Ms. Irina Kuznetsova reports
TITAN MINING FILES BASE SHELF PROSPECTUS AND ESTABLISHES ATM PROGRAM
Titan Mining Corp. has filed a base shelf prospectus in Canada dated Jan. 27, 2026, and a registration statement on Form F-10 (file No. 333-292602) in the United States with the U.S. Securities and Exchange Commission (the SEC) under the U.S./Canada Multijurisdictional Disclosure System, providing the company the flexibility to be able to raise up to $150-million (U.S.), from time to time, over a 25-month period, should it choose to do so.
The filing does not mean that Titan is issuing shares today. Rather, it establishes a flexible financing framework that allows the company to access capital efficiently in the future to support growth initiatives, advance its U.S. graphite strategy and strengthen its balance sheet as market conditions warrant.
As part of this framework, the company has also established an at-the-market equity program under its Canadian base prospectus and registration statement that allows the company to issue and sell, from time to time through sales agents, at prevailing market prices for up to $50-million (U.S.) of its common shares from treasury to the public, at the company's discretion. Any use of the ATM program would be entirely at Titan's discretion, with timing and volume determined based on market conditions, funding needs and shareholder considerations.
If utilized, proceeds from the ATM program would be used for working capital, growth initiatives and general corporate purposes.
Further details of the ATM
Sales of offered shares, if any, under the ATM program are anticipated to be made in transactions that are deemed to be at-the-market distributions as defined in National Instrument 44-102 -- Shelf Distributions and at-the-market offerings within the meaning of Rule 415 under the U.S. Securities Act of 1933, as amended, including sales made directly on the Toronto Stock Exchange (TSX), the NYSE American LLC or any other trading market for the offered shares in Canada or the United States, at the market prices prevailing or at negotiated prices, or as otherwise agreed upon by one or more of the agents (as defined herein) and the company at the time of sale. The volume and timing of sales under the ATM program, if any, will be determined in the company's sole discretion, and at the market price prevailing at the time of each sale, and, as a result, sale prices may vary.
Distributions of the offered shares through the ATM program, if any, will be made pursuant to the terms of an equity distribution agreement dated Jan. 28, 2026, with a syndicate of sales agents comprising BMO Capital Markets Corp., BMO Nesbitt Burns Inc., Cantor Fitzgerald & Co., Cantor Fitzgerald Canada Corp., H.C. Wainwright & Co. LLC and Maxim Group LLC. The ATM program will be effective until the issuance and sale of all of the offered shares issuable pursuant to the ATM program, unless terminated prior to such date in accordance with the terms of the equity distribution agreement.
Listing of the offered shares sold pursuant to the ATM program on the TSX and the NYSE American will be subject to fulfilling all applicable listing requirements.
The sale of offered shares through the ATM program is being made pursuant to a prospectus supplement dated Jan. 28, 2026, to the company's Canadian base prospectus filed with the securities commissions in each of the provinces and territories of Canada, and in the United States pursuant to a prospectus supplement dated Jan. 28, 2026, to the company's short form base shelf prospectus contained in the company's registration statement. The Canadian prospectus, the U.S. prospectus and the registration statement contain important detailed information about the company and the ATM program. Prospective investors should read the Canadian prospectus, the U.S. prospectus and the registration statement, and the other documents the company has filed for more complete information about the company and the ATM program before making an investment decision. Copies of the Canadian prospectus are available on SEDAR+ and copies of the U.S. prospectus and the registration statement are available on EDGAR. Copies of the Canadian prospectus relating to the ATM program may also be obtained for free from BMO Nesbitt Burns Inc., attention: The Data Group of Companies 9195 Torbram Rd., Brampton, Ont., L6S 6H2, via telephone at 905-791-3151, extension 4312; and Cantor Fitzgerald Canada Corp., attention: Equity Capital Markets, 181 University Ave., suite 1500, Toronto, Ont., M5H 3M7; by e-mail at: ecmcanada@cantor.com. Copies of the U.S. prospectus relating to the ATM program may be obtained for free from BMO Capital Markets Corp., attention: Equity Syndicate Department 151 W 42nd St., 32nd floor, New York, N.Y., 10036 via e-mail at bmoprospectus@bmo.com; Cantor Fitzgerald & Co., attention: Capital Markets, 110 East 59th St., sixth floor, New York, N.Y., 10022; by e-mail at: prospectus@cantor.com; from H.C. Wainwright & Co. LLC, attention: prospectus department, 430 Park Ave., New York, N.Y., 10022, via e-mail at HCWprospectus@hcwco.com; and from Maxim Group LLC, attention: Syndicate Department, or via e-mail at syndicate@maximgrp.com or telephone at 212-895-3500.
About Titan Mining Corp.
Titan is an Augusta Group company which produces zinc concentrate at its 100-per-cent-owned Empire State mine located in New York state. Titan is also a natural flake graphite producer.
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