Titan Mining Announces Warrant Repricing
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Titan Mining Announces Warrant Repricing
Vancouver, B.C., October 2, 2020 – Titan Mining Corporation (TSX:TI) (“ Titan” or the
“Company”) announces the proposed repricing of 2.5 million warrants issued to Augusta
Investments Inc. (the “ Lender”), a company controlled by the Company’s Executive Chairman
Richard Warke, expiring on January 20, 2024 in connection with the Credit Agreement between
the Company and the Lender pursuant to which the Lender agreed to extend and has advanced
to the Company a second-ranking secured non-revolving credit facility of up to US$20.71 million
(the “Facility”). The exercise price of the warrants will be repriced from C$1.40 to C$0.75 (the
“Warrant Amendment”) subject to shareholder approval. In consideration for the repricing, the
Lender has agreed to extend the due date for repayment of the Facility by one additional year
from November 30, 2020 to November 30, 2021.
The Company is required to seek shareholder approval of the Warrant Amendment pursuant to
and Section 608(a) of the TSX Company Manual because the Warrants are held by an insider of
the Company. Such shareholder approval is to be obtained at a duly called meeting of security
holders of the Company. However, the Company is relying on exemption under section 604 of
the TSX Company Manual where written evidence that more than 50% of the holders of the
Company’s issued and outstanding common shares, other than the common shares held by the
Lender are familiar with the terms of the proposed warrant repricing and consent to it, the
Company is permitted to proceed without holding a meeting of security holders to formally seek
such approval.
The committee of independent Board members (the “ Independent Committee”) and the Board
of Directors of the Company has approved the Warrant Amendment on the following basis (i) The
Lender is a significant shareholder of the Company holding more than 50% of the issued and
outstanding common shares of the Company, and the Lender has continued to support the
Company through the original Facility, as well as subsequent advances; (ii) The Lender provided
the Company with a waiver on August 2, 2019 waiving the requirement to pay interest as required
pursuant to the Facility, enabling the Company to defer the payment of interest under the Facility,
(iii) the Lender has agreed to extend the repayment date under the Facility for one further year to
November 30, 2021; and (iv) since issuance, the Warrants have not been in the money to make
it economical for the Lender to exercise and the Warrant Amendment would provide a greater
possibility for the Warrants to be exercised prior to the Expiry Date providing the Company with
additional capital. Accordingly, the Independent Committee and the Board of Directors of the
Company believe it is in the best interests of the Company to grant the Warrant Amendment.
Titan CEO, Don Taylor, commented, “The proposed repricing is a small gesture compared to the
tremendous support that Mr. Warke has provided, and continues to provide, to the Company.
With the closing of the recent C$8 million financing, we are excited to commence the Company’s
first drill program on the Mineral Ridge property with a target to rapidly expand resources around
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the existing open pits, which have been vastly under-explored to date, and thoroughly test the
other targets with the potential for new discoveries.”
In accordance with TSX Policies, subject to the receipt of the necessary shareholder consent
and final TSX approval, the Warrant Amendment is expected to take effect after the close of
business on Friday, October 9, 2020.
About Titan Mining Corporation:
Titan is an Augusta Group company which produces zinc concentrate at its 100%-owned Empire
State Mine (“ESM”) located in New York state. In addition, Titan has an option to earn a 100%
interest in the Mineral Ridge gold property in Esmeralda County, Nevada that is drill-ready, fully
permitted and hosts a current known gold resource of 350koz with tremendous exploration
potential. Titan is built for growth, focused on value and committed to excellence. The Company’s
shares are listed under the symbol "TI" on the Toronto Stock Exchange. For more information on
the Company, please visit our website at www.titanminingcorp.com.
Contact
For further information, please contact:
Investor Relations:
Jacqueline Wagenaar, VP Investor Relations
Telephone: 416-366-5678 Ext. 203 | Email: [email protected]
Cautionary Note Regarding Forward-Looking Information
This press release contains certain forward-looking statements. Words such as “expects”,
“anticipates” and “intends” or similar expressions are intended to identify forward-looking
statements. Forward-looking information is necessarily based on a number of opinions,
assumptions and estimates that, while considered reasonable by the Company as of the date of
this press release, are subject to known and unknown risks, uncertainties, assumptions and other
factors that may cause the actual results, performance of current and additional drilling, or timing
of events to be materially different from those expressed or implied by such forward-looking
information, including but not limited to the factors described in greater detail in the Company’s
Management’s Discussion and Analysis and Annual Information Form for the year ended
December 31, 2019, available at www.sedar.com. No securities regulatory authority has
expressed an opinion about the securities described herein and it is an offence to claim otherwise.
Titan undertakes no obligation to publicly update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise, except as may be required by
law.