ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

On October 13, 2008, TOR Minerals International, Inc. ("TOR", "we" or "our") disclosed on Form 8-K filed with the Securities and Exchange Commission that we were requesting shareholder approval relating to the purchase of forty-five (45) investment units ("Units") by certain directors, officers, employees and consultants ("Insiders"). Shareholder approval, which satisfied the applicable NASDAQ Marketplace Rules, was received on December 31, 2008.

As each Unit cost $30,000, the total aggregate offering price to Insiders was $1.35 million, with no commission paid. Each Unit consisted of 25,000 shares of our common stock and a warrant to purchase, for a period of three years, an additional 25,000 shares of our common stock at an exercise price $2.00 per share.