Titan Mining posts $2.8M net loss in Q3 2026
Titan linked revenue growth mainly to higher provisional zinc prices, while reporting net losses in both periods and lower nine-month operating cash generation.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Titan Mining Corporation (TII) reported results for the three and nine months ended September 30, 2026. Third-quarter revenue was $22.640 million, versus $16.775 million in 2025, while the company recorded a net loss of $2.795 million, compared with $80,000 net income. Average provisional zinc price was $1.74 per pound versus $1.29, while payable zinc sold was 13.73 million pounds versus 13.81 million. Adjusted EBITDA was $6.166 million, compared with $2.926 million.
For the nine months, revenue was $67.940 million versus $49.134 million, while the net loss was $10.758 million versus $973,000 net income. Net cash generated by operating activities was $1.690 million versus $7.045 million. Payable zinc production was 45.33 million pounds versus 45.52 million. Titan reported $28.6 million of available liquidity at September 30, 2026, compliance with all EXIM Facility financial covenants, and the Kilbourne feasibility study on track for completion in early 2027; a final investment decision was expected by the end of 2027.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointQ3 revenue reached $22.640 million, versus $16.775 million in 2025.
- Moderate pointQ3 adjusted EBITDA was $6.166 million, versus $2.926 million in 2025.
Negative
- Moderate pointQ3 net result was a $2.795 million loss, versus $80,000 income.
- Moderate pointNine-month net result was a $10.758 million loss, versus $973,000 income.
- Moderate pointNine-month operating cash generation was $1.690 million, versus $7.045 million.
Filing Explained
The completed share issuances have increased the common-share count; further warrant shares remain dependent on exercise.
This Form 6-K furnishes Titan’s unaudited interim results for the three and nine months ended
The conversion also left 3,333,333 Class A warrants and 3,333,333 Class B warrants outstanding, exercisable for common shares at
Key Figures
Key Terms
Adjusted EBITDA financial
provisional pricing adjustments financial
C1 cash cost financial
AISC financial
Level 3 financial instrument financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What was Titan Mining (TII)'s revenue in Q3 2026?
Did Titan Mining (TII) make a profit in Q3 2026?
When does Titan Mining expect to complete the Kilbourne feasibility study?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of November 2026
Commission File Number 001- 42955
Titan Mining Corporation
(Translation of registrant’s name into English)
408 Sylvia Lake Rd
Gouverneur, New York
NY 13642
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40F:
Form 20-F ☐ Form 40-F ☒
The following documents are being submitted herewith:
| Exhibit | Description | |
| 99.1 | Condensed Consolidated Interim Financial Statements for the three and nine months ended September 30, 2026 and 2025 | |
| 99.2 | Management’s Discussion and Analysis for the three and nine months ended September 30, 2026 and 2025 | |
| 99.3 | CEO Certification of Interim Filings dated November 10, 2026 | |
| 99.4 | CFO Certification of Interim Filings dated November 10, 2026 |
| 1 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Titan Mining Corporation | ||
| (Registrant) | ||
| Date: November 10, 2026 | By: | /s/ Purni Parikh |
| Name: | Purni Parikh | |
| Title: | SVP Corporate Affairs and Corporate Secretary | |
| 2 |
Exhibit 99.1

TITAN MINING CORPORATION
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 2026 AND 2025
(Unaudited)
TITAN MINING CORPORATION
Condensed Consolidated Interim Statements of Financial Position
(Expressed in thousands of US Dollars - Unaudited)
| Notes | September
30, 2026 | December
31, 2025 | ||||||||
| Assets | ||||||||||
| Current assets | ||||||||||
| Cash and cash equivalents | $ | 16,824 | $ | 17,484 | ||||||
| Trade and other receivables | 8 | 5,203 | 4,467 | |||||||
| Inventories | 9 | 11,855 | 10,008 | |||||||
| Prepaids and deposits | 10 | 2,689 | 2,938 | |||||||
| Other current assets | 12 | 4,785 | - | |||||||
| 41,356 | 34,897 | |||||||||
| Non-current assets | ||||||||||
| Mineral properties, plant and equipment | 11 | 40,604 | 38,990 | |||||||
| Right-of-use assets | 118 | 215 | ||||||||
| Other assets | 12 | 866 | 866 | |||||||
| Total assets | $ | 82,944 | $ | 74,968 | ||||||
| Liabilities | ||||||||||
| Current liabilities | ||||||||||
| Accounts payable and accrued liabilities | $ | 9,031 | $ | 7,233 | ||||||
| Lease liabilities | 110 | 114 | ||||||||
| Debt | 13a | 1,910 | 6,332 | |||||||
| Related party loans | 13b | 7,504 | 17,055 | |||||||
| Derivative financial instrument – warrants | 17b | 4,446 | - | |||||||
| Current liabilities before derivative financial instrument | 23,001 | 30,734 | ||||||||
| Derivative financial instrument - special warrants | 17b | - | 20,717 | |||||||
| Total current liabilities | 23,001 | 51,451 | ||||||||
| Non-current liabilities | ||||||||||
| Lease liabilities | 19 | 113 | ||||||||
| Debt | 13a | 9,485 | 2,777 | |||||||
| Related party loans | 13b | 9,573 | - | |||||||
| Reclamation and remediation provision | 16 | 16,819 | 16,843 | |||||||
| Total liabilities | 58,897 | 71,184 | ||||||||
| Shareholders’ equity | ||||||||||
| Equity attributable to shareholders of the Company | ||||||||||
| Share capital | 17 | 90,568 | 60,548 | |||||||
| Reserves | 6,094 | 5,093 | ||||||||
| Deficit | (72,615 | ) | (61,857 | ) | ||||||
| Total equity | 24,047 | 3,784 | ||||||||
| Total liabilities and shareholders’ equity | $ | 82,944 | $ | 74,968 | ||||||
Nature of operations (Note 1)
Approved by the Board on November 10, 2026:
| “Lenard Boggio” , Audit Committee Chair | “Rita Adiani” , Director |
The notes form an integral part of these consolidated financial statements.
| Page 2 |
TITAN MINING CORPORATION
Condensed Consolidated Interim Statements of Income (Loss) and Other Comprehensive Income (Loss)
(Expressed in thousands of US Dollars, except per share amounts - Unaudited)
| Three
months ended September 30, | Nine
months ended September 30, | |||||||||||||||||
| Notes | 2026 | 2025 | 2026 | 2025 | ||||||||||||||
| Revenue | 5 | $ | 22,640 | $ | 16,775 | $ | 67,940 | $ | 49,134 | |||||||||
| Cost of Sales | 6 | (14,967 | ) | (13,258 | ) | (43,255 | ) | (41,181 | ) | |||||||||
| Income from mine operations | 7,673 | 3,517 | 24,685 | 7,953 | ||||||||||||||
| General and administration expenses | 7a | (1,757 | ) | (1,129 | ) | (6,500 | ) | (2,957 | ) | |||||||||
| Exploration and evaluation expenses | 7b | (1,084 | ) | (786 | ) | (2,553 | ) | (1,708 | ) | |||||||||
| Graphite project expenses | 7c | (734 | ) | (880 | ) | (2,510 | ) | (880 | ) | |||||||||
| Graphite feasibility study | 7d | (4,436 | ) | - | (9,727 | ) | - | |||||||||||
| Germanium project expenses | 7e | (18 | ) | - | (18 | ) | - | |||||||||||
| Interest and other finance expenses | 15 | (523 | ) | (723 | ) | (1,555 | ) | (1,998 | ) | |||||||||
| Accretion expense | 16 | (96 | ) | (83 | ) | (263 | ) | (252 | ) | |||||||||
| Interest income | 96 | 73 | 285 | 277 | ||||||||||||||
| Foreign exchange gain (loss) | (812 | ) | 15 | (366 | ) | 72 | ||||||||||||
| Other income (expense) | (263 | ) | 92 | (218 | ) | 144 | ||||||||||||
| Gain (loss) on loan modification | - | (16 | ) | - | 322 | |||||||||||||
| Loss on derivative financial instrument | 17b | (1,103 | ) | - | (11,596 | ) | - | |||||||||||
| (10,730 | ) | (3,437 | ) | (35,021 | ) | (6,980 | ) | |||||||||||
| Net income (loss) before tax | (3,057 | ) | 80 | (10,336 | ) | 973 | ||||||||||||
| Current tax recovery (expense) | 262 | - | (422 | ) | - | |||||||||||||
| Net income (loss) | $ | (2,795 | ) | 80 | (10,758 | ) | 973 | |||||||||||
| Items that may be reclassified to profit or loss | ||||||||||||||||||
| Unrealized gain (loss) on translation to reporting currency | 803 | 6 | 372 | (67 | ) | |||||||||||||
| Comprehensive income (loss) | $ | (1,992 | ) | 86 | $ | (10,386 | ) | $ | 906 | |||||||||
| Earnings (loss) per share | ||||||||||||||||||
| Basic (1) | $ | (0.03 | ) | $ | 0.00 | $ | (0.11 | ) | $ | 0.01 | ||||||||
| Diluted (1) | $ | (0.03 | ) | $ | 0.00 | $ | (0.11 | ) | $ | 0.01 | ||||||||
Weighted average shares outstanding (in ’000) Basic (1) | 98,994 | 91,098 | 97,047 | 90,974 | ||||||||||||||
| Diluted (1) | 98,994 | 103,266 | 97,047 | 103,142 | ||||||||||||||
| (1) | Share amounts and earnings per share have been adjusted to reflect the effect of the 1.5:1 share consolidation that took place on November 3, 2025, unless otherwise noted |
The notes form an integral part of these consolidated financial statements.
| Page 3 |
TITAN MINING CORPORATION
Condensed Consolidated Interim Statements of Changes in Equity
(Expressed in thousands of US Dollars - Unaudited)
| Share capital | Reserves | |||||||||||||||||||||||||||||||
| Notes | Number (1) (’000s) | Amount | Share options and warrants | Currency translation adjustment | Total | Deficit | Total
equity | |||||||||||||||||||||||||
| Balance, January 1, 2026 | 91,616 | $ | 60,548 | $ | 10,463 | $ | (5,370 | ) | $ | 5,093 | $ | (61,857 | ) | $ | 3,784 | |||||||||||||||||
| Share based compensation | 17c | - | - | 733 | - | 733 | - | 733 | ||||||||||||||||||||||||
| Options exercised | 225 | 179 | (104 | ) | - | (104 | ) | - | 75 | |||||||||||||||||||||||
| Issuance of shares – ATM program net of issuance costs | 17a | 520 | 1,974 | - | - | - | - | 1,974 | ||||||||||||||||||||||||
| Special warrant exercised | 17b | 6,667 | 27,867 | - | - | - | - | 27,867 | ||||||||||||||||||||||||
| Comprehensive income (loss) | - | - | - | 372 | 372 | (10,758 | ) | (10,386 | ) | |||||||||||||||||||||||
| Balance, September 30, 2026 | 99,028 | $ | 90,568 | $ | 11,092 | $ | (4,998 | ) | $ | 6,094 | $ | (72,615 | ) | $ | 24,047 | |||||||||||||||||
| Balance, January 1, 2025 | 90,911 | 59,813 | 10,253 | (5,282 | ) | 4,971 | (61,781 | ) | 3,003 | |||||||||||||||||||||||
| Share based compensation | - | - | 456 | - | 456 | - | 456 | |||||||||||||||||||||||||
| Options exercised | 579 | 627 | (384 | ) | - | (384 | ) | - | 243 | |||||||||||||||||||||||
| Comprehensive income (loss) | - | - | - | (67 | ) | (67 | ) | 973 | 906 | |||||||||||||||||||||||
| Balance, September 30, 2025 | 91,490 | $ | 60,440 | $ | 10,325 | $ | (5,349 | ) | $ | 4,976 | $ | (60,808 | ) | $ | 4,608 | |||||||||||||||||
| (1) | Share and per share amounts have been adjusted to reflect the effect of the 1.5:1 share consolidation that took place on November 3, 2025, unless otherwise noted |
The notes form an integral part of these consolidated financial statements.
| Page 4 |
TITAN MINING CORPORATION
Condensed Consolidated Interim Statement of Cash Flows
(Expressed in thousands of US dollars - Unaudited)
| Three
months ended September 30, | Nine
months ended September 30, | |||||||||||||||||
| Notes | 2026 | 2025 | 2026 | 2025 | ||||||||||||||
| Operating activities | ||||||||||||||||||
| Net income (loss) for the period before tax | $ | (3,057 | ) | $ | 80 | $ | (10,336 | ) | $ | 973 | ||||||||
| Accretion expense | 16 | 96 | 83 | 263 | 252 | |||||||||||||
| Amortization of borrowing costs | - | (11 | ) | - | 72 | |||||||||||||
| Depreciation
and depletion of mineral property, plant and equipment | 11 | 1,278 | 1,037 | 3,571 | 4,084 | |||||||||||||
| Depreciation of right-of-use assets | 34 | 23 | 74 | 59 | ||||||||||||||
| Gain on loan modification | 13b | - | 16 | - | (322 | ) | ||||||||||||
| Loss (gain) on fair value of derivative financial instrument | 17b | 1,103 | - | 11,596 | - | |||||||||||||
| Interest and accretion on debt | 13a,b | 524 | 659 | 1,556 | 1,681 | |||||||||||||
| Interest expense on lease liabilities | 4 | 5 | 13 | 13 | ||||||||||||||
| Stock-based compensation | 17c | 285 | 252 | 733 | 457 | |||||||||||||
| Unrealized foreign exchange gain (loss) | 795 | 3 | 374 | (69 | ) | |||||||||||||
| 1,062 | 2,147 | 7,844 | 7,200 | |||||||||||||||
| Changes in non-cash working capital | ||||||||||||||||||
| Trade and other receivables | 8 | 2,922 | 301 | (736 | ) | 476 | ||||||||||||
| Inventories | 9 | 331 | (3 | ) | (1,612 | ) | (1,499 | ) | ||||||||||
| Prepaids and deposits | 10 | 46 | - | 88 | - | |||||||||||||
| Other current assets | 12 | (1,274 | ) | 152 | (4,785 | ) | (1,244 | ) | ||||||||||
| Accounts payable and accrued liabilities | 387 | 2,426 | 891 | 2,112 | ||||||||||||||
| Net cash generated by operating activities | 3,474 | 5,023 | 1,690 | 7,045 | ||||||||||||||
| Financing activities | ||||||||||||||||||
| Advances from credit agreement with EXIM | 3,062 | 1,658 | 3,940 | 1,658 | ||||||||||||||
| Debt interest payments | 13a,b | (496 | ) | (619 | ) | (1,463 | ) | (1,523 | ) | |||||||||
| Payment of lease liabilities | (35 | ) | (24 | ) | (96 | ) | (64 | ) | ||||||||||
| Repayment of equipment facility | 13a | (544 | ) | (942 | ) | (1,451 | ) | (942 | ) | |||||||||
| Net proceeds from sale of shares – ATM program | 17a | (65 | ) | - | 1,974 | - | ||||||||||||
| Proceeds from options exercised | 17c | - | 243 | 75 | 243 | |||||||||||||
| Advances from development agencies | 13a | - | - | - | 2,000 | |||||||||||||
| Repayment of loans from development agencies | 13a | (41 | ) | - | (111 | ) | - | |||||||||||
| Payment of transaction costs | 13a | - | (18 | ) | - | - | ||||||||||||
| Advance on equipment facility | 13a | - | 1,291 | - | 4,732 | |||||||||||||
| Repayment of related party promissory note | - | (5,000 | ) | - | (5,000 | ) | ||||||||||||
| Repayment of credit facility | 13a | - | - | - | (5,000 | ) | ||||||||||||
| Net cash generated (used) by financing activities | 1,881 | (3,411 | ) | 2,868 | (3,896 | ) | ||||||||||||
| Investing activities | ||||||||||||||||||
| Additions to mineral properties, plant and equipment | 11 | (1,833 | ) | (5,469 | ) | (5,218 | ) | (9,027 | ) | |||||||||
| Net cash used by investing activities | (1,833 | ) | (5,469 | ) | (5,218 | ) | (9,027 | ) | ||||||||||
| Effect of foreign exchange on cash and cash equivalents | - | - | - | - | ||||||||||||||
| Increase (decrease) in cash and cash equivalents | 3,522 | (3,857 | ) | (660 | ) | (5,878 | ) | |||||||||||
| Cash and cash equivalents, beginning of period | 13,302 | 8,142 | 17,484 | 10,163 | ||||||||||||||
| Cash and cash equivalents, end of period | $ | 16,824 | $ | 4,285 | $ | 16,824 | $ | 4,285 | ||||||||||
The notes form an integral part of these consolidated financial statements.
| Page 5 |
TITAN MINING CORPORATION
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Nine Months ended September 30, 2026 and 2025
(Expressed in thousands of US Dollars, unless otherwise indicated - Unaudited)
| 1. | NATURE OF OPERATIONS |
Titan Mining Corporation (“Titan” or the “Company”) was incorporated on October 15, 2012 under the laws of British Columbia and is a natural resources company engaged in the acquisition, exploration and development of mineral properties, and ultimately the production and sale of zinc concentrate and natural flake graphite. The Company holds a 100% indirect ownership interest in the Empire State Mines in Northern New York State, United States.
