Titan Mining Closes US$15 Million Institutional Financing to Advance U.S. Graphite Strategy

Rhea-AI Summary

Titan Mining (NYSE-A:TII) closed a US$15.0 million private placement on Dec 18, 2025 via 6,666,666 special warrants at US$2.25/C$3.10 each.

Each special warrant will automatically convert into one common share plus one Warrant upon satisfaction of conditions; Warrants split 50/50 exercisable at +35% and +65% premiums for up to three years. Maxim Group acted as exclusive placement agent. Proceeds are earmarked to advance the Kilbourne Graphite Project and feasibility work for Titan's U.S. graphite strategy.

Positive

• Gross proceeds of US$15.0M raised
• Funding dedicated to Kilbourne feasibility and growth

Negative

• Issuance of 6,666,666 special warrants may cause shareholder dilution
• Warrants exercisable up to three years, delaying potential cash conversion

Key Figures

Financing size US$15 million Private placement to advance Kilbourne Graphite Project

Special warrants issued 6,666,666 special warrants Units issued in the private placement

Issue price (US$) US$2.25 per Special Warrant Pricing of the private placement units

Issue price (C$) C$3.10 per Special Warrant Canadian dollar pricing of units

Warrant term Up to 3 years Exercise period following warrant issuance

Warrant premium tranche 1 35% premium to Issue Price Exercise price for 50% of the warrants

Warrant premium tranche 2 65% premium to Issue Price Exercise price for remaining 50% of warrants

Call trigger 150% of exercise price for 15 of 30 days Condition for company to call the warrants

Market Reality Check

$2.52 Last Close

Volume Volume 32,442 is at 0.4x the 20-day average of 80,552 shares. low

Technical Price is noted as below the 200-day MA of 2.43 with last price at 2.44.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 16	Financing announcement	Positive	+1.1%	Institutional US$15M equity investment to accelerate Kilbourne graphite project.
Dec 11	Operational milestone	Positive	+9.6%	Start of ore feed at Kilbourne graphite demo facility and EXIM funding support.
Dec 01	Project economics update	Positive	-2.5%	Positive PEA for Kilbourne with strong NPV, IRR and EXIM-backed financing support.

Pattern Detected

Recent graphite-focused announcements were generally positive, with two price moves aligned with the news and one divergence.

Recent Company History

Over the past month, Titan Mining has focused on advancing its Kilbourne graphite strategy. On Dec. 1, 2025, the company reported a positive Preliminary Economic Assessment with an after-tax NPV(7%) of $513 million and a 37% IRR, but shares fell 2.5%. Subsequent news on Dec. 11 and Dec. 16 highlighted commencement of graphite processing, EXIM support, and a $15 million investment, with share reactions of 9.56% and 1.13% respectively. Today’s closing of that financing continues this funding and development narrative.

Market Pulse Summary

This announcement confirms closing of a US$15 million private placement using 6,666,666 special warrants priced at US$2.25. The structure adds common shares plus warrants with up to 3-year terms and premiums of 35% and 65%. In recent months, Titan highlighted positive Kilbourne economics and EXIM support, so investors may monitor how this new capital translates into feasibility progress and further graphite development milestones.

Key Terms

private placement financial

"has closed its previously announced US$15 million private placement (the “Offering”)"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

special warrants financial

"through the issuance of 6,666,666 special warrants (each, a “Special Warrant”)"

Special warrants are temporary securities sold in a financing that convert into ordinary shares (or other equity) once a specific trigger happens, such as regulatory approval or a company meeting. Think of them like a coupon that only becomes usable after a promised event occurs; investors get exposure now but the actual shares — and any dilution to existing holders — arrive later. They matter because they affect ownership percentages, future share supply, and the timing of when investors can sell or vote their holdings.

common share purchase warrant financial

"convert into one common share of the Company and one common share purchase warrant"

A common share purchase warrant is a tradable contract that gives its holder the right, but not the obligation, to buy a company’s common stock at a specified price within a set period. Think of it like a coupon for future shares: if the stock rises above the coupon price it can boost returns for the holder, but when used it increases the number of outstanding shares and can reduce each existing shareholder’s ownership and affect the company’s cash position.

Regulation S regulatory

"“United States” or to “U.S. Persons” (as such terms are defined in Regulation S under"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

AI-generated analysis. Not financial advice.

GOUVERNEUR, N.Y., Dec. 18, 2025 (GLOBE NEWSWIRE) -- Titan Mining Corporation (TSX:TI, NYSE-A:TII), (“Titan” or the “Company”) an existing zinc concentrate producer in upstate New York and an emerging natural flake graphite producer (a key component of the broader rare earths and critical minerals ecosystem), has closed its previously announced US$15 million private placement (the “Offering”), providing the Company with additional financial flexibility to advance the Kilbourne Graphite Project (“Kilbourne”) and execute on its U.S. graphite growth strategy.

“This financing puts Titan in a strong position to move Kilbourne forward with clarity and momentum,” said Rita Adiani, President & CEO of Titan Mining. “With this capital supporting the next phase, our priority is advancing feasibility work and continuing to build a scalable, U.S.-based natural graphite platform aligned with critical supply-chain needs.”

