OKLAHOMA CITY, Dec. 30, 2011 /PRNewswire/ -- Tronox Incorporated (TROX.PK), announced today it has filed a Registration Statement on Form S-4 with the U.S. Securities and Exchange Commission (SEC) in connection with its proposed acquisition of the Mineral Sands Operations of Exxaro Resources Limited (JSE: EXX).  The definitive agreement was announced on September 26, 2011.  While this Registration Statement has not yet become effective, it represents an important milestone in the process of closing this transaction.

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The boards of directors of both Tronox and Exxaro have approved the proposed transaction, which is subject to customary closing conditions including approval by the stockholders of Tronox.  Once the SEC review has concluded and the Registration Statement has been declared effective, Tronox intends to promptly mail a proxy statement/prospectus to its stockholders and convene the required stockholder meeting to approve the transaction.  The Company currently expects that the SEC will have completed its review process of the Registration Statement by early in the second quarter of 2012, which will allow the Company to convene the Tronox stockholder meeting approximately 30 days later, and, assuming a favorable stockholder vote, close the combination with Exxaro's Mineral Sands Operations promptly thereafter.  The Company currently expects to list the shares of the new company, Tronox Limited, formed by the combination of Tronox's businesses with Exxaro's Mineral Sands Operations on a major exchange contemporaneously with or shortly after the closing. 

The complete terms and conditions of the transaction are set forth in the Registration Statement which can be found on our web page at www.tronox.com and at the SEC website at www.SEC.gov.

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