The Company’s common shares are listed on the Toronto Stock Exchange trading under the symbol “TI.TO” and on the NYSE American, trading under the symbol “TII”.
| 2. | BASIS OF PRESENTATION |
| a) | Overview |
The Company prepares its annual financial statements in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). These unaudited condensed consolidated interim financial statements (“Interim Financial Statements”) have been prepared in accordance with IAS 34, Interim Financial Reporting (“IAS 34”). Certain comparatives have been reclassified for comparability with the current presentation.
| b) | Basis of presentation |
These Interim Financial Statements do not include all of the information required for full IFRS financial statements and therefore should be read in conjunction with the Company’s most recent audited consolidated financial statements for the year ended December 31, 2025 (the “Annual Financial Statements”).
These unaudited condensed consolidated interim financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of operations.
The accounting policies and methods of application used in the preparation of these Interim Financial Statements are the same as those applied in the Company’s Annual Financial Statements.
| 3. | ADOPTION OF NEW ACCOUNTING STANDARDS AND STANDARDS ISSUED BUT NOT YET ADOPTED |
| a) | Adoption of new standards |
Amendments to IFRS 9, Financial instruments, and IFRS 7, Financial instruments: Disclosures
In May 2024, the IASB issued amendments to update the classification and measurement requirements in IFRS 9 and related disclosure requirements in IFRS 7 as follows:
| ● | Clarified the recognition and derecognition date of certain financial assets and liabilities and amended the requirements related to settling financial liabilities using an electronic payment system. | |
| ● | Clarified how to assess the contractual cash flow characteristics of financial assets in determining whether they meet the solely payments of principal and interest criteria. | |
| ● | New disclosures for certain instruments with contractual terms that can change cash flows (including instruments with features linked to environmental, social and corporate governance targets). | |
| ● | Additional disclosure requirements for financial instruments with contingent features that do not relate directly to basic lending risks and costs. |
| Page 6 |
TITAN MINING CORPORATION
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Nine Months ended September 30, 2026 and 2025
(Expressed in thousands of US Dollars, unless otherwise indicated - Unaudited)
| 3. | ADOPTION OF NEW ACCOUNTING STANDARDS AND STANDARDS ISSUED BUT NOT YET ADOPTED (continued) |
| ● | Amended disclosures relating to equity instruments designated at fair value through other comprehensive income. |
Effective January 1, 2026, the Company adopted the amendments to IFRS 9, Financial Instruments, and IFRS 7, Financial Instruments: Disclosures. The adoption of these amendments did not have a material impact on the Company’s unaudited condensed consolidated interim financial statements.
| b) | Standards issued but not yet adopted |
IFRS 18, Presentation and disclosure in financial statements
In April 2024, the International Accounting Standards Board issued IFRS 18, Presentation and Disclosure in Financial Statements (“IFRS 18”), which will replace IAS 1, Presentation of Financial Statements. IFRS 18 introduces a specified structure for the statement of income by requiring income and expenses to be classified into three new defined categories (operating, investing and financing), in addition to income taxes and discontinued operations categories, and by requiring the presentation of certain defined totals and subtotals. Where company-specific measures related to the statement of income are provided (“management-defined performance measures”), such as certain non-GAAP measures, IFRS 18 requires additional disclosure about those management-defined performance measures in the financial statements. IFRS 18 also provides additional guidance on the principles of aggregation and disaggregation which apply to the primary financial statements and the notes. IFRS 18 does not affect the recognition and measurement of items in the financial statements, nor does it affect which items are classified in other comprehensive income and how these items are classified.
IFRS 18 is effective for annual reporting periods beginning on or after January 1, 2027, with earlier application permitted, and is applied retrospectively, with comparative information restated. IFRS 18 also introduces consequential amendments to IAS 34, Interim Financial Reporting, and IAS 7, Statement of Cash Flows. The Company has not early adopted IFRS 18 and will apply it for the first time in its condensed interim consolidated financial statements for the three months ending March 31, 2027. In those condensed interim consolidated financial statements, the Company will be required to present the subtotals required by IFRS 18, and to disclose, for the comparative periods, a reconciliation of each line item in the statement of income between the amounts restated under IFRS 18 and the amounts previously reported under IAS 1.
The Company is in the process of assessing the impact of IFRS 18 on its consolidated financial statements. Based on the assessment performed to date, the Company expects the adoption of IFRS 18 to result in the following changes:
| ● | Statement of income (loss) and comprehensive income (loss): Income and expense items, including foreign exchange gains and losses and gains and losses on derivatives, will be classified into the operating, investing, financing and income taxes categories. Foreign exchange differences and gains and losses on derivatives will be classified in the same category as the items to which they relate, which may differ from their current presentation. In addition, two new subtotals will be presented: operating income and income before financing and income taxes. Operating income may differ from the income from operations currently reported by the Company due to the revised classification requirements. The adoption of IFRS 18 is not expected to affect the Company’s net income. | |
| ● | Statement of cash flows: Operating income will replace net income (loss) for the period before tax as the starting point for determining cash flows from operating activities under the indirect method. In addition, the choices currently available for classifying interest will be removed. |
| Page 7 |
TITAN MINING CORPORATION
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Nine Months ended September 30, 2026 and 2025
(Expressed in thousands of US Dollars, unless otherwise indicated - Unaudited)
| 3. | ADOPTION OF NEW ACCOUNTING STANDARDS AND STANDARDS ISSUED BUT NOT YET ADOPTED (continued) |
| ● | Notes to the consolidated financial statements: Additional disclosures will be required for management-defined performance measures (“MPMs”), including a reconciliation for each MPM to the most directly comparable subtotal specified by IFRS Accounting Standards and the income tax effects of each reconciling item. As a result of the amendments to IAS 34, these disclosures will also be required in the Company’s condensed interim consolidated financial statements. Based on its preliminary assessment, the Company has identified two measures that may qualify as MPMs: EBITDA and Adjusted EBITDA. | |
| ● | Aggregation and disaggregation: The Company is assessing whether the enhanced aggregation and disaggregation requirements will result in changes to the line items presented in its primary financial statements and to the level of detail disclosed in the notes, including for operating expenses presented by function. |
The Company will continue to assess the effects of IFRS 18, including the classification of income and expenses, the identification of MPMs and the related changes to its systems, processes and internal controls, and will update its assessment as it progresses toward implementation.
| 4. | CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS |
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses, during the reporting period. Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable in the circumstances. Uncertainty about these judgments, estimates and assumptions could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in future periods.
The Company’s interim results are not necessarily indicative of its results for a full year. The significant accounting policy judgments and areas of estimation uncertainty that applied in the preparation of these Interim Financial Statements are consistent with those applied and disclosed in Note 5 of the Annual Financial Statements.
| 5. | REVENUE |
| Three
months ended September 30, | Nine
months ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Zinc concentrate sales | $ | 23,945 | $ | 17,762 | $ | 71,440 | $ | 57,028 | ||||||||
| Zinc concentrate provisional pricing adjustments – prior year | - | - | 586 | (2,325 | ) | |||||||||||
| Zinc concentrate provisional pricing adjustments – current year | 589 | 765 | 1,590 | (181 | ) | |||||||||||
| Smelting and refining charges | (1,894 | ) | (1,752 | ) | (5,676 | ) | (5,388 | ) | ||||||||
| Revenue | $ | 22,640 | $ | 16,775 | $ | 67,940 | $ | 49,134 | ||||||||
Zinc concentrate sales include provisional and final pricing adjustments which represent revenue recognized in the current period relating to performance obligations satisfied in prior periods.
| Page 8 |
TITAN MINING CORPORATION
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Nine Months ended September 30, 2026 and 2025
(Expressed in thousands of US Dollars, unless otherwise indicated - Unaudited)
| 6. | COST OF SALES |
| Three
months ended September 30, | Nine
months ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Operating expenses | $ | 12,895 | $ | 11,376 | $ | 37,240 | $ | 34,360 | ||||||||
| Transportation costs | 834 | 845 | 2,760 | 2,756 | ||||||||||||
| Depreciation | 1,278 | 1,037 | 3,571 | 4,084 | ||||||||||||
| Change in inventory | (40 | ) | - | (316 | ) | (19 | ) | |||||||||
| Cost of sales | $ | 14,967 | $ | 13,258 | $ | 43,255 | $ | 41,181 | ||||||||
| 7. | OTHER OPERATING EXPENSES |
| a) | General and administration expenses |
| Three
months ended September 30, | Nine
months ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Salaries and benefits | $ | 631 | $ | 507 | $ | 1,922 | $ | 1,487 | ||||||||
| Share-based compensation | 215 | 232 | 535 | 419 | ||||||||||||
| Office and administration | 447 | 145 | 1,568 | 528 | ||||||||||||
| Professional fees | 394 | 213 | 1,928 | 514 | ||||||||||||
| Other expenses | 70 | 32 | 547 | 9 | ||||||||||||
| $ | 1,757 | $ | 1,129 | $ | 6,500 | $ | 2,957 | |||||||||
| b) | Exploration and evaluation expenses |
| Three
months ended September 30, | Nine
months ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Salaries and benefits | $ | 199 | $ | 176 | $ | 597 | $ | 508 | ||||||||
| Assay and analyses | 64 | 63 | 158 | 138 | ||||||||||||
| Contractor and consultants | 742 | 452 | 1,550 | 858 | ||||||||||||
| Supplies | 22 | 38 | 66 | 83 | ||||||||||||
| Other | 57 | 57 | 182 | 121 | ||||||||||||
| $ | 1,084 | $ | 786 | $ | 2,553 | $ | 1,708 | |||||||||
| Page 9 |
TITAN MINING CORPORATION
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Nine Months ended September 30, 2026 and 2025
(Expressed in thousands of US Dollars, unless otherwise indicated - Unaudited)
| 7. | OTHER OPERATING EXPENSES (continued) |
| c) | Graphite project expenses |
| Three
months ended September 30, | Nine
months ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Salaries and benefits | $ | 271 | $ | - | $ | 773 | $ | - | ||||||||
| Assay and analyses | - | - | 9 | - | ||||||||||||
| Contractor and consultants | 208 | 862 | 1,143 | 862 | ||||||||||||
| Supplies | 224 | 11 | 498 | 11 | ||||||||||||
| Other | 31 | 7 | 87 | 7 | ||||||||||||
| $ | 734 | $ | 880 | $ | 2,510 | $ | 880 | |||||||||
Graphite project expenses primarily relate to costs incurred in advancing and operating the Company’s graphite demonstration facility.
| d) | Graphite feasibility study |
| Three
months ended September 30, | Nine
months ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Resource drilling | $ | 17 | - | $ | 717 | $ | - | |||||||||
| Geotechnical and hydrogeology drilling and modeling | 763 | - | 1,689 | - | ||||||||||||
| Metallurgical test work | 52 | - | 52 | - | ||||||||||||
| Permitting | 783 | - | 1,194 | - | ||||||||||||
| Engineering studies | 2,821 | - | 6,075 | - | ||||||||||||
| $ | 4,436 | $ | - | $ | 9,727 | $ | - | |||||||||
Graphite feasibility study expenses include all drilling, metallurgical test work, permitting, engineering and other work required to complete the feasibility study and determine the project’s technical feasibility and commercial viability.
| e) | Germanium project expenses |
| Three
months ended September 30, | Nine
months ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Contractor and consultants | $ | 6 | $ | - | $ | 6 | $ | - | ||||||||
| Supplies | 12 | - | 12 | - | ||||||||||||
| $ | 18 | $ | - | $ | 18 | $ | - | |||||||||
| Page 10 |
TITAN MINING CORPORATION
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Nine Months ended September 30, 2026 and 2025
(Expressed in thousands of US Dollars, unless otherwise indicated - Unaudited)
| 8. | TRADE AND OTHER RECEIVABLES |
| As at September 30, | As at December 30, | |||||||
| 2026 | 2025 | |||||||
| Trade receivables | $ | 5,139 | $ | 4,417 | ||||
| GST receivable | 64 | 32 | ||||||
| Other | - | 18 | ||||||
| $ | 5,203 | $ | 4,467 | |||||
| 9. | INVENTORIES |
| As at September 30, | As at December 31, | |||||||
| 2026 | 2025 | |||||||
| Ore in stockpiles | $ | 122 | $ | 67 | ||||
| Concentrate stockpiles | 291 | 30 | ||||||
| Materials and supplies | 11,442 | 9,911 | ||||||
| $ | 11,855 | $ | 10,008 | |||||
| 10. | PREPAID AND DEPOSITS |
| As at September 30, | As at December 31, | |||||||
| 2026 | 2025 | |||||||
| Insurance | $ | 731 | $ | 1,144 | ||||
| Debt issuance cost | 496 | 599 | ||||||
| Advances to suppliers | 1,403 | 1,115 | ||||||
| Other prepaids | 59 | 80 | ||||||
| $ | 2,689 | $ | 2,938 | |||||
Advances to suppliers include $nil (December 31, 2025 - $799) related to the acquisition of property, plant and equipment, and $384 (December 31, 2025 - $nil) for services associated with the Company’s feasibility study.
| Page 11 |
TITAN MINING CORPORATION
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Nine Months ended September 30, 2026 and 2025
(Expressed in thousands of US Dollars, unless otherwise indicated - Unaudited)
| 11. | MINERAL PROPERTIES, PLANT AND EQUIPMENT |
| Mineral properties | Plant and equipment | Land | Construction in progress | Total | ||||||||||||||||
| Cost | ||||||||||||||||||||
| As at January 1, 2025 | $ | 50,020 | $ | 41,382 | $ | 1,135 | $ | 960 | $ | 93,497 | ||||||||||
| Additions | - | - | 6 | 12,732 | 12,738 | |||||||||||||||
| Transfer to plant and equipment | - | 4,320 | - | (4,320 | ) | - | ||||||||||||||
| Write-down of plant and equipment | - | (224 | ) | - | - | (224 | ) | |||||||||||||
| Change in reclamation and remediation provision | - | 1,069 | - | - | 1,069 | |||||||||||||||
| As at December 31, 2025 | $ | 50,020 | $ | 46,547 | $ | 1,141 | $ | 9,372 | $ | 107,080 | ||||||||||
| Additions | - | 902 | 172 | 4,398 | 5,472 | |||||||||||||||
| Transfer to plant and equipment and mineral property | 932 | 9,138 | - | (10,070 | ) | - | ||||||||||||||
| Write-down of plant and equipment | - | (673 | ) | - | - | (673 | ) | |||||||||||||
| Change in reclamation and remediation provision | - | (287 | ) | - | - | (287 | ) | |||||||||||||
| As at September 30, 2026 | $ | 50,952 | $ | 55,627 | $ | 1,313 | $ | 3,700 | $ | 111,592 | ||||||||||
| Mineral properties | Plant and equipment | Land | Construction in progress | Total | ||||||||||||||||
| Accumulated depreciation | ||||||||||||||||||||
| As at January 1, 2025 | $ | 29,558 | $ | 33,636 | $ | - | $ | - | $ | 63,194 | ||||||||||
| Depreciation and depletion | 1,719 | 3,401 | - | - | 5,120 | |||||||||||||||
| Write-down of plant and equipment | - | (224 | ) | - | - | (224 | ) | |||||||||||||
| As at December 31, 2025 | $ | 31,277 | $ | 36,813 | $ | - | $ | - | $ | 68,090 | ||||||||||
| Depreciation and depletion | 1,290 | 2,281 | - | - | 3,571 | |||||||||||||||
| Write-down of plant and equipment | - | (673 | ) | - | - | (673 | ) | |||||||||||||
| As at September 30, 2026 | $ | 32,567 | $ | 38,421 | $ | - | $ | - | $ | 70,988 | ||||||||||
| Net book value at December 31, 2025 | $ | 18,743 | $ | 9,734 | $ | 1,141 | $ | 9,372 | $ | 38,990 | ||||||||||
| Net book value at September 30, 2026 | $ | 18,385 | $ | 17,206 | $ | 1,313 | $ | 3,700 | $ | 40,604 | ||||||||||
| 12. | OTHER ASSETS |
| As
at September 30, | As
at December 31, | |||||||
| 2026 | 2025 | |||||||
| Reclamation deposit | $ | 866 | $ | 866 | ||||
| Margin deposit – forward pricing | 4,785 | - | ||||||
| $ | 5,651 | $ | 866 | |||||
| Current | $ | 4,785 | $ | - | ||||
| Non-Current | $ | 866 | $ | 866 | ||||
The reclamation deposit relates to a surety bond to provide security on the Company’s remediation obligations.
| Page 12 |
TITAN MINING CORPORATION
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Nine Months ended September 30, 2026 and 2025
(Expressed in thousands of US Dollars, unless otherwise indicated - Unaudited)
| 12. | OTHER ASSETS (continued) |
Under the Company’s zinc sales contract, it may upon written notice and mutual agreement, fix the price of payable zinc for future specified monthly quantities (“quotas”) by reference to prevailing prices quoted on the London Metal Exchange.