The Offering was completed through the issuance of 6,666,666 special warrants (each, a “Special Warrant”) at a price of US$2.25/C$3.10 per Special Warrant, for gross proceeds of approximately US$15 million. Each Special Warrant will, upon satisfaction of certain conditions and for no additional consideration, automatically convert into one common share of the Company and one common share purchase warrant (each, a “Warrant”).

Maxim Group LLC acted as exclusive placement agent in connection with the Offering.

Each Warrant will be exercisable for a period of up to three years following issuance, with 50% of the Warrants exercisable at a 35% premium to the Issue Price and the remaining 50% exercisable at a 65% premium to the Issue Price. The Company may call the Warrants if its common shares trade at greater than 150% of the applicable exercise price for 15 trading days within any 30-day period, upon providing 30 days’ prior notice.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), and may not be offered or sold in the “United States” or to “U.S. Persons” (as such terms are defined in Regulation S under S under the U.S. Securities Act) absent registration under the U.S. Securities Act and all applicable U.S. state securities laws or in compliance with applicable exemptions therefrom. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Titan Mining Corporation

Titan is an Augusta Group company which produces zinc concentrate at its 100%-owned Empire State Mine located in New York state. Titan is also an emerging natural flake graphite producer and targeting to be the USA’s first end to end producer of natural flake graphite in 70 years. Titan’s goal is to deliver shareholder value through operational excellence, development and exploration. We have a strong commitment towards developing critical minerals assets which enhance the security of the domestic supply chain. For more information on the Company, please visit our website at www.titanminingcorp.com

Media & Investor Contact

Irina Kuznetsova
Director, Investor Relations
Phone: (778) 870-7735
Email: info@titanminingcorp.com

Cautionary Note Regarding Forward-Looking Information

Certain statements and information contained in this new release constitute “forward-looking statements”, and “forward-looking information” within the meaning of applicable securities laws (collectively, “forward-looking statements”). These statements appear in a number of places in this news release and include statements regarding our intent, or the beliefs or current expectations of our officers and directors, including that our priority is advancing feasibility work and continuing to build a scalable, U.S.-based natural graphite platform aligned with critical supply-chain needs. When used in this news release words such as “to be”, “will”, “planned”, “expected”, “potential”, and similar expressions are intended to identify these forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements and/or information are reasonable, undue reliance should not be placed on forward-looking statements since the Company can give no assurance that such expectations will prove to be correct. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to vary materially from those anticipated in such forward-looking statements, including risks relating to cost increases for capital and operating costs; risks of shortages and fluctuating costs of equipment or supplies; risks relating to fluctuations in the price of zinc and graphite; the inherently hazardous nature of mining-related activities; potential effects on our operations of environmental regulations in New York State; risks due to legal proceedings; and risks related to operation of mining projects generally and the risks, uncertainties and other factors identified in the Company's periodic filings with Canadian securities regulators and the United States Securities and Exchange Commission. Such forward-looking statements are based on various assumptions, including assumptions made with regard to our forecasts and expected cash flows; our projected capital and operating costs; our expectations regarding mining and metallurgical recoveries; mine life and production rates; that laws or regulations impacting mining activities will remain consistent; our approved business plans; our mineral resource estimates and results of the preliminary economic assessment; our experience with regulators; political and social support of the mining industry in New York State; our experience and knowledge of the New York State mining industry and our expectations of economic conditions and the price of zinc and graphite; demand for graphite; exploration results; the ability to secure adequate financing (as needed); the Company maintaining its current strategy and objectives; and the Company’s ability to achieve its growth objectives. While the Company considers these assumptions to be reasonable, based on information currently available, they may prove to be incorrect. Except as required by applicable law, we assume no obligation to update or to publicly announce the results of any change to any forward-looking statement contained herein to reflect actual results, future events or developments, changes in assumptions or changes in other factors affecting the forward-looking statements. If we update any one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements. You should not place undue importance on forward-looking statements and should not rely upon these statements as of any other date. All forward-looking statements contained in this news release are expressly qualified in their entirety by this cautionary statement.

FAQ

How much did Titan Mining (TII) raise in the Dec 18, 2025 financing?

Titan raised US$15.0 million through the issuance of 6,666,666 special warrants on Dec 18, 2025.

What do Titan Mining special warrants convert into and when will conversion occur?

Each special warrant will automatically convert into one common share and one Warrant upon satisfaction of certain conditions.

What are the exercise terms for the Warrants issued by Titan (TII)?

Each Warrant is exercisable up to three years; 50% at a 35% premium and 50% at a 65% premium to the issue price.

How will Titan use the US$15M proceeds for the Kilbourne Graphite Project?

The company said proceeds will support feasibility work and advance its U.S. natural flake graphite development plans.

Who acted as placement agent for Titan Mining's US$15M private placement?

Maxim Group LLC acted as the exclusive placement agent for the offering.

Are the securities from Titan's offering registered for sale in the United States?

No; the securities have not been registered under the U.S. Securities Act and may not be offered or sold in the United States or to U.S. Persons.