which holds our Chilean mining concessions for our La Martina project and conducts our principal exploration operations on that property; White Mountain Energy Ltda., an inactive Chilean company; White Mountain Titanium (Hong Kong), a Hong Kong corporation; and Cerro Blanco Titanium Corporation Limited (Shenzhen), a Chinese corporation from which our Chinese operations are managed.

Our principal business is to explore for and develop natural rutile deposits on our 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. Further, if warranted, we intend to construct and operate a desalination plant covered under the approval of our Environmental Impact Statement for future production of water for the Cerro Blanco project and interim sales to third party users. In addition, we plan to research into the recovery of feldspar from materials sourced from these mining concessions. We also plan to expand our exploration activities on the La Martina concessions which we discovered in 2013. On September 15, 2015, we received notice from La Serena Technologies Limited that the sublicense for the Chinuka titanium electro-refining process technology was terminated for failure to provide a total of $5,000,000 towards the development of the technology prior to September 15, 2015.

16

Our common stock is currently traded on the over-the-counter market and is quoted on the OTCQB Markets (OTCQB: WMTM). 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 revenue producing operations, and currently rely upon the sale of our securities to fund our exploration activities on our mining properties.

Cerro Blanco

We are progressing in various stages of development on our Cerro Blanco project, which is our principal project. We have identified nine natural rutile prospects 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 44 registered mining exploration concessions and 36 exploration concessions over an area of approximately 17,041 hectares.

La Martina

La Martina consists of nine 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 believed to be similar to that observed on the Cerro Blanco property.

Off-Take Agreements

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

• During 2011, we entered into our first off-take agreement with a major international pigment producer where that producer will purchase 25,000 tonnes per annum of our standard grade, natural rutile concentrate at US$1,200 per tonne FOB port. Although deliveries did not commence by September, 2014, the contract remains in place, but the buyer may terminate the agreement at any time. The term of the agreement may be extended by mutual agreement.

• On September 27, 2012, we entered into a second off-take agreement with a major international pigment producer for the supply of natural rutile concentrate from the Cerro Blanco project. Under the agreement, the pigment producer has agreed to purchase 10,000 tonnes per annum of our standard grade rutile concentrate at $1,250 per tonne FOB port. The three-year term, which commences upon the production of 5,000 tons of product from the Cerro Blanco project, may be extended by mutual agreement. The buyer may terminate the agreement at any time.

These two contracts are still in force at September 30, 2015.

Major Developments

Since December 31, 2014, we had the following major developments:

• We received environmental approval from the Chilean Environmental Authority for our Cerro Blanco project. The EIS report was filed with the Government in February 2013, and the definitive Environmental Impact Statement (the “EIS”) for the project was approved, signed and delivered to us on May 20, 2015. This approval marks a major milestone for the development of the project and allows the project to advance to Bankable Feasibility Study (the “BFS”) and subsequent production. The EIS approval is a necessary precursor for future permitting requirements at Cerro Blanco.

• In June 2014, the FASB issued update No. 2014-10 Development Stage Entities. The amendments in this update remove the definition of a development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows, and shareholder's equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments also clarify that the guidance in Topic 275, Risks and Uncertainties, is applicable to entities that have not commenced planned principal operations. The amendments also remove paragraph 810-10-15-16, which states that a development stage entity does not meet the condition in paragraph 810-10-15-14(a) to be a variable interest entity (VIE) if (1) the entity can demonstrate that the equity invested in the legal entity is sufficient to permit it to finance the activities it is currently engaged in and (2) the entity’s governing documents and contractual arrangements allow additional equity investments. These amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. For the current nine month period ended September 30, 2015, we adopted this new standard.
  
  

17

• In April 2015, we entered into an agreement with Shenzhen New JunAn Investment Management, Ltd. (the “New JunAn”), a Shenzhen, China based financial advisory firm for services including merger and acquisition, private equity placements, financial advisory and investor relations. Besides compensation of cash commissions of between 3% and 5% and warrants representing 25% of the units sold in the offering payable upon successful completion of a financing, New JunAn was also paid an upfront fee of $245,000, which is refundable for non-performance by New JunAn if, within ten months of the agreement, they fail to provide us an effective plan and adequate investor relation services to effect listing of our common stock on a senior US stock exchange, or if, within a reasonable time, they fail to raise a minimum of USD10 million for us.
  