As a condition to forward pricing, the Company is required to provide a cash deposit calculated as approximately 20% of the prevailing zinc price multiplied by the quantity of payable metal subject to pricing. The deposit serves as collateral supporting the Company’s obligations under the forward pricing arrangement.
| 13. | DEBT |
| a) | Third party debt |
| Equip. Facility (i) | Local develop. agencies (ii) | EXIM Bank Tranche-1 (iii) | EXIM Bank Tranche-2 (iii) | Credit Facility (iv) | Total third-party debt | |||||||||||||||||||
| Balance January 1, 2025 | $ | - | $ | - | $ | - | $ | - | $ | 10,058 | $ | 10,058 | ||||||||||||
| Advances | 4,732 | 2,000 | 4,562 | - | - | 11,294 | ||||||||||||||||||
| Repayment of debt | (1,649 | ) | (53 | ) | - | - | (10,170 | ) | (11,872 | ) | ||||||||||||||
| Interest | 149 | 55 | 57 | - | 642 | 903 | ||||||||||||||||||
| Exposure fee | - | - | (257 | ) | - | - | (257 | ) | ||||||||||||||||
| Interest payment | (182 | ) | (55 | ) | (63 | ) | - | (530 | ) | (830 | ) | |||||||||||||
| Amortization of transaction costs | - | - | (187 | ) | - | - | (187 | ) | ||||||||||||||||
| As at December 31, 2025 | $ | 3,050 | $ | 1,947 | $ | 4,112 | $ | - | $ | - | $ | 9,109 | ||||||||||||
| Advances | 2,164 | 2,017 | - | 4,181 | ||||||||||||||||||||
| Repayment of debt | (1,451 | ) | (111 | ) | - | (1,562 | ) | |||||||||||||||||
| Interest | 123 | 67 | 264 | 42 | - | 496 | ||||||||||||||||||
| Exposure fee | (122 | ) | (120 | ) | - | (242 | ) | |||||||||||||||||
| Interest payment | (93 | ) | (60 | ) | (225 | ) | (48 | ) | - | (426 | ) | |||||||||||||
| Amortization of transaction costs | (89 | ) | (72 | ) | - | (161 | ) | |||||||||||||||||
| As at September 30, 2026 | $ | 1,629 | $ | 1,843 | $ | 6,104 | $ | 1,819 | $ | - | $ | 11,395 | ||||||||||||
| Current | $ | 1,629 | $ | 281 | $ | - | $ | - | $ | - | $ | 1,910 | ||||||||||||
| Non- current | $ | - | $ | 1,562 | $ | 6,104 | $ | 1,819 | $ | - | $ | 9,485 | ||||||||||||
| i) | Equipment Facility |
On December 31, 2024, the Company entered into an equipment facility loan agreement (“Equipment Facility”) with Glencore Ltd., to purchase certain capital equipment for use at the Company’s Empire State Mine, up to a combined maximum amount of $4,800 of which Glencore advanced $4,732 before August 31, 2025 (availability period). The Equipment Facility bears interest at a monthly rate of SOFR plus 2%, with interest payable monthly. Principal is repaid in equal monthly installments until the maturity date of the Equipment Facility, on May 31, 2027.
| Page 13 |
TITAN MINING CORPORATION
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Nine Months ended September 30, 2026 and 2025
(Expressed in thousands of US Dollars, unless otherwise indicated - Unaudited)
| 13. | DEBT (continued) |
| ii) | Local development agencies |
On May 16, 2025, the Company entered into loan agreements with two different development agencies: the Development Authority of the North County for $500 and the St. Lawrence County Industrial Development Agency for $1,500; with the purpose of acquiring equipment for its commercial demonstration facility related to the development of its natural flake graphite project.
The loan agreements have a 10-year term with a maturity date on September 1, 2035. Under the terms of the agreements the Company is required to make interest-only payments for the first three months following the initial draw and subsequent payments of principal plus interest for the remaining duration of the loan. The loan agreements bear interest at an annual rate of 4.75% and are secured by the equipment purchased for this project.
| iii) | EXIM Bank Credit Agreement |
On July 21, 2025, the Company’s wholly owned subsidiary, Empire State Mines, LLC (“ESM”), entered into a credit agreement with the Export-Import Bank of the United States (“EXIM”) for a secured term loan of up to $15,788 (the “EXIM Facility – Tranche-1”). Proceeds from the EXIM Facility – Tranche-1 will be used to pay for capital expenditures at the ESM operations to support ongoing infrastructure and expansion initiatives. The drawdown of the EXIM Facility – Tranche-1 is available until December 30, 2026. As at September 30, 2026, the Company had drawn $6,726 under the EXIM Facility – Tranche 1, leaving an undrawn balance of $9,062 available for future drawdowns.
On December 23, 2025 ESM entered into the first amendment with EXIM to include a second tranche (the “EXIM Facility – Tranche-2”) for an additional $5,474 which will be used for resource drilling, metallurgical test work, and engineering programs necessary to complete the Kilbourne Feasibility Study. The drawdown of the EXIM Facility – Tranche-2 is available until September 30, 2026. As at September 30, 2026, the Company had drawn $2,017 under the EXIM Facility – Tranche 2, and had formally requested the drawdown of the remaining available balance of $3,457. The requested funds were received subsequent to quarter-end.
On April 30, 2026, the Company entered into the second amendment to the EXIM Facility to modify the definition of “Consolidated Adjusted EBITDA” to permit the add-back of non-cash losses and the deduction of non-cash gains arising from changes in the fair value of liability-classified derivative financial instruments.
| Page 14 |
TITAN MINING CORPORATION
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Nine Months ended September 30, 2026 and 2025
(Expressed in thousands of US Dollars, unless otherwise indicated - Unaudited)
| 13. | DEBT (continued) |
The terms of each Tranche are as follows:
| Tranche-1 | Tranche-2 | |||
| Availability to be drawn in multiple tranches | Up to December 30, 2026 | Up to September 30, 2026 | ||
| Maturity | September 30, 2032 | |||
| Interest rate | 4.95% | 4.70% | ||
| Interest payment date | Commencing December 30, 2025, and continuing on a quarterly basis on March 30, June 30, September 30, and December 30 of each year. | Commencing March 30, 2026, and continuing on a quarterly basis on March 30, June 30, September 30, and December 30 of each year. | ||
| Exposure fee applied to each drawdown amount and deducted from the loan proceeds | 5.9721% | 6.2995% | ||
| Commitment fee payable quarterly on the undrawn portion of the facility with payment beginning December 30, 2025. | 0.5% per annum, commencing on August 18, 2025, and continuing until the earlier of the final drawdown or December 30, 2026. | 0.5% per annum, commencing on December 30, 2025, and continuing until the earlier of the final drawdown or September 30, 2026. | ||
| Maturity on September 30, 2032 with principal being paid in 20 equal quarterly instalments beginning on December 30, 2027 | Installments of $783 | Installments of $274 | ||
| · | Security provided for the EXIM Facility – Tranche-1 and the EXIM Facility – Tranche-2 (together the “EXIM Facility”) include a first-ranking general security interest over assets purchased with EXIM Facility proceeds and the related property interests. |
| · | The EXIM Facility is subject to certain financial covenants, as follows: |
| ○ | Minimum Liquidity: the Company must maintain a minimum cash balance of $475 for each fiscal quarter ending on or prior to September 30, 2027 and $3,700 for each fiscal quarter ending thereafter up to the maturity date of the EXIM Facility. |
| ○ | Leverage ratio: Consolidated Total Indebtedness to Consolidated Adjusted EBITDA not to exceed 3.0 to 1.0 for fiscal quarters ending on or prior to December 31, 2026 and 2.5 to 1.0 for each fiscal quarter ending thereafter up to the maturity date of the EXIM Facility. |
| ○ | Fixed charge coverage ratio: Consolidated Adjusted EBITDA (adjusted for cash taxes paid and certain capital expenditures) to Consolidated Fixed Charges not less than 1.5 to 1.0 for fiscal quarters ending March 31, 2027 and each fiscal quarter ending thereafter up to the maturity date of the EXIM Facility. |
As at December 31, 2025, the Company was not in compliance with certain financial covenants under the EXIM Facility as a result of a non-cash fair value adjustment related to the derivative financial instrument associated with the special warrants (Note 17b), which resulted in the outstanding borrowings of $4,112 being reclassified as current liabilities. As at September 30, 2026, the Company was in compliance with all financial covenants under the EXIM Facility.
| Page 15 |
TITAN MINING CORPORATION
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Nine Months ended September 30, 2026 and 2025
(Expressed in thousands of US Dollars, unless otherwise indicated - Unaudited)
| 13. | DEBT (continued) |
| iv) | Credit Facility |
On June 6, 2022, the Company entered into a secured credit facility of $40,000 with National Bank of Canada. The facility bore interest at SOFR plus 2.25% or the bank’s base rate plus 1.25% and was secured by a general charge over the Company’s assets. The Credit Facility was used to finance working capital and for general corporate purposes.
The facility was subject to certain financial covenants during its term, with which the Company remained in compliance.
On December 23, 2025, the Company fully repaid the outstanding balance and the Credit Facility was extinguished.
A guarantee for the Credit Facility was provided by a company controlled by Titan’s Executive Chairman, with a guarantee fee of 1.125% per annum. The Company recognized a guarantee fee expense of $86 for the year ended December 31, 2025.
| b) | Related party debt |
| Related Party Promissory Note (i) | Related Party Loans (ii) | Total related party debt | ||||||||||
| Balance January 1, 2025 | $ | 5,523 | $ | 16,500 | $ | 22,023 | ||||||
| Gain in loan modification | (322 | ) | - | (322 | ) | |||||||
| Interest | 669 | 586 | 1,255 | |||||||||
| Payment of loan | (5,000 | ) | - | (5,000 | ) | |||||||
| Interest payment | (954 | ) | - | (954 | ) | |||||||
| Amortization of deferred charges | 84 | - | 84 | |||||||||
| Amortization of transaction costs | - | (31 | ) | (31 | ) | |||||||
| As at December 31, 2025 | $ | - | $ | 17,055 | $ | 17,055 | ||||||
| Interest | - | 1,059 | 1,059 | |||||||||
| Interest payment | - | (1,037 | ) | (1,037 | ) | |||||||
| As at September 30, 2026 | $ | - | $ | 17,077 | $ | 17,077 | ||||||
| Current | $ | - | $ | 7,504 | $ | 7,504 | ||||||
| Non-current | $ | - | $ | 9,573 | $ | 9,573 | ||||||
| i) | Related Party Promissory Note |
On April 30, 2025, the Company amended the terms of the Promissory Note to extend its maturity from May 1, 2025 to November 1, 2025, resulting in a gain on loan modification of $338 recognized in the Consolidated Statements of Income (Loss) and Comprehensive Income (Loss), with all other terms remaining unchanged. On August 29, 2025, the Company fully repaid the Related Party Promissory Note, including $5,000 of principal and 954 of interest and recognized an expense of $16 in the Statements of Income (Loss) and Comprehensive Income (Loss).
| Page 16 |
TITAN MINING CORPORATION
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Nine Months ended September 30, 2026 and 2025
(Expressed in thousands of US Dollars, unless otherwise indicated - Unaudited)
| 13. | DEBT (continued) |
| ii) | Related Party Loan |
On July 21, 2025, the Company entered into an agreement with Augusta Investments Inc. (“Augusta Investments”), a company controlled by Titan’s Executive Chairman, to formalize the terms of three previously advanced loans totaling $16,500.
The loan bears interest at 8% per annum, with interest capitalized from July 21, 2025, to December 31, 2025, and payable monthly in cash thereafter.
Principal repayments are scheduled as follows:
| ○ | $7,500 on December 31, 2026 | |
| ○ | $5,000 on December 31, 2027 | |
| ○ | $4,000 plus capitalized interest of $601 on December 31, 2028 |
Upon formalizing the terms, the previously advanced amounts were considered extinguished and replaced by a new loan recognized at fair value. As a result, the continuity of the loan balance reflects both the extinguishment of the original advances and the recognition of the new loan.
The Related Party Loan is subordinated to the EXIM Facility under a subordination agreement and is secured by a second-ranking general security interest over all present and after-acquired property of the Company. As a result of the covenant non-compliance described in Note 13(a)(iii), cross-default provisions were triggered and the outstanding balance of $17,055 was classified as a current liability as at December 31, 2025. On March 18, 2026, Augusta Investments provided a waiver for the cross-default, to defer until February 2, 2029, the right to accelerate prepayment of any indebtedness due to the EXIM cross default. As at September 30, 2026 the Company was in compliance with the EXIM facility and no cross-default provisions were triggered with the Related Party Loan.
This arrangement constitutes a related party transaction as defined under IAS 24 – Related Party Disclosures, due to the control of Augusta Investments by a member of the Company’s key management personnel. The transaction was reviewed and approved by the Company’s Board of Directors, with the related party abstaining from voting.
| 14. | RELATED PARTY TRANSACTIONS |
| a) | Management company |
On October 26, 2020, the Company entered into an arrangement to share office space, equipment, personnel, consultants and various services with other companies related by virtue of certain directors and management in common. A management company equally owned by each company party to the arrangement pays for these shared expenses as agent for the Company and the other companies. These costs incurred by the management company as agent are allocated and funded by the shareholders of the management company based on time incurred and use of services and goods.
The management company recovers its costs incurred in managing expenses and procuring goods and services on behalf of the Company without a markup. If the Company’s participation in the arrangement is terminated, the Company will be obligated to pay its share of the rent payments for the remaining term of the office space rental agreement. The Company’s obligation for future rental payments as of September 30, 2026 was approximately $137 (December 31, 2025 -C$340) over the course of the remaining term of the office space lease.
| Page 17 |
TITAN MINING CORPORATION
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Nine Months ended September 30, 2026 and 2025
(Expressed in thousands of US Dollars, unless otherwise indicated - Unaudited)
| 14. | RELATED PARTY TRANSACTIONS (continued) |
The Company was charged for the following with respect to this arrangement during the three and nine months ended September 30, 2026 and 2025:
| Three
months ended September 30, | Nine
months ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Salaries and benefits | $ | 219 | $ | 129 | $ | 626 | $ | 323 | ||||||||
| Office and other | 74 | 53 | 230 | 131 | ||||||||||||
| Marketing and travel | 5 | 4 | 16 | 10 | ||||||||||||
| $ | 298 | $ | 186 | $ | 872 | $ | 464 | |||||||||
| b) | Key management personnel compensation |
Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company, and comprises the Company’s Executive Chairman, Chief Executive Officer, President, Chief Financial Officer and Directors.
| Three
months ended September 30, | Nine
months ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Salaries and benefits | $ | 132 | $ | 130 | $ | 368 | $ | 375 | ||||||||
| Consulting fees | 263 | 158 | 633 | 467 | ||||||||||||
| Share-based compensation | 210 | 221 | 474 | 393 | ||||||||||||
| Directors’ fees | 55 | 55 | 164 | 164 | ||||||||||||
| $ | 660 | $ | 564 | $ | 1,639 | $ | 1,399 | |||||||||
| c) | Related party balances |
The following amounts include all the related party balances outstanding as at September 30, 2026, and December 31, 2025, except related party debt disclosed in note 13(b):
| As at September 30, | As at December 31, | |||||||
| 2026 | 2025 | |||||||
| Salaries and benefits payable | $ | 388 | $ | 659 | ||||
| Consulting fees payable | - | 377 | ||||||
| $ | 388 | $ | 1,036 | |||||
| Page 18 |
TITAN MINING CORPORATION
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Nine Months ended September 30, 2026 and 2025
(Expressed in thousands of US Dollars, unless otherwise indicated - Unaudited)
| 15. | INTEREST AND OTHER FINANCE EXPENSES |
| Three
months ended September 30, | Nine
months ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Interest | $ | 523 | $ | 665 | $ | 1,555 | $ | 1,849 | ||||||||
| Other | - | 58 | - | 149 | ||||||||||||
| $ | 523 | $ | 723 | $ | 1,555 | $ | 1,998 | |||||||||
| 16. | RECLAMATION AND REMEDIATION PROVISION |
| As at September 30, | As at December 31, | |||||||
| 2026 | 2025 | |||||||
| Balance, beginning of period | $ | 16,843 | $ | 15,447 | ||||
| Accretion | 263 | 327 | ||||||
| Change in estimates | (287 | ) | 1,069 | |||||
| Balance at the end of the period | $ | 16,819 | $ | 16,843 | ||||
Although the ultimate amounts for future site reclamation and remediation are uncertain, the best estimate of these obligations was based on information available, including current legislation, third-party estimates and management estimates. The amounts and timing of the mine closure obligations will vary depending on several factors including future operations and the ultimate life of the Empire State Mine, future economic conditions, and changes in applicable environmental regulations.
At September 30, 2026, the total inflated and undiscounted amount for the estimated future cash flows was $23,646 (December 31, 2025 – $23,366), with the end of mine life being 2031 (December 31, 2025 – 2031). Further, the estimated future non-inflated cash flows have been discounted using the US Treasury real rate adjusted for years of expected closure expenditure of 3.31% (December 31, 2025 – 2.58%). The impact of these changes in estimate is included in the table above.
| 17. | SHARE CAPITAL AND RESERVES |
| a) | Authorized capital |
The Company’s authorized share capital consists of an unlimited number of common shares without par value. At September 30, 2026, the Company had 99,027,692 (December 31, 2025 – 91,616,438) common shares issued and outstanding.
