On February 21, 2017, Tronox Limited, an Australian public
limited company incorporated in the State of Western Australia in
the Commonwealth of Australia (the Company), The National
Titanium Dioxide Company Ltd., a limited company organized under
the laws of the Kingdom of Saudi Arabia (Cristal), and Cristal
Inorganic Chemicals Netherlands Coperatief W.A., a cooperative
organized under the laws of the Netherlands and a wholly owned
subsidiary of Cristal (Seller), entered into a Transaction
Agreement (the Transaction Agreement), to which the Company
agreed to acquire Cristals titanium dioxide business (the
Business) for $1.673 billion in cash, subject to a working
capital adjustment at closing (the Cash Consideration), plus
37,580,000 Class A ordinary shares, par value $0.01 per share, of
the Company (the Consideration Shares) (the Transaction).
Following the closing of the Transaction, the Seller will own
approximately 24% of the outstanding ordinary shares of the
Company. Concurrently with this announcement, the Company
announced its intent to begin a process to sell its Alkali
business. The Cash Consideration is expected to be funded through
proceeds from asset sales, including of the Companys Alkali
business and selected other non-core assets if appropriate, and
cash on hand. The Transaction, which has been unanimously
approved by the board of directors of the Company (the Board), is
expected to close before first quarter 2018, subject to
regulatory approvals and satisfaction of customary closing
conditions. At the closing of the Transaction, the Company and
Cristal will enter into a Shareholders Agreement (the
Shareholders Agreement), the form of which has been agreed to by
the parties and is attached as an exhibit to the Transaction
Agreement, and the Company will designate two individuals chosen
by Cristal to serve as Class A directors of the Company.

Conditions to the Transaction

The completion of the Transaction is subject to certain customary
closing conditions, including:

Each partys obligation to consummate the Transaction is also
subject to certain additional closing conditions, including (i)
the accuracy of the other partys representations and warranties
contained in the Transaction Agreement (subject to certain
materiality qualifiers) and (ii) the other partys compliance in
all material respects with its covenants and agreements contained
in the Transaction Agreement.

Other Terms of the Transaction

The Transaction Agreement contains customary representations,
warranties and covenants by each party that are subject, in some
cases, to specified exceptions and qualifications contained in
the Transaction Agreement. The representations and warranties in
the Transaction Agreement are the product of negotiations between
the parties to the Transaction Agreement and are made to, and
solely for the benefit of, the party to whom such representations
and warranties are made, in each case as of specified dates. Such
representations and warranties may have been made for the purpose
of allocating contractual risk between the parties to the
Transaction Agreement instead of establishing these matters as
facts, may be subject to standards of materiality applicable to
the contracting parties that differ from those applicable to
investors, and may not be relied upon by any other person. The
covenants include, among others, the following: (i) the Companys
obligation to operate its business in all material respects in
the ordinary course between execution of the Transaction
Agreement and the closing of the Transaction; (ii) Cristals
obligation to operate the Business in all material respects in
the ordinary course between the execution of the Transaction
Agreement and the closing of the Transaction; (iii) Cristals
agreement to be subject to certain exclusivity obligations; (iv)
Cristals agreement not to compete with the Business (subject to
certain exceptions) for a period of two years after the closing
of the Transaction; and (v) certain non-solicit obligations
applicable to both the Company and Cristal for a period of two
years after the closing of the Transaction.

Each of the parties is required to use its reasonable best
efforts to consummate the Transaction, including by making a
filing under the U.S. Hart-Scott Rodino Antitrust Improvements
Act of 1976, as amended, and obtaining all consents and
authorizations from governmental entities necessary to complete
the Transaction. Notwithstanding the foregoing, neither party is
required to agree to the divestiture, sale or disposition of
assets of the Company or Cristal or the Business or take any
actions that could limit the Companys, Cristals or the Businesss
freedom of action with respect to their respective assets or
assets of the Business if such actions would be detrimental to
Cristal and its subsidiaries or the Company and its subsidiaries,
as applicable, taken as a whole.