  We are currently renegotiating the terms of the agreement.
  
  
• In August 2015 we completed the sale of 8,750,000 Second Tranche Units (the “Second Tranche Units”) under the Binding Memorandum of Understanding with Grand Agriculture Investment Limited (the “MOU”). The sale price for the 8,750,000 Second Tranche Units was $0.40 per unit for gross proceeds of $3,500,000. Each Second Tranche Unit consisted of one share of Common Stock and 90% of one warrant to purchase one share of Common Stock at $0.55 per share exercisable immediately upon issuance through December 31, 2017. Pursuant to the MOU, we issued bonus warrants to an investor to purchase 6,000,000 shares of common stock at the conclusion of a total sale of 20,000,000 Second Tranche Units.
  
  
• On August 19, 2015, we entered into a non-binding and non-exclusive letter of intent (the “LOI”) with Nexo Capital Partners, LLC (“Nexo”) to fund, construct and manage a desalination plant which forms part of our Cerro Blanco mining project in Chile. Nexo is a US private equity firm which specializes in the business development of new technologies through strategic project acquisition and technology-implementation opportunities. Nexo proposes to use the services of an innovative US water technology company based out of Boston, MA.
  
  The LOI anticipates that the desalination plant, together with inflow and outflow seawater piping, would be constructed with no cash contribution by the Company. We would contribute the land, right of ways and environmental permit to construct the project and Nexo would provide the funding. It is further anticipated that prior to construction of the Cerro Blanco mining project, any water produced from the desalination plant would be sold to third parties in the Huasco Valley region and that excess water, if any, from the amount ultimately required by the mine would continue to be sold to third parties after construction of the mine.
  
  The parties intend to create either a contractual, joint venture, or other suitable relationship by which they could fund, construct, and operate the plant and market the water produced from the facility. Subject to negotiation and mutual agreement, specific terms of the relationship and the duties and obligations of the parties would be set forth in a definitive agreement.
  
  The LOI was set to expire on October 31, 2015 but the expiration date was extended to November 30, 2015. Nexo has agreed to advance and pay up to one-half of the legal costs of White Mountain in connection with the preparation of the definitive agreement. The parties are continuing negotiations, but no definitive agreement has been reached or entered into by the parties.
  
  
• On October 12, 2015, we entered into a non-binding Memorandum of Understanding (the “MOU”) with Sinosteel Equipment & Engineering Co., Ltd. (“Sinosteel MECC”), a publicly listed company with majority of shares controlled by a major Chinese state-owned metallurgy and resources group, Sinosteel Corporation Limited. The broad terms of the MOU stipulate that Sinosteel MECC is willing to cooperate with the Company in the development of the Cerro Blanco project, including an ancillary desalination plant. This cooperation includes engineering, procurement, and construction of the rutile concentrator plant, rutile products off-take and helping us get financial support from certain financial service firms, as well as major Chinese banks. Direct equity investment by Sinosteel MECC in the Cerro Blanco project, and/or the desalination project, would also be considered, subject to the completion of a final BFS and approval by relevant authorities that oversee Sinosteel MECC. Our engineering staff are working with Sinosteel MECC to support the financial and technical appraisal of the Cerro Blanco project and the desalination plant by Sinosteel MECC and their advisors.
  
  

18

• In October 2015, we requested and received approval from Canadian regulator to terminate our obligation to file reports on SEDAR.
  
  
• In November 2015, the Board of Directors passed a resolution to dissolve our Canadian subsidiary, which was no longer active.

Results of Operations

We recorded a net loss of $821,222 and $3,411,936 for the three months and the nine months ended September 30, 2015, respectively, ($0.01 and $0.04 per weighted average common share outstanding) compared to a net loss of $1,928,546 and $4,510,257 ($0.05 and $0.06 per share) for the comparative interim periods in 2014.

Compared to the nine months ended September 30, 2014, our total operation expenses for the current nine month period decreased approximately 25% by $1,103,943 with changes in the following items:

• Exploration expense decreased approximately 58% from $1,849,002 to $786,604 reflecting the completion of the EIS project.