On November 3, 2025, the Company completed a share consolidation on the basis of one post-consolidation common share for every one and a half pre-consolidation common shares outstanding. All previously reported common share, stock option, warrants and earnings per share amounts have been retrospectively restated in these condensed financial statements to reflect the 1.5:1 share consolidation, unless otherwise noted.
During the year ended December 31, 2025, the Company issued 705,372 (December 31, 2024, nil) shares as result of 958,887 options that were exercised for gross proceeds of $252.
On February 4, 2026, the special warrants of the Company were exercised (see note 17b) and as result, 6,666,666 common shares of the Company were issued.
| Page 19 |
TITAN MINING CORPORATION
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Nine Months ended September 30, 2026 and 2025
(Expressed in thousands of US Dollars, unless otherwise indicated - Unaudited)
| 17. | SHARE CAPITAL AND RESERVES (continued) |
On June 26, 2026, the Company completed its first equity financing under its At-the-Market (“ATM”) Program by issuing 520,000 common shares for gross proceeds of $2,091. The broker received a commission of $52 and the Company paid $65 in share issuance costs, resulting in net proceeds to the Company of $1,974.
During the nine months ended September 30, 2026, the Company issued 224,588 shares (nine months ended September 30, 2025, 578,705 shares), as result of 260,556 stock options that were exercised for proceeds of $75.
| b) | Derivative financial instrument - special warrants |
On December 16, 2025, the Company completed a private placement for 6,666,666 Special Warrants at a subscription price of $2.25 per Special Warrant for gross proceeds of $15,000. The Special Warrants were issued on December 18, 2025.
Each Special Warrant entitled the holder, for no additional consideration and upon the satisfaction of certain conditions, to receive:
| ● | one common share in the capital of the Company; |
| ● | one half of one transferable common share purchase warrant (each full warrant a “Class A Warrant”), with each Class A Warrant having an exercise price of $3.04 per common share with a term of 36 months from the date of issuance; and |
| ● | one half of one transferable common share purchase warrant (each full warrant a “Class B Warrant”), with each Class B Warrant having an exercise price of $3.71 per common share with a term of 36 months from the date of issuance. |
The classification of the Special Warrants was affected by the delivery of the Class A & B Warrants, which themselves are liability classified. These are liability classified as the functional currency of the Company is Canadian dollars. Further, if the holder of the transferable Class A & B Warrants is a U.S. subscriber and there is no effective registration statement or current prospectus available for the issuance or resale of the warrant shares by the Holder, the Holder may exercise the Class A & B Warrants by means of a cashless exercise. For these reasons the Special Warrants were liability classified as current derivative financial instruments and measured at fair value through profit or loss
The Company has an Acceleration Right for the Class A & B Warrants, where if the closing price of the Company’s common shares on the New York Stock Exchange is greater than $4.56 (Class A Warrants) / $5.57 (Class B Warrants) per common share for fifteen trading days within thirty calendar days, it shall be entitled to accelerate the termination date to thirty days following the date of such acceleration.
The Special Warrants were initially valued at $20,820, with the day one loss of $5,819 being deferred and recognized over the Special Warrant term. During the year ended December 31, 2025, an increase in the fair value of the Special Warrants of $5,717 was recognized, with a fair value loss of $5,199 being unrecognized. The Special Warrants were valued using a Monte Carlo valuation approach, as follows:
| ● | Common Shares were valued at market; and |
| ● | The Class A & B Warrants were valued using a Monte Carlo simulation. |
In connection with the offering, the Company incurred transaction costs of $965, these being recognized in the Consolidated Statements of Income (Loss) and Other Comprehensive Income (Loss) in the year ended December 31, 2025.
| Page 20 |
TITAN MINING CORPORATION
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Nine Months ended September 30, 2026 and 2025
(Expressed in thousands of US Dollars, unless otherwise indicated - Unaudited)
| 17. | SHARE CAPITAL AND RESERVES (continued) |
As at December 31, 2025, the fair value of the Class A & B Warrants were estimated using the following assumptions:
| December 18, 2025 | December 31, 2025 | |||
| Class A | Class B | Class A | Class B | |
| Exercise price | 3.04 | 3.71 | 3.04 | 3.71 |
| Share price | 2.44 | 2.44 | 2.96 | 2.96 |
| Acceleration right | 33.54% | 23.39% | 45.3% | 32.03% |
| Volatility | 60% | |||
| Term (years) | 3 years | 2.96 years | ||
| Risk-free rate | 3.50% | 3.55% | ||
On February 4, 2026 the Special Warrants were converted into 6,666,666 common shares of the Company and 3,333,333 Class A & B Warrants. Upon conversion, the Special Warrants liability was derecognized and allocated between share capital and the derivative financial liabilities associated with the Class A and Class B Warrants based on their relative fair values at the date of conversion, which was estimated as follows: $27,867 attributable to common shares, $5,448 to the Class A Warrants, and $4,973 to the Class B Warrants. Accordingly, $27,867 was recognized in share capital and $10,421 was recognized as a derivative financial instrument – warrants liability.
In addition, the Company recognized a fair value loss in the period from January 1, 2026 to February 4, 2026 of $12,372 reflecting the increase in the fair value of the Special Warrants prior to conversion. The remaining deferred day-one loss associated with the Special Warrants of $5,199 was fully recognized in profit or loss upon conversion. As at September 30, 2026, the Class A and Class B Warrants were remeasured at fair value, using the following assumptions:
| September 30, 2026 | ||
| Class A | Class B | |
| Exercise price | 3.04 | 3.71 |
| Share price | 2.56 | 2.56 |
| Acceleration right | 32.50% | 21.96% |
| Term (years) | 2.34 | 2.34 |
| Volatility | 60% | |
| Risk-free rate | 4.92% | |
The fair value of the Class A and Class B warrants resulted in valuations of $2,420 and $2,026, respectively resulting in a warrant liability at September 30, 2026 of $4,446. During the three and nine months ended September 30, 2026, the Company recognized a fair value loss of $1,103 and $11,596, respectively (three and nine months ended September 30, 2025 $nil).
Special Warrant | Equity | Warrant | Fair Value Loss / (Gain) | |||||||||||||
| Balance as at December 31, 2025 | $ | 20,717 | $ | - | $ | - | $ | - | ||||||||
| Fair value adjustment as at February 4, 2026 | 17,571 | - | - | 17,571 | ||||||||||||
| Special warrants exercised | (38,288 | ) | 27,867 | 10,421 | - | |||||||||||
| Fair value adjustment as at September 30, 2026 | - | - | (5,975 | ) | (5,975 | ) | ||||||||||
| Total | $ | - | $ | 27,867 | $ | 4,446 | $ | 11,596 | ||||||||
| Page 21 |
TITAN MINING CORPORATION
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Nine Months ended September 30, 2026 and 2025
(Expressed in thousands of US Dollars, unless otherwise indicated - Unaudited)
| 17. | SHARE CAPITAL AND RESERVES (continued) |
The warrant liability is measured at fair value on a recurring basis and is classified as a Level 3 financial instrument within the fair value hierarchy. The fair value was determined using a Monte Carlo simulation model, incorporating key assumptions including expected volatility, risk-free interest rate, expected life of the warrants, share price at the measurement date, and the probability of triggering the acceleration feature.
| c) | Stock options |
The Company’s Stock Option Plan provides for the issuance of options that shall not at any time exceed 10% of the total number of issued and outstanding common shares of the Company as at the date of grant of the options. The Company may grant options to directors, officers, employees, consultants and other personnel of the Company. The exercise price of each option is determined by the Board of Directors but cannot be lower than the previous day’s closing market price of the Company’s shares on the date of grant. The options vest and become exercisable as determined by the Board of Directors at the time of the grant. Unless determined otherwise by the Board of Directors, the options expire within five years from the date of grant.
The following table shows the change in the Company’s stock options during the nine months ended September 30, 2026 and the year ended December 31, 2025:
| Nine
months ended September 30, 2026 | Year
ended December 31, 2025 | |||||||||||||||
| Number of options (1) (’000s) | Weighted-average exercise price (1) (in C$) | Number of options (1) (’000s) | Weighted-average exercise price (1) (in C$) | |||||||||||||
| Outstanding, start of the period | 7,984 | 1.09 | 6,830 | 0.71 | ||||||||||||
| Granted | 620 | 3.36 | 2,113 | 1.60 | ||||||||||||
| Exercised | (260 | ) | 0.99 | (959 | ) | 1.00 | ||||||||||
| Forfeited/cancelled | (383 | ) | 0.61 | - | - | |||||||||||
| Outstanding, end of the period | 7,961 | 1.09 | 7,984 | 0.89 | ||||||||||||
| Exercisable, end of the period | 5,300 | 0.79 | 4,427 | 0.72 | ||||||||||||
| (1) | Option amounts and exercise prices have been adjusted to reflect the effect of the 1.5:1 share consolidation that took place on November 3, 2025, unless otherwise noted |
During the nine months ended September 30, 2026, a total of 260,556 stock options were exercised (December 31, 2025, 958,889 stock options). Of these, 177,222 options were exercised for gross proceeds of $75 (December 31, 2025, 375,555 options for gross proceeds of $252), resulting in the issuance of 177,222 common shares (December 31, 2025, 375,555 common shares). In addition, 83,333 options were exercised on a cashless basis (December 31, 2025 – 583,334), resulting in the issuance of 47,366 common shares (December 31, 2025 329,817) with no cash proceeds received. Upon exercise, the related amounts previously recognized in contributed surplus were reclassified to share capital.
| Page 22 |
TITAN MINING CORPORATION
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Nine Months ended September 30, 2026 and 2025
(Expressed in thousands of US Dollars, unless otherwise indicated - Unaudited)
| 17. | SHARE CAPITAL AND RESERVES (continued) |
During the three and nine months ended September 30, 2026 and 2025 the Company recognized share-based compensation expense as follows:
| Three
months ended September 30, | Nine
months ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Share based compensation | $ | 285 | $ | 252 | $ | 733 | $ | 457 | ||||||||
| Recognized in: | ||||||||||||||||
| Operating expenses | 70 | 20 | 198 | 38 | ||||||||||||
| General and administrative expenses | 215 | 232 | 535 | 419 | ||||||||||||
| $ | 285 | $ | 252 | $ | 733 | $ | 457 | |||||||||
The Company uses the Black-Scholes option valuation model to determine the grant-date fair value of stock options, assuming no expected dividends or forfeitures.
The fair value and assumptions for the options granted during the nine months ended September 30, 2026 and the year ended December 31, 2025, were as follows:
| Grant Date | Expected Life of Options | Share
Price at Grant Date (in C$) | Exercise Price (1) (in C$) | Risk-free Interest Rate | Volatility | Black-Scholes Fair Value (1) | ||||||||||||||||
| April 1, 2025 | 5 years | $ | 0.62 | $ | 0.62 | 2.57 | % | 0.76 | $ | 0.27 | ||||||||||||
| September 4, 2025 | 5 years | $ | 1.80 | $ | 1.83 | 2.90 | % | 0.72 | $ | 0.80 | ||||||||||||
| March 30, 2026 | 5 years | $ | 3.69 | $ | 3.79 | 3.11 | % | 0.76 | $ | 1.67 | ||||||||||||
| June 17, 2026 | 5 years | $ | 3.18 | $ | 3.26 | 3.08 | % | 0.73 | $ | 1.39 | ||||||||||||
| (1) | Exercise price and Black-Scholes fair value have been adjusted to reflect the effect of the 1.5:1 share consolidation that took place on November 3, 2025, unless otherwise noted |
The following table provides information on outstanding and exercisable stock options at September 30, 2026:
| Grant Date | Exercise price (1) (in C$) | Number of Options outstanding (1),(2) (’000s) | Weighted-average remaining contractual life (years) | Number of Options exercisable (1) (’000s) | ||||||||||||
| November 10, 2022 | 0.77 | 2,572 | 1.1 | 2,572 | ||||||||||||
| April 16, 2024 | 0.54 | 2,539 | 2.6 | 1,955 | ||||||||||||
| August 15, 2024 | 0.54 | 45 | 2.9 | 45 | ||||||||||||
| October 17, 2024 | 0.45 | 533 | 3.1 | 133 | ||||||||||||
| April 1, 2025 | 0.62 | 22 | 3.5 | - | ||||||||||||
| September 4, 2025 | 1.83 | 1,630 | 4.0 | 595 | ||||||||||||
| March 30, 2026 | 3.79 | 120 | 4.5 | - | ||||||||||||
| June 17, 2026 | 3.26 | 500 | 4.7 | - | ||||||||||||
| 1.09 | 7,961 | 2.6 | 5,300 | |||||||||||||
| (1) | Exercise price, number of options and Black-Scholes fair value have been adjusted to reflect the effect of the 1.5:1 share consolidation that took place on November 3, 2025, unless otherwise noted | |
| (2) | Vesting terms range between 1 to 4 years |
| Page 23 |
TITAN MINING CORPORATION
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Nine Months ended September 30, 2026 and 2025
(Expressed in thousands of US Dollars, unless otherwise indicated - Unaudited)
| 17. | SHARE CAPITAL AND RESERVES (continued) |
| d) | Share purchase warrants |
On February 4, 2026, in connection with the conversion of the Special Warrants described in Note 17(b), the Company issued 3,333,333 Class A Warrants and 3,333,333 Class B Warrants. The Class A Warrants are exercisable at $3.04 per common share and the Class B Warrants at $3.71 per common share, each with a term of 36 months from the date of issuance. These warrants are classified as derivative financial liabilities and are measured at fair value through profit or loss.
The following table shows the change in the Company’s share purchase warrants during the nine months ended September 30, 2026 and the year ended December 31, 2025:
| Number of share purchase warrants (’000s) | Weighted-average exercise price | Weighted-average life remaining (years) | ||||||||||
| Outstanding, December 31, 2024 and 2025 (1) | 4,000 | C$ | 0.63 | 2.34 | ||||||||
| Issued(2) | 6,667 | $ | 3.38 | 2.60 | ||||||||
| Outstanding, September 30, 2026(3) | 4,000 | C$ | 0.63 | 2.09 | ||||||||
| 6,667 | $ | 3.38 | 2.35 | |||||||||
| (1) | Number of warrants and weighted-average exercise price have been adjusted to reflect the effect of the 1.5:1 share consolidation that took place on November 3, 2025, unless otherwise noted |
| (2) | On February 4, 2026, in connection with the conversion of the Special Warrants described in Note 17(b), the Company issued 3,333,333 Class A Warrants and 3,333,333 Class B Warrants. The Class A Warrants are exercisable at USD$3.04 per common share and the Class B Warrants at USD$3.71 per common share, each with a term of 36 months from the date of issuance. These warrants are classified as derivative financial liabilities and are measured at fair value through profit or loss. |
| (3) | Presentation of warrants outstanding is disaggregated based on the respective underlying currency |
The following table provides information on outstanding and exercisable share purchase warrants at September 30, 2026:
| Expiry Date | Exercise
price ($ per warrant) | Number of warrants outstanding (’000s) | Weighted-average remaining contractual life (years) | Weighted-average fair value per warrant | ||||||||||||
| November 1, 2028 | C$ | 0.63 | 4,000 | 2.09 | C$ | 0.39 | ||||||||||
| February 4, 2029 | $ | 3.04 | 3,333 | 2.35 | $ | 0.73 | ||||||||||
| February 4, 2029 | $ | 3.71 | 3,333 | 2.35 | $ | 0.61 | ||||||||||
| (1) | Exercise price, number of warrants and weighted-average fair value per warrant have been adjusted to reflect the effect of the 1.5:1 share consolidation that took place on November 3, 2025, unless otherwise noted |
| Page 24 |
TITAN MINING CORPORATION
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Nine Months ended September 30, 2026 and 2025
(Expressed in thousands of US Dollars, unless otherwise indicated - Unaudited)
| 18. | SEGMENTED INFORMATION |
The Company operates one reportable segment, mineral production and exploration in the United States. The Chief Operating Decision Maker (“CODM”), identified as the Company’s Chief Executive Officer, reviews operating results on a consolidated basis to make decisions about resource allocation and assess performance.
All of the Company’s revenue is generated from a single customer that is located in the United States. The Company’s non-current assets located in the United States total $41,470 (2025 – $39,673) and those located in Canada total $118 (2025 – $215).
| 19. | SUPPLEMENTARY CASH FLOW INFORMATION |
Nine months ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| Non-cash working capital movements | ||||||||
| Changes in accounts payable and accrued liabilities with respect to construction in progress | $ | (254 | ) | $ | 223 | |||
| Change in accounts payable and accrued liabilities with respect to inventories | 236 | 6 | ||||||
| Change in accounts payable and accrued liabilities with respect to operating expenses | 2,095 | 1,972 | ||||||
| Change in reclamation and remediation asset | (287 | ) | 892 | |||||
| Page 25 |
Exhibit 99.2

TITAN MINING CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025
TITAN
MINING CORPORATION
Management’s Discussion and Analysis
For the Three and Nine Months Ended September 30, 2026, and 2025
This Management’s Discussion and Analysis (“MD&A”) is intended to help the reader understand Titan Mining Corporation (“Titan”, “we”, “our” or the “Company”), our operations, financial performance, and current and future business environment for the three and nine months ended September 30, 2026, and includes events up to the date of this MD&A. This discussion should be read in conjunction with the Company’s unaudited condensed consolidated interim financial statements for the three and nine months ended September 30, 2026 and 2025 (the “Interim Financial Statements”) and the related notes thereto and other corporate filings, including the Company’s annual audited consolidated financial statements for the years ended December 31, 2025 and 2024 (the “Annual Financial Statements”). Unless otherwise specified, all financial information has been derived from the Company’s Interim Financial Statements which have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (“IFRS”) applicable to the preparation of Interim Financial Statements including International Accounting Standards 34 – Interim financial Reporting (“IAS 34”).
