Titan Mining (TII) files Form 40-F/A to furnish omitted consents and certifications

Rhea-AI Filing Summary

Titan Mining Corporation filed Amendment No. 1 to its Annual Report on Form 40-F to furnish consents from qualified persons that were inadvertently omitted from the original filing and to attach new CEO and CFO certifications required by Rule 12b-15. The Amendment does not change the Registrant’s financial statements and omits paragraphs 3–5 of the certifications because no financial statements are included.

The Amendment states that other disclosures in the original Form 40-F remain unchanged and that the filing should be read together with the original Annual Report and other SEC filings. The exhibit index lists multiple consents, certifications and iXBRL exhibits. Shares outstanding are stated as 91,616,438 common shares as of the close of the period covered by the annual report.

Insights

Corporate Governance Specialist

Amendment restores required consents and adds officer certifications.

The Amendment supplies previously omitted consents from qualified persons and new CEO/CFO certifications pursuant to Rule 12b-15, correcting an administrative omission. This is a remedial disclosure that aligns the filing with technical compliance requirements.

Timing and substance of operational matters are unchanged; future filings will show any material operational updates. The exhibit list documents the added consents and certifications.

Audit & Reporting Analyst

No changes to audited financial statements; audit consent is included by reference.

The Amendment confirms that no financial statements are being amended and that the auditor consent (Ernst & Young LLP) is incorporated by reference. Paragraphs of SOX certifications that rely on included financial statements were omitted appropriately.

Because the audited results are unchanged, this Amendment primarily addresses filing completeness rather than substantive accounting changes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 03/27/2026 - 04:54 PM Learn about SEC filing dates

FAQ

What does Titan Mining's Form 40-F/A (TII) amend?

It adds consents from qualified persons and files new CEO and CFO certifications pursuant to Rule 12b-15. The Amendment corrects omitted exhibits and does not amend the company’s financial statements or other disclosures in the original Form 40-F.

Does the Amendment change Titan Mining’s audited financial statements?

No. The Amendment explicitly states that no financial statements are included or changed. The audited consolidated financial statements remain as filed in the original Form 40-F.

Which officer certifications are attached in the amendment?

New certifications by the Registrant’s Principal Executive Officer and Principal Financial Officer are filed as exhibits pursuant to Rule 13a-14(a) or 15d-14(a). Paragraphs 3–5 were omitted because no financial statements are included in the Amendment.

Are auditor consents included in the Form 40-F/A for TII?

Yes. The exhibit index incorporates the consent of the Independent Registered Public Accounting Firm, Ernst & Young LLP, by reference to the corresponding exhibit in the Original Form 40-F.

How many common shares does Titan Mining report outstanding in the filing?

The filing states the number of outstanding common shares as 91,616,438 common shares as of the close of the period covered by the annual report.

Yes Yes true FY 0001791703 00000 0001791703 2025-01-01 2025-12-31 0001791703 2025-12-31 0001791703 dei:BusinessContactMember 2025-01-01 2025-12-31 xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 40-F/A

(Amendment No. 1)

☐  REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒  ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended:  December 31, 2025 Commission File Number:  001-42955

Titan Mining Corporation

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English (if applicable))

British Columbia, Canada

(Province or other jurisdiction of incorporation or organization)

1040

(Primary Standard Industrial Classification Code Number (if applicable))

Not Applicable

(I.R.S. Employer Identification Number (if applicable))

Suite 555, 999 Canada Place

Vancouver, British Columbia, Canada V6C 3E1

(604) 687-1717

(Address and telephone number of Registrant’s principal executive offices)

Cogency Global Inc.

122 E. 42^nd Street, 18^th Floor

New York, New York 10168

(800) 221-0102

(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class		Ticker Symbol(s)		Name of each exchange on which registered
Common Shares, no par value		TII		NYSE American LLC

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

(Title of Class)

For annual reports, indicate by check mark the information filed with this Form:

☒  Annual information form  ☒  Audited annual financial statements

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 91,616,438 common shares.