• Directors/Officers Consulting Fees increased by 18% from $674,616 to $794,127, offset by a decrease of 57% in Management Fees from $309,684 to $133,519. The decrease in Management Fees was caused by classification of expense. Directors/Officers Fees combined decreased by 6% from $984,300 to $927,646 primarily because of higher one-time stock based compensation adjustment during the same period in 2014.

• Advertising and promotion expense increased approximately 1,647% from $15,777 to $275,637 as we engaged a marketing firm to increase potential investors’ awareness of the Company. A large portion of the expense was paid by issuing common stock.

• Amortization expense decreased approximately 78% from $277,180 to $60,894 due to the fact that there was no intangible assets to amortize after we wrote off the Chinuka Process due to an impairment loss.

Due to the cash constraints, there was no spending on research and development during the nine months ended September 30, 2015.

Loss before other items for the current nine-month period was $3,370,736, as compared to $4,474,679 for the comparative period in 2014.

Foreign exchange loss was $41,267 for the current period, as compared to $35,663 for the comparative period, due to the volatility of U.S. dollar compared to the Chilean Peso during the comparable period.

Liquidity and Cash Flows

As of September 30, 2015, we had working capital of $1,236,692 (December 31, 2014: $747,390), including $1,221,080 (December 31, 2014: $949,806) of cash.

Cash used in operating activities was $2,982,701 for the nine months ended September 30, 2015, compared to $3,831,013 for the comparable prior year period. Cash used in investing activities was $1,025 for the nine months ended September 30, 2015 (2014: $91,598).

19

We raised $3,255,000 from financing activities during the current nine-month period, compared to $4,185,000 for the same period in 2014.

We anticipate that we will need to raise additional funds of from $5 million to $10 million in the next twelve months to meet our operation requirements and to complete the BFS and commence studies for a desalination plant project. However, there are a number of risk factors which will influence our ability to raise sufficient funds, 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 or some form of strategic alliance. We believe that a failure to raise funds in a timely manner would likely delay the achievement of some of our project milestones, and would delay any decision regarding the viability of operations while likely increasing future costs.

Recent Accounting Pronouncements

In February 2015 the FASB issued update No. 2015-02 – Consolidation (Topic 810) Amendments to the Consolidated Analysis.

The amendments in this Update affect reporting entities that are required to evaluate whether they should consolidate certain legal entities. All legal entities are subject to reevaluation under the revised consolidation model. Specifically, the amendments:

The amendments in this update are effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015.

In August 2014, the FASB issued Update No. 2014-15—Presentation of Financial Statements— Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The amendments in the Update provide guidance on management’s responsibility to disclose conditions or events that raise substantial doubt about an entity’s ability to continue as a going concern. The update requires management also to discuss plans to mitigate the conditions or events and if the plans will alleviate the substantial doubt by considering the probability of implementation of the plans and mitigation effect of the plans. The new requirements are effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted.

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 13(a)-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 our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

20

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, 2015, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1A. Risk Factors

Industry and Capital Market Factors Negatively Impact to our Ability to Raise Additional Funds to Advance our Projects.

As an exploration stage company, we finance our operation using funds received from private equity offerings. Without additional capital raised, we will no longer be able to advance our Cerro Blanco project to Bankable Feasibility Study (the “BFS”) and subsequent production or continue to operate our business. Our current funds can only support our operation into early 2016; however, our ability to raise capital is challenged by the overall mining sector conditions. According to market commentators, weakening commodity price and sluggish outlook for demand growth have turned investors away from the mining sector. In such a challenging environment, we may not be able to raise enough funds to support our operations or we may have to accept capital at less than favorable terms.

Our Environmental Approval from the Chilean Government is Revocable and, if revoked, our Business Would be Adversely Affected.

Our ability to place our Cerro Blanco project into production is contingent upon environmental approvals received from the Chilean government. Although we received environmental approval from the Chile Environment Authority in May 2015, the approval is revocable. If we fail to meet our responsibilities, including social resettlement obligations and other environmental commitments, as stipulated in the approved EIS, or the Chilean government believes we have no intention to advance the project to final production, the EIS could be revoked and our business could fail.

Other Risk Factors

See “Item 1A – Risk Factors” as disclosed in Form 10-K as filed with the Securities and Exchange Commission on March 30, 2015 for broader discussion on risk factors.

Item 6. Exhibits

21

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

22