Additional information regarding Titan, including the risks related to our business and those that are reasonably likely to affect our financial statements in the future, is contained in our continuous disclosure materials, including our most recent Annual Information Form (“AIF”) and Management Information Circular, which are available on the Company’s website at www.titanminingcorp.com and under the Company’s profile on SEDAR+ at www.sedarplus.com.
This MD&A is dated November 10, 2026. All dollar amounts reported herein are in US dollars unless otherwise indicated.
| Page 2 |
| TITAN MINING CORPORATION Management’s Discussion and Analysis For the Three and Nine Months Ended September 30, 2026, and 2025 (In thousands of US Dollars, unless otherwise indicated) |
| TABLE OF CONTENTS | Page | |
| OUR BUSINESS | 4 | |
| HIGHLIGHTS | 4 | |
| STRATEGY AND OUTLOOK | 4 | |
| FINANCIAL AND OPERATIONAL SUMMARY | 5 | |
| OPERATIONS REVIEW | 6 | |
| EXPLORATION UPDATE | 7 | |
| FINANCIAL REVIEW | 9 | |
| LIQUIDITY AND CAPITAL RESOURCES | 12 | |
| FINANCIAL INSTRUMENTS | 16 | |
| RELATED PARTY TRANSACTIONS | 16 | |
| CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING | 19 | |
| NOTES TO READER | 20 | |
| NON-GAAP PERFORMANCE MEASURES | 21 |
| Page 3 |
| TITAN MINING CORPORATION Management’s Discussion and Analysis For the Three and Nine Months Ended September 30, 2026, and 2025 (In thousands of US Dollars, unless otherwise indicated) |
OUR BUSINESS
Titan is a natural resource company engaged in the acquisition, exploration and development of mineral properties, including the production and sale of zinc concentrate and natural flake graphite. Our shares are listed on the NYSE American (“NYSE-A”) under the symbol “TII” and on the Toronto Stock Exchange under the symbol “TI”. The Company’s principal asset is a group of 100%-owned, high-grade zinc mines located in the Balmat–Edwards mining district in northern New York State, near Gouverneur and 35 miles south of the Port of Ogdensburg, including the Empire State Mine’s #2, #3, #4, Hyatt, Pierrepont and Edwards mines (collectively the “Empire State Mines” or “ESM”). Titan is also fast-tracking the development of the Kilbourne Graphite Project (“Kilbourne”) co-located at ESM. Titan commenced commissioning of a 1,200 mt pa graphite processing facility in December 2025 with production starting in early 2026. This makes Titan the first end-to-end producer of natural flake graphite in the U.S. since 1956.
HIGHLIGHTS
Significant events and operating highlights for the three months ended September 30, 2026 and up to the date of this MD&A include the following:
| ● | Titan generated Adjusted EBITDA of $6.2 million and a net loss of $2.8 million in Q3-26, compared to $9.6 million of Adjusted EBITDA and $5.4 million of net income in the preceding quarter. (1) |
| ● | Revenue of $22.6 million was 12% lower over the prior quarter, reflecting reduced zinc sales partially offset by higher zinc prices. Payable zinc sold was 13.7 million pounds, down 20% over Q2-26 while provisional zinc prices improved for the fifth consecutive quarter to $1.74 per pound. |
| ● | Zinc production totaled 13.7 million payable pounds, down 22% driven by temporary maintenance-driven production delays, lower feed grade and recovery rate. Increased zinc production is anticipated for Q4-26, resulting in a total for 2026 within the prior guidance range of 62-66 million payable pounds. |
| ● | C1 cash cost was $1.13 per payable pound, up 28% compared to Q2-26 mainly due to the reduced production of payable zinc as noted above. AISC increased by 32% to $1.27 per payable pound as expected, given higher planned sustaining capital expenditures compared to the prior quarter. We continue to anticipate both C1 cash cost and AISC for 2026 to be within our prior guidance ranges of $0.93-$1.01 and $1.07-$1.17 per payable pound, respectively. (1) |
| ● | Financial position improved quarter-over-quarter with $3.5 million of cash generated from operations, including $2.4 million from working capital. Titan ended the quarter with a cash balance of $21.6 million, including margin deposits on zinc forward sales, and net debt of $11.7 million. |
| ● | Continued advancement of the Kilbourne Graphite Project and related Feasibility Study, including remaining on track with key federal FAST-41 and state permitting milestones and agreeing to a commercial framework with the U.S. Army for a strategic U.S. graphite processing facility. Graphite-related expenditures totaled $5.2 million in Q3-26. |
| (1) | EBITDA, Adjusted EBITDA, C1 cash cost, All-In Sustaining Cost (“AISC”), and net debt are non-GAAP measures. Accordingly, these financial measures are not standardized financial measures under IFRS and might not be comparable to similar financial measures disclosed by other issuers. These financial measures have been calculated on a basis consistent with historical periods. Information explaining these non-GAAP measures is provided below, under “Non-GAAP Performance Measures”. |
STRATEGY AND OUTLOOK
Titan’s goal is to deliver shareholder value through operational excellence, development and exploration. Titan is committed to developing critical mineral assets that enhance the security of the U.S. domestic supply chain. Titan believes that the district surrounding ESM remains under-explored despite its long operating history. The Company continues to collaborate with the Export-Import Bank of the U.S. (“EXIM”) and other U.S. Government Agencies such as the Department of War and the Department of Energy on opportunities for coordinated participation in the Company’s critical-minerals plan through strategic funding, inclusion as a key stakeholder and policy programs incentivizing domestic production and secure resilient supply chains.
| Page 4 |
| TITAN MINING CORPORATION Management’s Discussion and Analysis For the Three and Nine Months Ended September 30, 2026, and 2025 (In thousands of US Dollars, unless otherwise indicated) |
In additional to its ongoing production of zinc from ESM, the Company is focused on discovering and developing additional high-grade, low-cost mineral resources to feed the ESM mill. ESM’s active #4 mine is connected to its historic #2 mine, which provides potential for near-mine mineral resource expansion to support production growth and mine life extension. Other historic mines and new base and precious metals targets within the district are also a focus of Titan’s exploration. An updated zinc life of mine plan is expected in Q1-27.
The Company is also focused on completing a feasibility study for Kilbourne and advancing its evaluation of germanium existing within the ESM complex.
Kilbourne comprises an open pit constrained inferred mineral resource estimate of 22 million tons at an average grade of 2.91% graphitic carbon (“Cg”) with 653,000 tons of contained graphite. In December 2025, the Company announced the results of its Preliminary Economic Assessment for Kilbourne, which indicated robust economics including the following: after tax NPV (7%) of $513 million, post-tax IRR of 37% and 2.7-year payback. In January 2026, the Company successfully commenced production of graphite concentrate at its Kilbourne demonstration facility, from which it continues to ship to potential customers for qualification. The Kilbourne feasibility study is on track for completion in early 2027, with a final investment decision expected by the end of 2027. In parallel, the Company continues to work with EXIM to finalize a financing commitment package for up to $120 million under its “Make More in America” initiative.
The Company has confirmed district-wide germanium enrichment with elevated concentration across multiple ore bodies and tailings facilities at the ESM complex. Germanium, a U.S.-designated critical mineral, is essential to semiconductors, fiber optics, night-vision systems and clean-energy technologies—industries for which the United States relies almost entirely on imports. Evaluations currently underway include prioritization of targets for mineral deportment and mineralogical studies, and recovery test work including under the cooperation agreement with Teck Resources Limited announced May 13, 2026.
Titan is well-positioned financially, with available liquidity of $28.6 million at September 30, 2026, to sustain current zinc operations, complete the Kilbourne feasibility study and continue evaluation of the germanium opportunity. The Company will continue to evaluate various financing options to support its growth initiatives and bolster liquidity as necessary. (1)
| (1) | Available liquidity is a non-GAAP measure. Accordingly, this financial measure is not a standardized financial measure under IFRS and might not be comparable to similar financial measures disclosed by other issuers. This financial measure has been calculated on a basis consistent with historical periods. Information explaining this non-GAAP measure is provided below, under “Non-GAAP Performance Measures”. |
FINANCIAL AND OPERATIONAL SUMMARY
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | |||||||||||||||||||
| Financial Performance | ||||||||||||||||||||||||
| Net income (loss) before tax | (3,057 | ) | 80 | (3,137 | ) | (10,336 | ) | 973 | (11,309 | ) | ||||||||||||||
| Adjusted EBITDA | 6,166 | 2,926 | 3,240 | 19,792 | 8,036 | 11,756 | ||||||||||||||||||
| Operating cash inflow before changes in non-cash working capital | 1,062 | 2,147 | (1,085 | ) | 7,844 | 7,200 | 644 | |||||||||||||||||
| Operating Performance | ||||||||||||||||||||||||
| Payable zinc produced (mlbs) | 13.67 | 14.64 | (0.97 | ) | 45.33 | 45.52 | (0.19 | ) | ||||||||||||||||
| Payable zinc sold (mlbs) | 13.73 | 13.81 | (0.08 | ) | 44.89 | 45.42 | (0.53 | ) | ||||||||||||||||
| Average provisional zinc price (per lb) | $ | 1.74 | $ | 1.29 | $ | 0.45 | $ | 1.59 | $ | 1.26 | $ | 0.33 | ||||||||||||
| C1 cash cost (per payable lb) | $ | 1.13 | $ | 1.01 | $ | 0.12 | $ | 1.01 | $ | 1.01 | $nil | |||||||||||||
| AISC (per payable lb) | $ | 1.27 | $ | 1.13 | $ | 0.14 | $ | 1.09 | $ | 1.13 | $ | (0.04 | ) | |||||||||||
| Page 5 |
| TITAN MINING CORPORATION Management’s Discussion and Analysis For the Three and Nine Months Ended September 30, 2026, and 2025 (In thousands of US Dollars, unless otherwise indicated) |
| 2026 | 2025 | 2024 | |||||||||||||||||||||||||||||||
| Q3 | Q2 | Q1(1) | Q4 | Q3 | Q2 | Q1 | Q4 | ||||||||||||||||||||||||||
| Production | |||||||||||||||||||||||||||||||||
| Ore mined | tons | 111,161 | 123,126 | 102,754 | 118,143 | 119,564 | 113,361 | 109,167 | 141,820 | ||||||||||||||||||||||||
| Ore milled | tons | 111,110 | 122,492 | 102,048 | 118,039 | 117,457 | 111,695 | 108,293 | 147,393 | ||||||||||||||||||||||||
| Feed grade | zn% | 7.5 | 8.7 | 8.5 | 9.7 | 7.6 | 8.5 | 8.7 | 9.0 | ||||||||||||||||||||||||
| Recovery | % | 96.1 | 96.4 | 96.3 | 96.6 | 96.2 | 96.0 | 96.4 | 96.4 | ||||||||||||||||||||||||
| Payable zinc | mlbs | 13.67 | 17.49 | 14.17 | 18.74 | 14.64 | 15.51 | 15.37 | 21.7 | ||||||||||||||||||||||||
| Concentrate grade | zn% | 59.9 | 60.7 | 60.3 | 59.8 | 59.3 | 60.2 | 59.6 | 60 | ||||||||||||||||||||||||
| Zinc concentrate produced | tons | 13,431 | 16,957 | 13,819 | 18,441 | 14,490 | 15,117 | 15,172 | 21,850 | ||||||||||||||||||||||||
| Sales and Costs | |||||||||||||||||||||||||||||||||
| Payable zinc sold | mlbs | 13.73 | 17.19 | 13.96 | 18.74 | 13.81 | 16.04 | 15.57 | 22.30 | ||||||||||||||||||||||||
| Average provisional zinc price | $/lb | 1.74 | 1.57 | 1.47 | 1.43 | 1.29 | 1.20 | 1.29 | 1.28 | ||||||||||||||||||||||||
| C1 cash cost | $/Ib | 1.13 | 0.88 | 1.04 | 0.88 | 1.01 | 0.90 | 0.91 | 0.81 | ||||||||||||||||||||||||
| AISC | $/Ib | 1.27 | 0.96 | 1.06 | 0.96 | 1.13 | 0.90 | 0.96 | 0.86 | ||||||||||||||||||||||||
| Financial Performance | |||||||||||||||||||||||||||||||||
| Revenue | $ | 22,640 | 25,704 | $ | 19,596 | 25,102 | 16,775 | 16,344 | 16,015 | 26,327 | |||||||||||||||||||||||
| Net income (loss) before tax | $ | (3,057 | ) | 6,063 | (13,342 | ) | (1,001 | ) | 80 | 539 | 354 | 11,596 | |||||||||||||||||||||
| Basic income (loss) per share (2) | $ | (0.03 | ) | 0.06 | (0.14 | ) | 0.00 | 0.00 | 0.00 | 0.00 | 0.13 | ||||||||||||||||||||||
| Adjusted EBITDA | $ | 6,166 | 9,564 | 4,062 | 8,224 | 2,926 | 2,569 | 2,541 | 7,974 | ||||||||||||||||||||||||
| Cash and cash equivalents | $ | 16,824 | 13,302 | 13,816 | 17,484 | 4,285 | 8,142 | 12,183 | 10,163 | ||||||||||||||||||||||||
| Net debt (3) | $ | 11,648 | 12,793 | 12,855 | 8,680 | 25,061 | 24,247 | 23,054 | 21,918 | ||||||||||||||||||||||||
| (1) | C1 cash cost and AISC reported for Q1 2026 have been revised to align with the definitions outlined in the Non-GAAP Measures section of this MD&A and past practice. This has resulted in C1 cash cost and AISC for Q1 2026 increasing by $0.06 and $0.05 per pound, respectively, compared to the figures reported in Titan’s Q1 2026 MD&A dated May 12, 2026. |
| (2) | Basic income (loss) per share has been adjusted to reflect the effect of the 1.5:1 share consolidation that took place on November 3, 2025, unless otherwise noted. |
| (3) | Refer to the Non-Gaap Performance Measures section of this MD&A for definition and reconciliation of this measure to figures reported in the Company’s financial statements. |
The Company’s quarterly operating and financial performance have been influenced primarily by mine sequencing, ore grades, production throughput and equipment availability, rather than recurring seasonal patterns. Production was affected by reduced hauling capacity and the temporary suspension of mining in N2D during 2025, as well as a three-week production hoist outage in Q1 2026, with the resulting production shortfall recovered by the end of Q2 2026. During Q3 2026, lower throughput and head grades, particularly in the Mahler zone, contributed to lower payable zinc production compared with the preceding quarter. Quarterly financial results have also been influenced by volatility in the market price of zinc due to various supply and demand factors.
OPERATIONS REVIEW
Mining in the third quarter of 2026 remained focussed on the Mahler, New Fold and Mud Pond Apron zones in the #4 mine, with continued emphasis on optimizing mine sequencing, advancing development and positioning operations for improved grades and productivity.
During the quarter, mining in the Mahler zone extended into areas at the margins of and outside the existing ore model, resulting in lower-than-anticipated grades. At New Fold, mining progressed to the limits of the current level’s ore model, while development continued toward the next mining level. The Company also strategically redeployed equipment and resources from the temporarily suspended N2D zone to Mud Pond Apron to support near-term production priorities and optimize resource allocation.
Looking ahead, the Company anticipates improved grades in the fourth quarter of 2026 as mining transitions to the next level at New Fold and retreat recovery of pillars commences in Mud Pond Apron and portions of Lower Mahler. These activities are expected to support improved grade performance and provide additional operational flexibility. Mining activities in N2D are expected to resume in 2027.
Capital development continued during the quarter, with advancement of the up-ramps at New Fold and Upper Mahler, supporting access to future mining areas and providing the foundation for continued production and operational flexibility.
| Page 6 |
| TITAN MINING CORPORATION Management’s Discussion and Analysis For the Three and Nine Months Ended September 30, 2026, and 2025 (In thousands of US Dollars, unless otherwise indicated) |
During the third quarter of 2026, the Company advanced several strategic capital projects designed to enhance operational reliability, improve productivity and strengthen the long-term performance of Empire State Mines.
Key infrastructure investments included replacement of the #4 production shaft rail, rehabilitation of the #2 shaft secondary egress and reconstruction of the fine ore bin discharge chutes at the mill. All three projects are scheduled for completion in the fourth quarter of 2026, representing important improvements to the mine’s operating infrastructure.
The Company also continued investing in its mobile equipment fleet to support greater operating efficiency and productivity. Assembly of a new mechanical bolter was completed during the quarter, while assembly of a new 42-ton haul truck reached approximately 50% completion. Both units are expected to enter service in the fourth quarter, enhancing equipment availability and supporting mining operations.
