Titan Mining Files Base Shelf Prospectus and Establishes ATM Program

Rhea-AI Summary

Titan Mining (NYSE-A: TII) filed a Canadian base shelf prospectus and a Form F-10 registration statement enabling the company to raise up to US$150 million over 25 months and established an ATM program to issue up to US$50 million of common shares from treasury.

The framework is optional, subject to market conditions, listing requirements, and company discretion; proceeds would target working capital, growth initiatives and the U.S. graphite strategy.

Positive

• Shelf registration enables raising up to US$150 million over 25 months
• At-the-market program allows issuance of up to US$50 million of common shares
• Proceeds designated for working capital, growth initiatives, and U.S. graphite strategy

Negative

• Use of ATM could cause share dilution if Offered Shares are sold
• Sales under the ATM depend on market conditions and company discretion
• Listing of Offered Shares is subject to fulfilling TSX and NYSE American requirements

News Market Reaction

-6.48%

25 alerts

-6.48% News Effect

-19.0% Trough in 29 hr 7 min

-$31M Valuation Impact

$453M Market Cap

0.5x Rel. Volume

On the day this news was published, TII declined 6.48%, reflecting a notable negative market reaction. Argus tracked a trough of -19.0% from its starting point during tracking. Our momentum scanner triggered 25 alerts that day, indicating elevated trading interest and price volatility. This price movement removed approximately $31M from the company's valuation, bringing the market cap to $453M at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Financing capacity: US$150 million Program duration: 25 months ATM size: US$50 million +5 more

8 metrics

Financing capacity US$150 million Maximum aggregate amount under new financing framework over 25 months

Program duration 25 months Period during which securities may be offered under framework

ATM size US$50 million Maximum common shares issuable under ATM program

Canadian base prospectus date January 27, 2026 Date of Canadian base prospectus referenced in announcement

Equity agreement date January 28, 2026 Date of equity distribution agreement with sales agents

Current price $4.94 Price before market reaction to this announcement

52-week high $5.65 Upper end of 52-week trading range

52-week low $2.09 Lower end of 52-week trading range

Market Reality Check

Price: $4.04 Vol: Volume 652,853 vs 20-day ...

low vol

$4.04 Last Close

Volume Volume 652,853 vs 20-day average 1,573,927 (relative volume 0.41x) ahead of this announcement. low

Technical Price $4.94 is trading above the 200-day MA $3.05, near the 52-week high $5.65 and well above the 52-week low $2.09.

Peers on Argus

No peers in the provided universe showed concurrent momentum; the 1.65% move in ...

No peers in the provided universe showed concurrent momentum; the 1.65% move in TII appears company-specific relative to this financing framework and ATM announcement.

Historical Context

5 past events · Latest: Jan 26 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 26	Graphite production start	Positive	+6.0%	Commencement of graphite concentrate production at Kilbourne demonstration facility.
Jan 20	Investor conference slot	Neutral	+19.4%	Scheduling of Titan presentation at January micro-cap virtual conference.
Jan 05	De-leveraging update	Positive	+2.0%	Final credit facility payment and equity financing reducing net debt significantly.
Dec 23	EXIM facility secured	Positive	-2.7%	US$5.5M non-dilutive EXIM credit facility for Kilbourne feasibility work.
Dec 18	Institutional financing	Positive	+3.5%	US$15M private placement to advance Kilbourne Graphite Project and strategy.

Pattern Detected

Recent announcements tied to graphite strategy, financing, and balance sheet actions have generally seen positive price reactions, with only one notable divergence on a non-dilutive credit facility update.

Recent Company History

Over the past months, Titan reported multiple balance sheet and growth steps. On Dec 18, 2025, it closed a US$15M institutional financing for its U.S. graphite strategy. A Dec 23, 2025 EXIM facility of US$5.5M supported Kilbourne feasibility work. On Jan 5, 2026, Titan highlighted deleveraging and a $15M equity raise. Subsequent news on an investor conference slot and launch of graphite production both saw positive reactions, framing today’s financing framework and ATM announcement against an ongoing graphite-focused growth plan.

Market Pulse Summary

The stock moved -6.5% in the session following this news. A negative reaction despite the flexible f...

Analysis

The stock moved -6.5% in the session following this news. A negative reaction despite the flexible financing framework would fit a scenario where investors focus on potential equity supply rather than growth funding. The company has previously raised equity, including a US$15M placement, and also secured non-dilutive credit, which once saw a -2.73% move. Any sharp decline could reflect concern about future issuance size and timing versus execution at the Empire State Mine and Kilbourne graphite initiatives.

Key Terms

at-the-market, equity distribution agreement, rule 415, multijurisdictional disclosure system, +2 more

6 terms

at-the-market financial

"established an “at-the-market” equity program (the “ATM Program”) under its Canadian..."

"At-the-market" is a method for companies to sell new shares of stock directly into the open market over time, rather than all at once. It allows companies to raise money gradually, similar to selling slices of a pie instead of the entire pie at once, which can help manage the sale's impact on the stock price. This approach gives investors a steady supply of shares while providing companies with flexible funding options.

equity distribution agreement financial

"pursuant to the terms of an equity distribution agreement dated January 28, 2026..."

An equity distribution agreement is a formal plan between a company and financial institutions to sell newly issued shares of the company's stock to investors over a period of time. It helps the company raise money gradually, similar to filling a container with water in stages, rather than all at once. For investors, it provides an organized way to buy shares and can influence the stock's supply and price.

rule 415 regulatory

"“at-the-market offerings” within the meaning of Rule 415 under the U.S. Securities Act of 1933..."