The Company intends to fund the Cash Consideration with a
combination of proceeds from asset sales, including of the
Companys Alkali business and selected other non-core assets if
appropriate, and cash on hand. The Transaction is conditioned on
the Company obtaining financing sufficient to fund the Cash
Consideration.

The Transaction Agreement contains customary termination
provisions in favor of both parties, including a right to
terminate the Transaction Agreement if the closing of the
Transaction has not occurred on or before May 21, 2018 (the
Termination Date). The Transaction Agreement provides that the
Company must pay to Cristal a termination fee of $100 million if
all conditions to closing, other than the financing condition,
have been satisfied and the Transaction Agreement is terminated
because closing of the Transaction has not occurred by the
Termination Date. The Transaction Agreement further provides that
the Company shall reimburse Cristal for certain expenses not to
exceed $15 million if the Transaction Agreement is terminated due
to a failure to obtain the required shareholder vote.

Both the Company and Cristal have agreed, following the closing,
to indemnify the other party for losses arising from certain
breaches of the Transaction Agreement and for certain other
liabilities, subject to certain limitations.

Simultaneous with the closing of the Transaction, the parties
will enter into certain ancillary agreements, including a
transition services agreement. Subject to negotiations with
Cristal, the Company has the intention to acquire Cristals 500
MMT slag production facility in Saudi Arabia.

The foregoing description of the Transaction Agreement does not
purport to be complete, and is qualified in its entirety by
reference to the full text of the Transaction Agreement, which is
filed herewith as Exhibit 2.1 and is incorporated herein by
reference.

Shareholders Agreement

to the Transaction Agreement, the Company, Cristal, the Seller
and the three shareholders of Cristal (the Shareholders) have
agreed to enter into a Shareholders Agreement. to the
Shareholders Agreement, as long as the Shareholders,
collectively, beneficially own at least 28,185,000 or more Class
A Shares, they will have the right to designate for nomination
two Class A directors of the Board and, as long as they
beneficially own at least 15,568,333 Class A Shares but less than
28,185,000 Class A Shares, they will have the right to designate
for nomination one Class A director of the Board. The
Shareholders Agreement also will provide that as long as the
Shareholders own at least 11,743,750 Class A Shares, they will be
granted certain preemptive rights.

The Company has agreed to file promptly after the closing of the
Transaction a registration statement covering approximately four
percent of the then-outstanding ordinary shares of the Company,
which may be sold as soon as such registration statement is
effective. Other than with respect to those Consideration Shares,
the Shareholders Agreement will include restrictions on the
Sellers ability to transfer any other of its Class A Shares for a
period of three years after the closing of the Transaction other
than to certain permitted transferees after the later of eighteen
months and the resolution of all indemnification claims under the
Transaction Agreement. The Shareholders Agreement will also
contain certain demand and piggy-back registration rights, which
commence after the three-year transfer restriction period
expires. Finally, the majority of the Shareholders will also
agree to certain non-competition obligations for two years
following the closing of the Transaction.

The foregoing description of the Shareholders Agreement does not
purport to be complete, and is qualified in its entirety by
reference to the full text of the form of Shareholders Agreement
that appears as Exhibit A to the Transaction Agreement, which is
filed as Exhibit 2.1 and is incorporated herein by reference.

Item 2.02 Results of Operations and Financial Condition.

Attached as Exhibit 99.1 is a copy of a press release of the
Company, dated February 21, 2017, reporting the Companys
financial results for the fourth quarter ended December 31, 2016.
Such information, including the Exhibit attached hereto, shall
not be deemed filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, nor shall it be deemed
incorporated by reference in any filing under the Securities Act
of 1933, as amended, except as shall be expressly set forth by
specific reference in such filing.

Item 3.02 Unregistered Sale of Securities

to the Transaction Agreement, the Company has agreed, subject to
the terms and conditions therein, to issue the Consideration
Shares. The issuance of Consideration Shares will be exempt from
the registration requirement of the Securities Act of 1933, as
amended, to Section 4(2) thereof because such issuance will not
involve a public offering.