In addition, following completion of a comprehensive technical evaluation, the Company initiated a production hoist modernization project, with execution planned for the first quarter of 2027. The upgraded hoisting system is expected to enhance long-term reliability, reduce operational risk and support more consistent production performance.
The Company continued advancing its graphite demonstration plant during the third quarter of 2026, with ongoing work focused on optimizing the processing circuit and supporting the production of high-quality natural flake graphite concentrate.
Following a ball mill motor malfunction in late September, the Company initiated a targeted equipment replacement and circuit enhancement program in October. The program includes installation of a new mill motor, variable frequency drive, gear reducer and associated electrical infrastructure, with delivery, installation, testing and commissioning expected to continue through November.
The planned work also incorporates the addition of a fourth stirred media mill, designed to enable single-pass processing to produce flake graphite concentrate exceeding 95% carbon purity.
Together, these investments are expected to strengthen the demonstration plant’s processing capabilities, improve circuit efficiency and support the Company’s ongoing graphite qualification and commercialization initiatives.
EXPLORATION UPDATE
Empire State Mine
Germanium Evaluation
During the quarter, the Company continued to advance its germanium (Ge) evaluation program at ESM. The program entails volumetric and grade characterization of active underground zinc orebodies as well as surface tailings facilities at the Number 4 tailings and the Edwards tailings. In addition, the Company continues its metallurgical characterization and recovery studies pursuant to a cooperation agreement signed on May 13, 2026 with Teck Resources Limited to evaluate recovery of germanium from existing ESM process streams, leveraging Teck’s Trail Operations which is the only commercial-scale germanium recovery facility in North America. The agreement contemplates evaluation of germanium potentially contained within existing process streams, including the scavenger and pre-float tailings circuits, with work scoped to define feed specifications for the Trail circuit and assess commercial parameters toward a potential long-term offtake arrangement.
| Page 7 |
| TITAN MINING CORPORATION Management’s Discussion and Analysis For the Three and Nine Months Ended September 30, 2026, and 2025 (In thousands of US Dollars, unless otherwise indicated) |
Subsequent to a reconnaissance sampling of six underground ore bodies within the ESM zinc Mineral Resource Estimate during Q2-26, efforts have focused on the Upper and Lower Mahler, Mud Pond and New Fold zinc orebodies which exhibit the best potential to host germanium mineralization. Pulp samples were selected from representative drillholes across the orebodies and re-assayed for germanium content in order to better define an expected range of grades and tonnages that could be hosted by the zinc orebodies as a byproduct. Concurrently, the Company has begun efforts to determine volume and grade of germanium hosted in the Number 4 and Edwards tailings facilities. Advancement of this work is the result of positive results from auger sampling of the Number 4 and Edwards historic tailings facilities, conducted during Q2-26. The tailings program will run concurrently with mineral deportment and mineralogical studies to identify host phases, with recovery test work to follow in parallel with continued evaluation under the Teck cooperation agreement.
Historical Data
The review, compilation, digitization, and modelling of historic data collected over approximately 100 years by the previous operators of ESM is an ongoing effort that continues to advance our understanding of the Balmat deposits and contribute to exploration success at ESM. The Bend and Parish targets were both focal points of recent work during Q3-26. Current work incorporates newly acquired drilling data from the targets as well as 3D geophysical inversion data from Parish.
In addition to zinc and base metal occurrences the Company has identified multiple areas with historical documentation of graphite bearing lithologies in St. Lawrence County, including a unit at Bend equivalent to the unit that hosts the Kilbourne graphite resource. Drilling was conducted to test the Bend target which has historically been associated with positive zinc and graphite exploration results.
Historical data has also been compiled for the Parish target area where concurrent drilling is bringing in new data to add fresh perspective to historical results. The Parish target exhibits a strong positive magnetic anomaly as well as evidence of IOCG style copper and gold mineralization. A full analysis of the cumulative data set will be undertaken once new results are received.
Geophysical Survey
In Q1-26, Titan received the results from a drone magnetic survey conducted over the Parish Target which previously produced encouraging gold and copper exploration results. During Q2-26, a 3D inversion of the data was commissioned to gain better insight into the three-dimensional geometry of the magnetic targets, at depth. Results of the 3D inversion formed the basis in Q3-26 for planning drillholes to test prospective zones for iron oxide copper-gold (IOCG) style mineralization.
2026 Drill Programs
Underground
In Q3-26, underground drilling totalled 10,710 feet with 27 holes completed. Activity included exploration and definition work on the Midway, New Fold, Mahler Main and Mud Pond orebodies.
The Diamec 2 rig completed multiple holes at Midway, intersecting mineralization in several holes, between Lower Mahler and New Fold. The U6 completed holes at New Fold with favorable results and is currently testing extensions of the zone. The Diamec 1 rig was re-activated to test up-plunge on the Midway target. A third tracked rig, Diamec 3, has been commissioned to support rapid short range definition drilling ahead of stoping.
| Page 8 |
| TITAN MINING CORPORATION Management’s Discussion and Analysis For the Three and Nine Months Ended September 30, 2026, and 2025 (In thousands of US Dollars, unless otherwise indicated) |
Assay highlights from Q3-26 are pending and will be reported separately. Planned drilling continues to focus on Midway and New Fold with planning underway for additional exploration targets.
Surface Drilling – Kilbourne Graphite
Surface drilling during Q3-26 shifted from near mine to regional targets. Specifically, drilling was focused at the Bend zinc-graphite target and the Parish IOCG target. Exploration and delineation drilling concluded in Q2-26 while geotechnical and environmental work continues in support of the feasibility study.
Bend Target
A drill program was implemented during Q2-Q3 of 2026 at the Bend target to test down plunge of historical zinc intercepts and indications of associated graphite hosting lithologies. Zinc mineralization at Bend is associated with a southward plunging fold within an extension of the Balmat-Edwards marble belt. The drill program was designed to test whether zinc mineralization behaves according to a #4 style shear hosted system or a #2 style fold closure system. In addition to targeting zinc mineralization, results will help refine future drill targeting.
The same lithological package that hosts zinc mineralization at Bend also includes a graphitic, pyritic schist that is analogous to unit UM2 of the Balmat area, which hosts the Kilbourne graphite deposit. In addition to testing zinc mineralization, Bend drilling tested a near surface graphitic unit with a series of shallow holes. Samples have been submitted for assay with results pending.
Parish Target
Subsequent to drill testing of the Bend target, work shifted to the Parish target which is associated with a north-south trending, 14,000-foot-long magnetic high anomaly in granitic and mafic gneisses. Historical drilling by previous operators and 2025 drilling conducted by the Company revealed the presence of copper and gold mineralization associated with quartz veining in the gneisses. Earlier work targeted the northern end of the magnetic anomaly, providing valuable geochemical, lithological and alteration data. Q3-26 drilling work focused on the southern end of the magnetic anomaly and is expected to provide equally valuable data to assist in interpreting the broader target. Results from both areas will be subject to geochemical analyses aimed at vectoring into the source of mineralizing fluids and forming the basis for future drill planning.
FINANCIAL REVIEW
Revenue
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | |||||||||||||||||||
| Zinc concentrate sales | $ | 23,945 | $ | 17,762 | $ | 6,183 | $ | 71,440 | $ | 57,028 | $ | 14,412 | ||||||||||||
| Zinc concentrate provisional pricing adjustments | 589 | 765 | (176 | ) | 2,177 | (2,506 | ) | 4,683 | ||||||||||||||||
| Smelting and refining charges | (1,894 | ) | (1,752 | ) | (142 | ) | (5,677 | ) | (5,388 | ) | (289 | ) | ||||||||||||
| Revenue total | $ | 22,640 | $ | 16,775 | $ | 5,865 | $ | 67,940 | $ | 49,134 | $ | 18,806 | ||||||||||||
| Page 9 |
| TITAN MINING CORPORATION Management’s Discussion and Analysis For the Three and Nine Months Ended September 30, 2026, and 2025 (In thousands of US Dollars, unless otherwise indicated) |
During the three months ended September 30, 2026, revenue increased by $5,865 compared to the same period in 2025; this increase is mainly attributable to the combined effect of:
| ● | An increase in provisional zinc pricing of $0.45/lb (2026 average of $1.74/lb compared to $1.29/lb in 2025), which more than offset the impact of a slight decrease in concentrate sales volume (13.73 million pounds in 2026 compared to 13.81 million pounds in 2025), resulting in an overall increase in sales of $6,183; | |
| ● | a decrease in concentrate provisional pricing adjustment of $176 (2026 revenue of $589 vs. 2025 revenue of $765); and | |
| ● | a $142 increase in costs related to treatment charges, penalties and rollback credits. |
During the nine months ended September 30, 2026, revenues increased by $18,806 compared to the same period in 2025 primarily due to:
| ● | an increase in provisional pricing of $0.33/lb (2026 average of $1.59/lb vs. 2025 average of $1.26/lb) partially offset by a decrease in concentrate sales (2026 – 44.89 mlbs vs. 2025 – 45.42 mlbs), which resulted in a total increase in sales of $14,412; | |
| ● | an increase in concentrate provisional pricing adjustment of $4,683 (2026 revenue of $2,177 vs. 2025 loss of $2,506); and | |
| ● | a $289 increase in costs related to treatment charges, penalties and rollback credits. |
Cost of sales
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | |||||||||||||||||||
| Operating expenses | $ | 12,895 | $ | 11,376 | $ | (1,519 | ) | $ | 37,240 | $ | 34,360 | $ | (2,880 | ) | ||||||||||
| Transportation costs | 834 | 845 | 11 | 2,760 | 2,756 | (4 | ) | |||||||||||||||||
| Depreciation and depletion | 1,278 | 1,037 | (241 | ) | 3,571 | 4,084 | 513 | |||||||||||||||||
| Change of inventory | (40 | ) | - | 40 | (316 | ) | (19 | ) | 297 | |||||||||||||||
| Total | $ | 14,967 | $ | 13,258 | $ | (1,709 | ) | $ | 43,255 | $ | 41,181 | $ | (2,074 | ) | ||||||||||
Cost of goods sold for the three months ended September 30, 2026, increased by $1,709 compared to the same period in the prior year. The increase was primarily driven by higher operating expenses of $1,519 and a higher depreciation expense of $241. The increase in operating expenses was mainly attributable to higher labour costs of approximately $353, production supplies of $323 and maintenance costs of $440, reflecting increased activities and maintenance efforts to support production.
For the nine months ended September 30, 2026, cost of goods sold increased by $2,074 compared to the same period in 2025. The increase was primarily driven by higher operating expenses of $2,880, partially offset by lower depreciation and depletion of $513 and a favorable change in inventory of $297. Operating expenses increased mainly due to additional labour costs of approximately $1,049 and higher consumption of production supplies of $844, reflecting the increased operational and maintenance activities.
| Page 10 |
| TITAN MINING CORPORATION Management’s Discussion and Analysis For the Three and Nine Months Ended September 30, 2026, and 2025 (In thousands of US Dollars, unless otherwise indicated) |
Other expenses
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | |||||||||||||||||||
| G&A expenses: | ||||||||||||||||||||||||
| Salaries and benefits | 631 | 507 | (124 | ) | 1,922 | 1,487 | (435 | ) | ||||||||||||||||
| Share-based compensation | 215 | 232 | 17 | 535 | 419 | (116 | ) | |||||||||||||||||
| Office and administration | 447 | 145 | (302 | ) | 1,568 | 528 | (1,040 | ) | ||||||||||||||||
| Professional fees | 394 | 213 | (181 | ) | 1,928 | 514 | (1,414 | ) | ||||||||||||||||
| Other expenses | 70 | 32 | (38 | ) | 547 | 9 | (538 | ) | ||||||||||||||||
| Total | $ | 1,757 | $ | 1,129 | (628 | ) | $ | 6,500 | $ | 2,957 | $ | (3,543 | ) | |||||||||||
| Exploration and evaluation expenses: | ||||||||||||||||||||||||
| Salaries and benefits | 199 | 176 | (23 | ) | 597 | 508 | (89 | ) | ||||||||||||||||
| Assay and analyses | 64 | 63 | (1 | ) | 158 | 138 | (20 | ) | ||||||||||||||||
| Contractors and consultants | 742 | 452 | (290 | ) | 1,550 | 858 | (692 | ) | ||||||||||||||||
| Supplies | 22 | 38 | 16 | 66 | 83 | 17 | ||||||||||||||||||
| Other | 57 | 57 | - | 182 | 121 | (61 | ) | |||||||||||||||||
| Total | $ | 1,084 | $ | 786 | $ | (298 | ) | $ | 2,553 | $ | 1,708 | $ | (845 | ) | ||||||||||
General and administrative expenses increased by $628 for the three months ended September 30, 2026, compared to the same period in the prior year. The increase was primarily driven by higher office and administrative expenses of $302 and professional fees of $181. These increases were attributable to a higher level of corporate activities during the third quarter of 2026, which included increases in regulatory and filing fees and activities related to financing initiatives referred to in the capital management section of this MD&A.
General and administrative expenses increased by $3,543 for the nine months ended September 30, 2026, compared to the same period in the prior year. The increase was driven by the same underlying factors discussed for the three-month period, consisting mainly of higher professional fees of $1,414, office and administrative expenses of $1,040, salaries and benefits of $435, and investor relations expenses of $370.
Exploration expenses increased by $298 and $845 for the three and nine months ended September 30, 2026, respectively, compared to the corresponding periods in the prior year. The increases primarily reflect higher exploration activities, including underground and surface drilling to identify new zinc mineralization targets, and ongoing geological and geophysical work, as discussed in the Exploration section of this MD&A.
Graphite project expenses and graphite feasibility study costs increased by $4,290 and $11,357 for the three and nine months ended September 30, 2026, respectively, compared to the corresponding periods in the prior year. The increase reflects the advancement of Kilbourne, including feasibility study activities and supporting technical work.
| Page 11 |
| TITAN MINING CORPORATION Management’s Discussion and Analysis For the Three and Nine Months Ended September 30, 2026, and 2025 (In thousands of US Dollars, unless otherwise indicated) |
Other expenses (income)
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | |||||||||||||||||||
| Interest and other finance expenses | $ | 523 | $ | 723 | $ | 200 | $ | 1,555 | $ | 1,998 | $ | 443 | ||||||||||||
| Accretion expense | 96 | 83 | (13 | ) | 263 | 252 | (11 | ) | ||||||||||||||||
| Interest income | (96 | ) | (73 | ) | 23 | (285 | ) | (277 | ) | 8 | ||||||||||||||
| Foreign exchange loss (income) | 812 | (15 | ) | (827 | ) | 366 | (72 | ) | (438 | ) | ||||||||||||||
| Other expenses (income) | 263 | (92 | ) | (355 | ) | 218 | (144 | ) | (362 | ) | ||||||||||||||
| Loss (gain) on derivative financial instrument | 1,103 | - | (1,103 | ) | 11,596 | - | (11,596 | ) | ||||||||||||||||
| Gain on loan modification | - | 16 | 16 | - | (322 | ) | (322 | ) | ||||||||||||||||
| Total | $ | 2,701 | $ | 642 | $ | (2,059 | ) | $ | 13,713 | $ | 1,435 | $ | (12,278 | ) | ||||||||||
Other expenses (income) increased by $2,059 and $12,278 for the three and nine months ended September 30, 2026, respectively, compared to the corresponding periods in the prior year. The changes were primarily attributable to the non-cash fair value remeasurement of the special warrant derivative financial instrument. These adjustments reflect changes in the estimated fair value of the derivative financial instrument and do not affect the Company’s cash flows. For additional information, refer to the note “Derivative financial instrument – special warrants” in the Company’s condensed consolidated interim financial statements for the three and nine months ended September 30, 2026.
LIQUIDITY AND CAPITAL RESOURCES
Management believes that its current available liquidity, cash flows and overall financial condition are sufficient to support operations and meet debt service and other contractual obligations over the next 12 months. As at September 30, 2026, the Company had available liquidity of $28,626 and working capital surplus of $18,335.
The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the development and exploration of its mineral properties and to maintain a flexible capital structure, which optimizes the costs of capital to an acceptable risk.
The capital structure of the Company currently consists of Common Shares and debt financing. The Company reviews its capital structure regularly and makes adjustments in response to economic conditions, its expected funding requirements and risk characteristics of its assets.
Beyond the near term, the Company may need additional financing to fund its debt obligations, studies and potential construction of the Kilbourne project. As previously announced, the Company has received financing interest of up to $120 million from EXIM for construction of the Company’s Kilbourne project. In addition, during January 2026 the Company 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 $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.
| Page 12 |
| TITAN MINING CORPORATION Management’s Discussion and Analysis For the Three and Nine Months Ended September 30, 2026, and 2025 (In thousands of US Dollars, unless otherwise indicated) |
Cash Flows
| Nine months ended September 30, | ||||||||||||
| 2026 | 2025 | Change | ||||||||||
| Operating cash flows before changes in working capital | $ | 7,844 | $ | 7,200 | $ | 644 | ||||||
| Changes in working capital | (6,154 | ) | (155 | ) | (5,999 | ) | ||||||
| Net cash flows generated by (used in) operating activities | 1,690 | 7,045 | (5,355 | ) | ||||||||
| Net cash flows generated by (used in) financing activities | 2,868 | (3,896 | ) | 6,764 | ||||||||
| Net cash flows generated by (used in) investing activities | (5,218 | ) | (9,027 | ) | 3,809 | |||||||
| $ | (660 | ) | $ | (5,878 | ) | $ | 5,218 | |||||
Operating cash flow before changes in working capital was higher during the nine months ended September 30, 2026 by $644 compared to the same period in the prior year. This is mainly attributable to the combined effect of a higher income from mine operations of $16,732 net of higher graphite project and feasibility expenses of $11,357, higher exploration and evaluation expenses of $863 and higher general and administrative expenses of $3,543.