Rule 415 is a U.S. Securities and Exchange Commission regulation that lets a company register securities ahead of time and then offer them for sale in pieces over an extended period under a “shelf” registration, so offerings can be launched quickly when market conditions suit the issuer. For investors, it signals that management has a ready way to raise capital fast—useful for seizing opportunities but potentially dilutive to existing shareholders, like a company pre-loading a credit line it can tap as needed.

multijurisdictional disclosure system regulatory

"with the SEC under the U.S./Canada Multijurisdictional Disclosure System..."

A multijurisdictional disclosure system is a regulatory framework that lets a company file one set of official documents and have them accepted by regulators in multiple countries, rather than preparing separate filings for each place. For investors, it means faster, more consistent access to a company’s financial reports and material news across borders, reducing delays and making it easier to compare information the way a single, shared form simplifies multiple applications.

prospectus supplement regulatory

"pursuant to a prospectus supplement dated January 28, 2026 (the “Canadian Prospectus Supplement”)..."

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

at-the-market distributions financial

"transactions that are deemed to be “at-the-market distributions” as defined in National Instrument..."

Sales of newly issued shares made gradually into the open market at whatever price buyers are currently paying, typically arranged through a broker rather than a single fixed-price offering. Investors should care because these steady sales increase the number of shares outstanding and can dilute existing holders and influence supply and price—similar to a vendor adding more tickets to resale at the current box-office rate, providing flexible funding but potentially easing upward price pressure.

AI-generated analysis. Not financial advice.

GOUVERNEUR, N.Y., Jan. 29, 2026 (GLOBE NEWSWIRE) -- Titan Mining Corporation (TSX:TI, NYSE-A:TII), (“Titan” or the “Company”) today announced that it has filed a base shelf prospectus in Canada dated January 27, 2026 (the “Canadian Base Prospectus”) and a registration statement on Form F-10 (File No. 333-292602) (the “Registration Statement”) 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 US$150 million, 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 (the “ATM 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 US$50 million (or the Canadian dollar equivalent) of its common shares (the “Offered 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 (the “U.S. Securities Act”), including sales made directly on the Toronto Stock Exchange (“TSX”), the NYSE American LLC (the “NYSE American”), 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 January 28, 2026 (the “Equity Distribution Agreement”) with a syndicate of sales agents comprised of BMO Capital Markets Corp., BMO Nesbitt Burns Inc., Cantor Fitzgerald & Co., Cantor Fitzgerald Canada Corporation, H.C. Wainwright & Co. LLC and Maxim Group LLC (collectively, the “Agents”). 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 January 28, 2026 (the “Canadian Prospectus Supplement”) to the Company’s Canadian Base Prospectus (together with the Canadian Prospectus Supplement, the “Canadian 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 January 28, 2026 (the “U.S. Prospectus Supplement”) to the Company’s short form base shelf prospectus (collectively with the U.S. Prospectus Supplement, the “U.S. 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+ at www.sedarplus.ca and copies of the U.S. Prospectus and the Registration Statement are available on EDGAR at www.sec.gov. 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 Road, Brampton, Ontario L6S 6H2 via telephone at 905.791-3151, ext. 4312; and Cantor Fitzgerald Canada Corporation, Attention: Equity Capital Markets, 181 University Avenue, Suite 1500, Toronto, ON, M5H 3M7; by email 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 Street, 32nd Floor New York, New York 10036 via email at bmoprospectus@bmo.com; Cantor Fitzgerald & Co., Attention: Capital Markets, 110 East 59th Street, 6th floor, New York, New York 10022; by email at: prospectus@cantor.com; from H.C. Wainwright & Co., LLC, Attention: Prospectus Department, 430 Park Avenue, New York, NY 10022, via email at HCWprospectus@hcwco.com; and from Maxim Group LLC, Attention: Syndicate Department, or via email at syndicate@maximgrp.com or telephone at (212) 895-3500.

This news release does not constitute an offer to sell or the solicitation of an offer to buy the Offered Shares, nor shall there be any sale of these securities in any province, state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such province, state or jurisdiction.

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 a natural flake graphite producer.

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 the ATM, including expected benefits, timing, use of proceeds, terms, filing of the prospectus supplement and receiving approvals from the NYSE American and TSX. 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 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 forward-looking 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 with the SEC. 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 forward-looking 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

What financing capacity did Titan Mining (TII) establish on January 29, 2026?

Titan established a shelf and ATM framework to raise up to US$150 million over 25 months. According to the company, the shelf filing plus registration allows future capital raises and an ATM to sell up to US$50 million of common shares from treasury.

How does the Titan (TII) ATM program work and what is its limit?

The ATM permits sales of Offered Shares at prevailing market prices for up to US$50 million. According to the company, sales are at its discretion, executed via agents on TSX, NYSE American or other markets, with timing and volume set by market conditions.

What will Titan Mining (TII) use proceeds from the shelf or ATM for?

Proceeds would be used for working capital, growth initiatives and advancing the U.S. graphite strategy. According to the company, the funds are intended to strengthen the balance sheet and support expansion when market conditions warrant.

Will Titan (TII) issue shares immediately after the filing on January 29, 2026?

No, the filing does not mean shares are being issued today; it creates a flexible financing framework. According to the company, any actual issuance via the ATM or shelf will occur only at Titan’s discretion and subject to conditions.

Are there conditions or risks for Titan Mining (TII) to sell Offered Shares under the ATM?

Yes, sales depend on market conditions, listing approvals and company discretion, which may delay or limit issuance. According to the company, listing of Offered Shares on TSX and NYSE American requires satisfying applicable listing requirements.