The information set forth under Item 1.01 above is incorporated
by reference to this Item 3.02.

Item 7.01 Regulation FD Disclosure.

On February 21, 2017, the Company issued a press release
announcing the Transaction. The press release is attached hereto
as Exhibit 99.2 and is incorporated herein by reference.

On February 21, 2017, the Company also made an investor
presentation in connection with the Transaction and the other
transactions described above. The investor presentation is
attached as Exhibit 99.3 and is incorporated herein by reference.

The information furnished to this item is not deemed filed for
purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, nor shall it be deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended, except as
shall be expressly set forth by specific reference in such
filing.

Additional Information and Where to Find It

This communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation
of any vote or approval. In connection with the Transaction
Agreement, by and between Tronox Limited (the Company), The
National Titanium Dioxide Company (Cristal) and Cristal Inorganic
Chemicals Netherlands Coperatief W.A. (the Transaction), the
Company intends to file relevant materials with the U.S.
Securities and Exchange Commission (SEC), including a proxy
statement. Investors and securityholders are urged to read the
proxy statement (including all amendments and supplements
thereto) and all other relevant documents regarding the proposed
Transaction filed with the SEC or sent to shareholders as they
become available as they will contain important information about
the Transaction. You may obtain a free copy of the proxy
statement (if and when it becomes available) and other relevant
documents filed by the Company with the SEC at the SECs website
at www.sec.gov. Copies of documents filed by the Company with the
SEC will be available free of charge on the Companys website at
www.tronox.com or by contacting the Companys Investor Relations
at 1 (203) 705-3722.

Certain Information Regarding Participants

The Company, Cristal and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies in respect of the Transaction. You can find information
about the Companys directors and executive officers in the
Companys definitive annual proxy statement filed with the SEC on
April 8, 2016. Additional information regarding the interests of
such potential participants will be included in the proxy
statement regarding the Transaction and other relevant documents
filed with the SEC.

Forward-Looking Statements

Statements in this release that are not historical are
forward-looking statements within the meaning of the U.S. Private
Securities Litigation Reform Act of 1995. These forward-looking
statements are based upon managements current beliefs and
expectations and are subject to uncertainty and changes in
circumstances and contain words such as believe, intended,
expect, and anticipate, and include statements about expectations
for future results.

The forward-looking statements involve risks that may affect the
companys operations, markets, products, services, prices and
other risk factors discussed in the Companys filings with the
SEC, including those under the heading entitled Risk Factors in
our Annual Report on Form 10-K for the year ended December 31,
2015 and our Quarterly Report on Form 10-Q for the period ended
March 31, 2016. Significant risks and uncertainties may relate
to, but are not limited to, the risk that the Transaction will
not close, including by failure to obtain shareholder approval,
failure to obtain any necessary financing or the failure to
satisfy other closing conditions under the Transaction Agreement
or by the termination of the Transaction Agreement; failure to
plan and manage the Transaction effectively and efficiently; the
risk that a regulatory approval that may be required for the
Transaction is delayed, is not obtained or is obtained subject to
conditions that are not anticipated; the risk that expected
synergies will not be realized or will not be realized within the
expected time period; unanticipated increases in financing and
other costs, including a rise in interest rates; reduced access
to unrestricted cash; compliance with our bank facility
covenants; the price of our shares; general market conditions;
our customers potentially reducing their demand for our products;
more competitive pricing from our competitors or increased supply
from our competitors; operating efficiencies and other benefits
expected from the Transaction. Neither the Companys investors and
securityholders nor any other person should place undue reliance
on these forward-looking statements. Unless otherwise required by
applicable laws, the Company undertakes no obligations to update
or revise any forward-looking statements, whether as a result of
new information or future developments.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

* This filing excludes schedules and exhibits to Item 601(b)(2)
of Regulation S-K, which the registrant agrees to furnish
supplementally to the SEC upon request by the SEC.

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

Date: February 21, 2017

EXHIBIT INDEX

* This filing excludes schedules and exhibits