Net cash flows from financing activities during the nine months ended September 30, 2026, were $6,764 higher compared to the same period in 2025, primarily due to the combined effect of $1,974 in proceeds from the issuance and sale of shares under the Company’s “at-the-market” equity program and net borrowings under the EXIM facilities exceeding debt repayments by $4,930, partially offset by $168 in lower proceeds from options exercised.
Debt
Equipment Facility
On December 31, 2024, the Company entered into an equipment facility loan agreement (“Equipment Facility”), to purchase certain capital equipment for use at the Company’s ESM, up to a combined maximum amount of $4,800. The Equipment Facility bears interest on a monthly basis using the SOFR plus 2%, with interest payable monthly. The maturity date of the Equipment Facility is May 31, 2027. Principal payments are payable in equal monthly installments from the date of each advance over the remaining term of the Equipment Facility.
As at September 30, 2026, the Company had drawn down $4,732 and had made principal payments totaling $3,100 for a balance outstanding of $1,632.
Local development agencies
On May 16, 2025, the Company entered into loan agreements with two different development agencies: Development Authority of the North County for $500 and the St. Lawrence County Industrial Development Agency for $1,500, with the purpose of acquiring equipment for its commercial demonstration facility related to the development of its natural flake graphite project.
The loan agreements have a 10-year term with a maturity date on September 1, 2035. Under the terms of the agreements the Company is required to make interest-only payment for the first three months following the initial draw and subsequent payments of principal plus interest for the remaining duration of the loan. The loans bear interest at an annual rate of 4.75% and are secured by the equipment purchased for this project.
EXIM Facility
On July 21, 2025, the Company’s wholly owned subsidiary, Empire State Mines, LLC (“ESM”), entered into a credit agreement with EXIM for a secured term loan facility (the “EXIM Facility”) of up to $15,800 (“Tranche 1”). Proceeds from the EXIM Facility will be used to reimburse capital expenditures previously incurred at ESM in respect of the zinc operations and to support ongoing infrastructure and zinc production expansion initiatives at ESM.
| Page 13 |
| TITAN MINING CORPORATION Management’s Discussion and Analysis For the Three and Nine Months Ended September 30, 2026, and 2025 (In thousands of US Dollars, unless otherwise indicated) |
On December 23, 2025, ESM entered into the first amendment to the EXIM Facility, adding a second tranche (“Tranche 2”) of up to $5,500 to accelerate the resource drilling, metallurgical test work, and engineering programs required to complete the Kilbourne Feasibility Study.
As at September 30, 2026, the Company had drawn down $6,726 under Tranche 1 and $2,017 under Tranche 2. The Company had also submitted a request to draw the remaining available balance under Tranche 2, and the funds were received subsequent to quarter-end. As at September 30, 2026, the undrawn balances under Tranche 1 and Tranche 2 were $9,062 and $3,457, respectively.
Related Party Loan
On February 9, 2024 and April 10, 2024, the Company was loaned $5,000 and $10,000, respectively, by a company controlled by Titan’s Executive Chairman of which proceeds were used to settle principal payments owing on the Credit Facility with National Bank of Canada. An additional $1,500 was loaned to the Company by the same related party, to assist with funding of the Company’s cash deposit to be held by Glencore Ltd., as a part of the Company’s fixed price zinc contract, such that the Company would remain compliant with the Company’s minimum unrestricted cash balance as required by the financial covenants of the Credit Facility.
On July 21, 2025, the Company agreed to the following commercial terms with the related party:
| ● | The Related Party Loan bears interest at 8% per annum beginning on July 21, 2025, with interest capitalized until December 31, 2025, and payable monthly in cash thereafter. | |
| ● | Principal repayments are scheduled as follows: |
| ● | $7,500 on December 31, 2026; | |
| ● | $5,000 on December 31, 2027; and | |
| ● | $4,000 plus $601 of capitalized interest on December 31, 2028. |
As at September 30, 2026 and the date of this MD&A, the Company was in compliance with all financial covenants related to the EXIM Facility and Related Party Loan.
Private Placement
As previously disclosed in the Company’s audited financial statements as at December 31, 2025 and its MD&A for the year then ended, the Company completed a private placement of Special Warrants in December 2025 for aggregate gross proceeds of $15 million. On February 4, 2026, these Special Warrants were converted into 6,666,666 Common Shares and associated Warrants in accordance with their terms. Each Warrant is 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.
A tabular comparison of the Company’s previously disclosed use of proceeds for the Private Placement (after deducting the cash commission of $600 paid to the placement agent for the Private Placement) as compared to actual use of proceeds as at September 30, 2026 is set out below.
| Page 14 |
| TITAN MINING CORPORATION Management’s Discussion and Analysis For the Three and Nine Months Ended September 30, 2026, and 2025 (In thousands of US Dollars, unless otherwise indicated) |
| Use of Proceeds | Disclosed Use of Proceeds | Actual Use of Proceeds | ||||||
| Resource Drilling, Modeling and Estimate | $ | 1,842 | $ | 717 | ||||
| Geotechnical and Hydrogeology Drilling and Modeling | 6,074 | 1,689 | ||||||
| Metallurgical Testwork | 385 | 52 | ||||||
| Permitting | 373 | 1,194 | ||||||
| Engineering Studies (mine planning, infrastructure, process design, water management and closure) | 3,805 | 6,075 | ||||||
| Transformation Plant, additional test work and project management | - | - | ||||||
| Studies Cost | $ | 12,479 | $ | 9,727 | ||||
| General Corporate and Working Capital (including Private Placement expenses) | 1,921 | 365 | ||||||
| TOTAL | $ | 14,400 | $ | 10,092 | ||||
ATM Program
The Company has 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 $50 million 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.
In Q2 2026, the Company issued 520,000 Common Shares under its ATM program for net proceeds of $1,974. The ATM Program provides the Company with the flexibility to issue Common Shares from time to time, at prevailing market prices, subject to applicable securities laws and the terms of the ATM distribution agreement. Additional information regarding the ATM Program is provided in the Capital Management section of this MD&A.
Contractual obligations and commitments
The Company’s contractual obligations and commitments as at September 30, 2026 and their approximate timing of payment are as follows:
| < 1 year | 1 - 3 years | 4 – 5 years | >5 years | Total | ||||||||||||||||
| Accounts payable and accrued liabilities | $ | 9,032 | - | - | - | 9,032 | ||||||||||||||
| Debt and related party loans | ||||||||||||||||||||
| Repayment of principal | 9,297 | 13,090 | 3,893 | 2,999 | 29,279 | |||||||||||||||
| Repayment of interest | 1,523 | 1,456 | 504 | 166 | 3,649 | |||||||||||||||
| Leases | 110 | 19 | - | - | 129 | |||||||||||||||
| Capital purchase commitments | 4,559 | - | - | - | 4,559 | |||||||||||||||
| Non-capital purchase commitments | 10,907 | - | - | - | 10,907 | |||||||||||||||
| Reclamation and remediation | - | - | - | 16,819 | 16,819 | |||||||||||||||
| $ | 35,428 | $ | 14,565 | $ | 4,397 | $ | 19,984 | $ | 74,374 | |||||||||||
Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements.
| Page 15 |
| TITAN MINING CORPORATION Management’s Discussion and Analysis For the Three and Nine Months Ended September 30, 2026, and 2025 (In thousands of US Dollars, unless otherwise indicated) |
Outstanding Securities
As of the date of this MD&A, the Company had 99,027,692 Common Shares issued, 10,666,666 warrants and 7,960,558 options outstanding. As of the date of this MD&A, the Company has issued 520,000 shares under its ATM equity program.
FINANCIAL INSTRUMENTS
Carrying amount versus fair value
Set out below is a comparison by class of the carrying amounts and fair value of the Company’s financial instruments, other than those whose carrying amounts are a reasonable approximation of fair value:
| September 30, 2026 | December 31, 2025 | |||||||||||||||
Carrying amount | Fair value | Carrying amount | Fair value | |||||||||||||
| Financial liabilities | ||||||||||||||||
| Lease liabilities | $ | 129 | $ | 129 | $ | 227 | $ | 227 | ||||||||
| Debt | $ | 11,395 | $ | 11,395 | $ | 9,109 | $ | 9,109 | ||||||||
| Related party loan | $ | 17,077 | $ | 17,077 | $ | 17,055 | $ | 17,055 | ||||||||
| Derivative financial instruments – special warrant | $ | - | $ | - | $ | 20,717 | $ | 20,717 | ||||||||
| Derivative financial instruments - warrants | $ | 4,446 | $ | 4,446 | $ | - | $ | - | ||||||||
Management assessed that the fair values of cash and cash equivalents, other current assets, other receivables and accounts payable approximate their carrying amounts due to the short-term maturities of these instruments. Trade receivables subject to provisional pricing are already carried at fair value.
Fair values of the Company’s lease liabilities, debt, and related party loan are determined by using discounted cash flow models that use discount rates that reflect the issuer’s borrowing rate as at the end of the reporting period.
The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used to measure fair value.
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 inputs are quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, inputs other than quoted prices that are observable for the asset or liability (interest rate, yield curves), or inputs that are derived principally from or corroborated observable market data or other means.
Level 3 inputs are unobservable (supported by little or no market activity). The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs
All financial instruments measured at fair value use Level 2 valuation techniques, except for the fair value of the derivative financial instrument – special warrant and the derivative financial instruments – warrants which use a Level 3 valuation technique.
There have been no transfers between fair value levels during the reporting period.
RELATED PARTY TRANSACTIONS
Management company (Manco)
On October 26, 2020, the Company entered into an arrangement to share office space, equipment, personnel, consultants and various services with other companies related by virtue of certain directors and management in common. These related parties include Highlander Silver Corp. and Armor Minerals Inc. A management company equally owned by each company party to the arrangement pays for these shared expenses as agent for the Company and the other companies. These costs incurred by the management company as agent are allocated and funded by the shareholders of the management company based on time incurred and use of services and goods.
| Page 16 |
| TITAN MINING CORPORATION Management’s Discussion and Analysis For the Three and Nine Months Ended September 30, 2026, and 2025 (In thousands of US Dollars, unless otherwise indicated) |
The management company recovers its costs incurred in managing expenses and procuring goods and services on behalf of the Company without a markup. If the Company’s participation in the arrangement is terminated, the Company will be obligated to pay its share of the rent payments for the remaining term of the office space rental agreement. The Company’s obligation for future rental payments as of September 30, 2026 was approximately $137 (December 31, 2025 - C$340) over the course of the remaining term of the office space lease.
The Company was charged for the following with respect to this arrangement during the three and nine months ended September 30, 2026 and 2025:
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | |||||||||||||||||||
| Salaries and benefits | $ | 219 | $ | 129 | $ | 90 | $ | 626 | $ | 323 | $ | 303 | ||||||||||||
| Office and other | 74 | 53 | 21 | 230 | 131 | 99 | ||||||||||||||||||
| Marketing and travel | 5 | 4 | 1 | 16 | 10 | 6 | ||||||||||||||||||
| Total | $ | 298 | $ | 186 | $ | 112 | $ | 872 | $ | 464 | $ | 408 | ||||||||||||
Key management personnel compensation
Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company, and comprises the Company’s Executive Chairman, President and Chief Executive Officer, Chief Financial Officer and Directors.
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | |||||||||||||||||||
| Salaries and benefits | $ | 132 | $ | 130 | $ | 2 | $ | 368 | $ | 375 | $ | (7 | ) | |||||||||||
| Consulting fees | 263 | 158 | 105 | 633 | 467 | 166 | ||||||||||||||||||
| Share-based compensation | 210 | 221 | (11 | ) | 474 | 393 | 81 | |||||||||||||||||
| Directors’ fees | 55 | 55 | - | 164 | 164 | - | ||||||||||||||||||
| Total | $ | 660 | $ | 564 | $ | 96 | $ | 1,639 | $ | 1,399 | $ | 240 | ||||||||||||
The following amounts were outstanding as at September 30, 2026 and December 31, 2025, and are included in accounts payable and accrued liabilities:
| As at September 30, 2026 | As at December 31, 2025 | |||||||
| Salaries and benefits payable | $ | 388 | $ | 659 | ||||
| Consulting fees payable | - | 377 | ||||||
| $ | 388 | $ | 1,036 | |||||
| Page 17 |
| TITAN MINING CORPORATION Management’s Discussion and Analysis For the Three and Nine Months Ended September 30, 2026, and 2025 (In thousands of US Dollars, unless otherwise indicated) |
ACCOUNTING CHANGES AND CRITICAL ESTIMATES
| a) | Adoption of new standards |
Amendments to IFRS 9, Financial instruments, and IFRS 7, Financial instruments: Disclosures
In May 2024, the IASB issued amendments to update the classification and measurement requirements in IFRS 9 and related disclosure requirements in IFRS 7 as follows:
| ● | Clarified the recognition and derecognition date of certain financial assets and liabilities and amended the requirements related to settling financial liabilities using an electronic payment system. | |
| ● | Clarified how to assess the contractual cash flow characteristics of financial assets in determining whether they meet the solely payments of principal and interest criteria. | |
| ● | New disclosures for certain instruments with contractual terms that can change cash flows (including instruments with features linked to environmental, social and corporate governance targets). | |
| ● | Additional disclosure requirements for financial instruments with contingent features that do not relate directly to basic lending risks and costs. | |
| ● | Amended disclosures relating to equity instruments designated at fair value through other comprehensive income. |
Effective January 1, 2026, the Company adopted the amendments to IFRS 9, Financial Instruments, and IFRS 7, Financial Instruments: Disclosures. The adoption of these amendments did not have a material impact on the Company’s condensed consolidated interim financial statements.
| b) | Standards issued but not yet adopted |
IFRS 18, Presentation and disclosure in financial statements
In April 2024, the IASB issued IFRS 18, Presentation and disclosure in financial statements (“IFRS 18”), which replaces IAS 1, Presentation of financial statements. IFRS 18 introduces a specified structure for the statement of income by requiring income and expenses to be classified into three new defined categories (operating, investing and financing), in addition to income taxes and discontinued operations categories, and by requiring the presentation of certain defined totals and subtotals. Where company-specific measures related to income statement disclosure are provided (“management-defined performance measures”), such as certain non-GAAP measures, IFRS 18 requires additional disclosure around those management-defined performance measures in the financial statements. IFRS 18 also provides additional guidance on principles of aggregation and disaggregation which apply to the primary financial statements and the notes. IFRS 18 does not affect the recognition and measurement of items in the financial statements, nor does it affect which items are classified in other comprehensive income and how these items are classified.
IFRS 18 is effective for annual reporting periods beginning on or after January 1, 2027, with earlier application permitted, and is applied retrospectively, with comparative information restated. IFRS 18 also introduces consequential amendments to IAS 34, Interim Financial Reporting, and IAS 7, Statement of Cash Flows. The Company has not early adopted IFRS 18 and will apply it for the first time in its condensed interim consolidated financial statements for the three months ending March 31, 2027. In those condensed interim consolidated financial statements, the Company will be required to present the subtotals required by IFRS 18, and to disclose, for the comparative periods, a reconciliation of each line item in the statement of income between the amounts restated under IFRS 18 and the amounts previously reported under IAS 1.
| c) | Estimates and judgments |
The preparation of consolidated financial statements in accordance with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the year. Actual outcomes could differ from these estimates. These consolidated financial statements include estimates which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the financial statements and may require accounting adjustments. Revisions to accounting estimates are recognized in the period in which the estimate is revised and future years if the revision affects both current and future years.
| Page 18 |
| TITAN MINING CORPORATION Management’s Discussion and Analysis For the Three and Nine Months Ended September 30, 2026, and 2025 (In thousands of US Dollars, unless otherwise indicated) |
These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Significant assumptions and judgments about the future and other sources of estimation uncertainty that management has made at the end of the reporting period, which could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to the following areas:
| ● | Estimated mineral resources; | |
| ● | Revenue recognition; | |
| ● | Reclamation and remediation provision; | |
| ● | Impairment; | |
| ● | Fair value measurement; | |
| ● | Determination of useful life of assets for depreciation purposes; | |
| ● | Classification of warrants; and | |
| ● | Taxation. |
See note 5 of our 2025 annual audited consolidated financial statements for a detailed discussion of these accounting estimates and judgments.
DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROL OVER FINANCIAL REPORTING
The Company’s management, under the supervision of the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), have designed disclosure controls and procedures (“DC&P”) and internal control over financial reporting (“ICFR”), as defined in National Instrument 52-109, Certification of Disclosure in Issuers’ Annual and Interim Filings, based on the 2013 control framework developed by the Committee of Sponsoring Organizations of the Treadway Commission.