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

YES  ☒ NO  ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).

YES  ☒ NO  ☐

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company  ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards^† provided pursuant to Section 13(a) of the Exchange Act.  ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the Registrant included in the filing reflect the correction of an error to previously issued financial statements.  ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the Registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).  ☐

Auditor Firm Id:		Auditor Name:		Auditor Location:
01263		Ernst & Young LLP		Vancouver, British Columbia, Canada

Titan Mining Corporation

EXPLANATORY NOTE

This Amendment No. 1 (the “Amendment”) on Form 40-F/A to the Annual Report on Form 40-F of Titan Mining Corporation (the “Registrant”) for the year ended December 31, 2025 amends the Registrant’s original Annual Report on Form 40-F (the “Original Form 40-F”) that was initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 19, 2026. This Amendment is being filed to file consents from certain qualified persons, which were inadvertently omitted in the Original Form 40-F.

In addition, as required by Rule 12b-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Registrant’s Principal Executive Officer and Principal Financial Officer are filed herewith as exhibits to this Amendment, in the Exhibit List attached hereto, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to the Registrant’s disclosure controls and procedures as defined in Rule 13a-15(e) or 15d-15(e) of the Exchange Act or the Registrant’s internal control over financial reporting as defined in Rule 13a-15(f) or 15d-15(f) of the Exchange Act, paragraphs 3, 4 and 5 of the certifications have been omitted. The Registrant is also not including new certifications under Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) (Section 906 of the Sarbanes-Oxley Act of 2002), as no financial statements are being filed with this Amendment.

Other than as expressly set forth herein, this Amendment does not, and does not purport to, amend, update or restate the information in the Original Form 40-F or reflect any events that have occurred after the Original Form 40-F was made. Information not affected by this Amendment remains unchanged and reflects the disclosures made at the time at which the Original Form 40-F was made. No changes have been made to the financial statements of the Registrant as contained in the Original Form 40-F. Accordingly, this Amendment should be read together with the Original Form 40-F and the Registrant’s other filings with the SEC.

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EXHIBIT INDEX

Exhibit No.		Title of Exhibit
97.1		Titan Mining Corporation Clawback Policy (incorporated by reference to Exhibit 97.1 to the Original Form 40-F)
99.1		Annual Information Form of the Registrant for the year ended December 31, 2025 (incorporated by reference to Exhibit 99.1 to the Original Form 40-F)
99.2		Audited Consolidated Financial Statements of the Registrant for the years ended December 31, 2025 and 2024, together with the report of the Independent Registered Public Accounting Firm thereon (incorporated by reference to Exhibit 99.2 to the Original Form 40-F)
99.3		Management’s Discussion and Analysis of the Registrant for the year ended December 31, 2025 (incorporated by reference to Exhibit 99.3 to the Original Form 40-F)
99.4		Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the United States Securities Exchange Act of 1934
99.5		Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the United States Securities Exchange Act of 1934
99.6		Consent of Independent Registered Public Accounting Firm – Ernst & Young LLP (PCAOB ID: 42) (incorporated by reference to Exhibit 99.8 to the Original Form 40-F)
99.7		Consent of Bahareh Asi, P.Eng.
99.8		Consent of David Willock, P.Eng.
99.9		Consent of Derick de Wit, FAusIMM
99.10		Consent of Steven M. Trader, PG, CPG
99.11		Consent of Todd McCracken, P.Geo
99.12		Consent of Deepak Malhotra, P.Eng.
99.13		Consent of Oliver Peters, P.Eng., MBA
99.14		Consent of Donald R. Taylor, MSc., PG
101.INS		Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline eXtensible Business Reporting Language (iXBRL) and contained in Exhibit 101).

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SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized.

	Titan Mining Corporation
	By:	/s/ Rita Adiani
		Name:	Rita Adiani
		Title:	President and Chief Executive Officer
Date: March 27, 2026

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