The DC&P have been designed to provide reasonable assurance that material information relating to the Company is made known to the CEO and CFO, particularly during the period in which the interim filings are prepared and the information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified. The ICFR has been designed to provide reasonable assurance regarding the reliability of financial reporting for external purposes in accordance with international financial reporting standards. Due to the inherent limitations associated with any such controls and procedures, management recognizes that, no matter how well designed, they may not prevent or detect misstatements on a timely basis.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
NI 52-109 also requires Canadian public companies to disclose any changes in ICFR during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, ICFR. No material changes were made to internal controls during the three months ended September 30, 2026.
| Page 19 |
| TITAN MINING CORPORATION Management’s Discussion and Analysis For the Three and Nine Months Ended September 30, 2026, and 2025 (In thousands of US Dollars, unless otherwise indicated) |
NOTES TO READER
Cautionary note regarding forward-looking information
Certain information contained in this document constitutes forward-looking statements. All statements, other than statements of historical facts, are forward looking statements, including but not limited to that Titan believes that the district surrounding ESM remains underexplored despite the long operating history of ESM; the nature, extent, location and timing of future exploration and testing at ESM; that testing at targets prioritized for surface sampling, mapping and drilling occurs as scheduled, if at all; production guidance; the nature, timing, costs and results of the Kilbourne Project feasibility study; that the Kilbourne Project will move to commercial production; timing of a construction decision for Kilbourne; a finalized commitment package of $120 million from EXIM would potentially represent a substantial portion of the projected capital required to construct the Kilbourne Project, providing a clear path to development that leverages federal partnership support and Titan’s strong operating cash flow from its ESM zinc operations; anticipated head grade; anticipated zones that will be mined, and timing of such mining; that the Company continues to examine various financing options to bolster the Company’s treasury; the Company anticipates having sufficient cash to execute the Company’s operational business plan and achieve its objectives in the short term; beyond 12 months from reporting date, the Company may need additional financing to fund its debt obligations, studies and potential construction of Kilbourne; anticipated recommencement of mining at N2D, and timing and results therefrom; the Company is focused on discovering and developing additional high-grade, low-cost mineral resources to feed the mill at ESM; ESM’s #4 mine is connected to its #2 mine, and there is potential for significant mineral resource expansion which is expected to support production growth; and exploration results indicating further potential mineral resource growth; timing for release of an updated zinc life of mine plan; future evaluation and results of germanium within the ESM complex; timing and results of strategic capital projects, the Company’s mobile equipment fleet; production hoist modernization project, ongoing work at the Company’s graphite demonstration plant, general equipment replacement and circuit enhancement. Forward-looking statements are often, but not always, identified by the use of words such as may, will, seek, anticipate, believe, plan, estimate, budget, schedule, forecast, project, expect, intend, or similar expressions.
The Company cautions readers that forward-looking statements involve and are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to differ materially from those expressed in or implied by such forward looking statements and forward-looking statements are not guarantees of future results, performance or achievement. These risks, uncertainties and factors include risks related to general business, economic, competitive, political, regulatory and social uncertainties; actual results of exploration activities and economic evaluations being different than modelled; fluctuations in currency exchange rates; changes in project parameters; changes in costs, including labour, infrastructure, operating and production costs in respect of both the Company’s zinc and graphite operations; future prices of zinc, graphite and other minerals; variations of mineral grade or recovery rates; operating or technical difficulties in connection with exploration, development or mining activities, including the failure of plant, equipment or processes to operate as anticipated in respect of both the Company’s zinc and graphite operations; delays in completion of exploration, development or construction activities in respect of both the Company’s zinc and graphite operations; changes in government legislation and regulation; the ability to maintain and renew existing licenses and permits or obtain required licenses and permits in a timely manner; the ability to obtain financing on acceptable terms in a timely manner; contests over title to properties; employee relations and shortages of skilled personnel and contractors; the speculative nature of, and the risks involved in, the exploration, development and mining business; and the factors discussed in the section entitled “Risks Factors” in the Company’s most recent annual information form filed on SEDAR+. Although the Company has attempted to identify important risks, uncertainties and other factors that could cause actual performance, achievements, actions, events, results or conditions to differ materially from those expressed in or implied by the forward-looking information, there may be other risks, uncertainties and other factors that cause performance, achievements, actions, events, results or conditions to differ from those anticipated, estimated or intended.
| Page 20 |
| TITAN MINING CORPORATION Management’s Discussion and Analysis For the Three and Nine Months Ended September 30, 2026, and 2025 (In thousands of US Dollars, unless otherwise indicated) |
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 in respect of both the Company’s zinc and graphite operations; our expectations regarding mining and metallurgical recoveries in respect of both the Company’s zinc and graphite operations; mine life and production rates in respect of both the Company’s zinc and graphite operations; that laws or regulations impacting mining activities will remain consistent; our approved business plans; our mineral resource estimates and results of the Feasibility Study; 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 entering into a binding agreement in respect of the $120 million financing package with EXIM; 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.
Unless otherwise indicated, forward-looking statements contained herein are as of the date hereof and the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise, except as required by applicable law.
Risk Factors
The Company’s activities and related results are subject to a number of different risks at any given time. Exploration and development of mineral resources involves a high degree of risk. A summary of the Company’s financial instruments risk exposure is provided in the Financial Instruments section of the Company’s 2025 Annual Financial Statements. For a comprehensive list of other risks and uncertainties affecting our business, please refer to the section entitled “Risk Factors” in both our most recent Annual Information Form and Annual MD&A, which are available on www.sedarplus.com.
Qualified Person
The technical and scientific information in this MD&A is based on the technical report titled “Empire State Mines 2025 NI 43-101 Technical Report” with an effective date of December 1, 2025, filed on SEDAR+ at www.sedarplus.ca on December 15, 2025, and prepared by Donald R. Taylor, MSc, PG; Todd McCracken, P. Geo.; Bahareh Asi, P. Eng., David Willock, P. Eng.; Deepak Malhotra, SME Registered Member; Oliver Peters, MSc, P.Eng.; Derick de Wit, FAusIMM; and Steven M. Trader, PG, CPG, each of whom is a “Qualified Person” as defined by NI 43-101. All are independent of Titan, other than Mr. Donald Taylor, who is Vice Chair of the Company.
NON-GAAP PERFORMANCE MEASURES
This document includes non-GAAP performance measures, discussed below, that do not have a standardized meaning prescribed by IFRS. The performance measures may not be comparable to similar measures reported by other issuers. The Company believes that these performance measures are commonly used by certain investors, in conjunction with conventional GAAP measures, to enhance their understanding of the Company’s performance. The Company uses these performance measures extensively in internal decision-making processes, including to assess how well ESM is performing and to assist in the assessment of the overall efficiency and effectiveness of the mine site management team. The tables below provide a reconciliation of these non-GAAP measures to the most directly comparable IFRS measures as contained within the Company’s issued financial statements.
C1 cash cost per payable pound sold
C1 cash cost is a non-GAAP measure. C1 cash cost represents the cash cost incurred at each processing stage, from mining through to recoverable metal delivered to customers, including mine site operating and general and administrative costs, freight, treatment and refining charges.
The C1 cash cost per payable pound sold is calculated by dividing the total C1 cash costs by payable pounds of metal sold.
| Page 21 |
| TITAN MINING CORPORATION Management’s Discussion and Analysis For the Three and Nine Months Ended September 30, 2026, and 2025 (In thousands of US Dollars, unless otherwise indicated) |
All-In Sustaining Cost (AISC)
AISC measures the estimated cash costs to produce a pound of payable zinc plus the estimated capital sustaining costs to maintain the mine and mill. This measure includes the C1 cash cost and capital sustaining costs divided by pounds of payable zinc sold. AISC does not include share-based compensation, depreciation, depletion, amortization, reclamation and exploration expenses.
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||
| Total | Per pound | Total | Per pound | Total | Per pound | Total | Per pound | |||||||||||||||||||||||||
| Pounds of payable zinc sold (millions) | - | 13.73 | - | 13.81 | - | 44.89 | - | 45.42 | ||||||||||||||||||||||||
| Cost of sales(1) | $ | 13,618 | $ | 0.99 | $ | 12,188 | $ | 0.88 | $ | 39,484 | $ | 0.88 | $ | 37,059 | $ | 0.82 | ||||||||||||||||
| Smelting and refining costs | $ | 1,895 | $ | 0.14 | $ | 1,752 | $ | 0.13 | $ | 5,676 | $ | 0.13 | $ | 5,388 | $ | 0.12 | ||||||||||||||||
| Total C1 cash cost | $ | 15,513 | $ | 1.13 | $ | 13,940 | $ | 1.01 | $ | 45,160 | $ | 1.01 | $ | 42,447 | $ | 0.93 | ||||||||||||||||
| Sustaining capital expenditures | $ | 1,910 | $ | 0.14 | $ | 1,663 | $ | 0.12 | $ | 3,674 | $ | 0.08 | $ | 2,410 | $ | 0.05 | ||||||||||||||||
| AISC | $ | 17,423 | $ | 1.27 | $ | 15,603 | $ | 1.13 | $ | 48,834 | $ | 1.09 | $ | 44,857 | $ | 0.99 | ||||||||||||||||
| (1) | Cost of sales excluding depreciation and share-based compensation, as these items are non-cash in nature. |
Sustaining capital expenditures are defined as those expenditures which do not increase payable mineral production at a mine site and excludes all expenditures at the Company’s projects and certain expenditures at the Company’s operating sites which are deemed expansionary in nature. Expansionary capital expenditures are expenditures that are deemed expansionary in nature. The following table reconciles sustaining capital expenditures and expansionary capital expenditures to the Company’s additions to mineral, properties, plant and equipment (or total capital expenditures):
| Nine months ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| Sustaining capital expenditures | $ | 3,674 | $ | 2,410 | ||||
| Expansionary capital expenditures | 1,798 | 6,840 | ||||||
| Additions to mineral properties, plant and equipment | $ | 5,472 | $ | 9,250 | ||||
Available Liquidity
Available liquidity is calculated as the sum of cash and cash equivalents and undrawn debt facilities, net of exposure fees.
| As at September 30, 2026 | As at December 31, 2025 | |||||||
| Cash and cash equivalents | $ | 16,824 | $ | 17,484 | ||||
| Undrawn portion of debt facilities | $ | 12,519 | $ | 16,700 | ||||
| Less: exposure fees | (717 | ) | (957 | ) | ||||
| Available liquidity | $ | 28,626 | $ | 33,227 | ||||
| Page 22 |
| TITAN MINING CORPORATION Management’s Discussion and Analysis For the Three and Nine Months Ended September 30, 2026, and 2025 (In thousands of US Dollars, unless otherwise indicated) |
Net Debt
Net debt is calculated as the sum of the current and non-current portions of long-term debt, net of the cash and cash equivalent balance as at the balance sheet date. A reconciliation of net debt is provided below.
| As at September 30, 2026 | As at December 31, 2025 | |||||||
| Current portion of debt and related party loans | $ | 9,414 | $ | 23,387 | ||||
| Non-current portion of debt and related party loans | 19,058 | 2,777 | ||||||
| Total debt | $ | 28,472 | $ | 26,164 | ||||
| Less: Cash and cash equivalents | (16,824 | ) | (17,484 | ) | ||||
| Net debt | $ | 11,648 | $ | 8,680 | ||||
EBITDA and Adjusted EBITDA
EBITDA and Adjusted EBITDA are non-GAAP financial measures that do not have a standardized meaning prescribed by IFRS and may not be comparable to similarly titled measures used by other issuers. These measures should not be considered in isolation or as a substitute for financial information prepared in accordance with IFRS. The Company presents EBITDA and Adjusted EBITDA because management believes that, in addition to conventional measures prepared in accordance with IFRS, certain investors and other stakeholders use these measures to evaluate the Company’s operating performance and its ability to generate cash flows and service its debt obligations.
EBITDA is defined as net income (loss) before interest expense (net of interest income), income tax expense, depreciation, depletion, and amortization.
Adjusted EBITDA is defined as EBITDA further adjusted to exclude items that are significant in amount but not reflective of the underlying operating performance of the Company, including: (i) graphite project expenses; (ii) graphite feasibility study expenses; (iii) germanium project expenses, (iv) fair value changes on derivative-classified warrants (being the Special Warrants issued in December 2025 and the resulting Class A and Class B Warrants); (v) foreign exchange gains and losses; (vi) Special Warrant issuance costs; (vii) non-cash stock-based compensation expense; (viii) impairments; (ix) gains and losses on disposals of assets and (x) non-cash gains and losses on loan modifications.
In particular, the Company excludes expenses related to the graphite demonstration facility and the graphite feasibility study because both adjustments are growth projects and not indicative of the underlying operating performance. Additionally, fair value changes on derivative-classified warrants are excluded because such adjustments are: (i) entirely non-cash; (ii) a mandatory consequence of IFRS accounting requirements applicable to equity instruments denominated in a currency other than the Company’s Canadian dollar functional currency, rather than a reflection of any change in the Company’s operating performance or financial condition; and (iii) not expected to affect the Company’s future cash flows, as the amount of cash received or receivable by the Company in connection with these instruments is fixed at the original subscription price ($15 million) and, in the case of warrant exercises, at the fixed exercise prices of $3.04 per share (Class A) and $3.71 per share (Class B).
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net income (loss) before tax | $ | (3,057 | ) | $ | 80 | $ | (10,336 | ) | $ | 973 | ||||||
| Depreciation and depletion of mineral property, plant and equipment | 1,278 | 1,037 | 3,571 | 4,084 | ||||||||||||
| Depreciation of right-of-use assets | 34 | 23 | 74 | 57 | ||||||||||||
| Interest and other finance expenses | 523 | 659 | 1,555 | 1,682 | ||||||||||||
| Interest income | (96 | ) | (73 | ) | (285 | ) | (277 | ) | ||||||||
| Accretion expense | 96 | 83 | 263 | 252 | ||||||||||||
| EBITDA | (1,222 | ) | 1,809 | (5,158 | ) | 6,771 | ||||||||||
| Graphite project expenses | 734 | 880 | 2,510 | 880 | ||||||||||||
| Graphite feasibility study | 4,436 | - | 9,727 | - | ||||||||||||
| Germanium project expenses | 18 | - | 18 | - | ||||||||||||
| Stock-based compensation | 285 | 252 | 733 | 457 | ||||||||||||
| Foreign exchange (gain) loss | 812 | (15 | ) | 366 | (72 | ) | ||||||||||
| Loss (gain) on fair value of derivative financial instruments | 1,103 | - | 11,596 | - | ||||||||||||
| Adjusted EBITDA | $ | 6,166 | $ | 2,926 | $ | 19,792 | $ | 8,036 | ||||||||
| Page 23 |
Exhibit 99.3
Form 52-109F2
Certification of Interim Filings
Full Certificate
I, Rita Adiani, Chief Executive Officer of Titan Mining Corporation, certify the following:
| 1. | Review: I have reviewed the interim financial report and interim Management’s Discussion and Analysis (“MD&A”) (together, the “interim filings”) of Titan Mining Corporation (the “issuer”) for the interim period ended September 30, 2026. |
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
| 4. | Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer. |
| 5. | Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings |
| (a) | designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that: |
| (i) | material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and |
| (ii) | information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation. |
| (b) | designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
| 5.1 | Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework (2013) published by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). |
| 5.2 | ICFR – material weakness relating to design: N/A |
| 5.3 | Limitation on scope of design: N/A |
| 6. | Reporting of changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2026 and ended on September 30, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
Date: November 10, 2026
| /s/ Rita Adiani | |
| Rita Adiani | |
| Chief Executive Officer |
Exhibit 99.4
Form 52-109F2
Certification of Interim Filings
Full Certificate
I, Richard Pozzebon, Chief Financial Officer of Titan Mining Corporation, certify the following:
| 1. | Review: I have reviewed the interim financial report and interim Management’s Discussion and Analysis (“MD&A”) (together, the “interim filings”) of Titan Mining Corporation. (the “issuer”) for the interim period ended September 30, 2026. |
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
| 4. | Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer. |
| 5. | Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings |
| (a) | designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that: |
| (i) | material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and |
| (ii) | information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation. |
| (b) | designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
| 5.1 | Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework (2013) published by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). |
| 5.2 | ICFR – material weakness relating to design: N/A |
| 5.3 | Limitation on scope of design: N/A |
| 6. | Reporting of changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2026, and ended on September 30, 2026, that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
Date: November 10, 2026
| /s/ Richard Pozzebon | |
| Richard Pozzebon | |
| Chief Financial Officer |
Filing Exhibits & Attachments
4 documentsPress Releases
- EX-99.1 CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTH 840.5 KB
- EX-99.2 MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE AND NINE MONTHS ENDED SEPTEMB 384.2 KB
- EX-99.3 CEO CERTIFICATION OF INTERIM FILINGS DATED NOVEMBER 10, 2026 10.2 KB
- EX-99.4 CFO CERTIFICATION OF INTERIM FILINGS DATED NOVEMBER 10, 2026 10.2 KB