Titan Mining (TII) adds excess cash debt repayment to credit deal

Rhea-AI Filing Summary

Titan Mining Corporation filed a 6-K that includes a First Amendment to its Credit Agreement with Augusta Investments Inc.. The amendment adds a cash-sweep covenant: if on June 30 or December 31 of any year Titan’s cash balance exceeds USD $50,000,000 due to one or more external equity or debt financings, the company must use the excess cash to repay outstanding indebtedness.

The excess amount above USD $50,000,000 must be applied to debt repayment promptly and no later than five business days after the measurement date. The amendment is signed by Titan as borrower, several subsidiaries as guarantors, and Augusta as lender.

Form 6-K: How Foreign Companies Report to the SEC →

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 January 2026

Commission File Number 001- 42955

Titan Mining Corporation (Translation of registrant’s name into English)

 Suite 555, 999 Canada Place

Vancouver, British Columbia, Canada V6C 3E1

(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		First Amendment to Credit Agreement dated December 23, 2025

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: January 22, 2026	By:	/s/ Tom Ladner
	Name:	Tom Ladner
	Title:	General Counsel

2

Exhibit 99.1

FIRST AMENDMENT TO THE CREDIT AGREEMENT

Dated December 23, 2025

In respect of the:

Credit Agreement dated as of July 21, 2025

(the “Credit Agreement”)

This FIRST AMENDMENT TO THE CREDIT AGREEMENT (this “Amendment”), dated as of the date first written above (the “Closing Date”), is entered into by and among Titan Mining Corporation (the “Borrower”), as borrower, 1100951 B.C. Ltd., Titan Mining (US) Corporation, Balmat Holding Corp., Empire State Mines, LLC and 1077615 US LLC (collectively, the “Guarantors” and together with the Borrower, the “Credit Parties”), as guarantors, and Augusta Investments Inc. (the “Lender”), as lender.

RECITALS:

A. The parties hereto have entered into the Credit Agreement.

B. The parties hereto wish to make amendments to the Credit Agreement to amend certain terms related to the mandatory prepayments.

NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein and in the Credit Agreement, the parties hereto agree as follows:

Article 1

Definitions

1.1 All capitalized terms not otherwise defined herein are used as defined in the Credit Agreement.

Article 2

amendment

2.1 The first paragraph of Section 3.2 of the Credit Agreement hereby is amended and restated in its entirety to read as follows.

“If, on either June 30 or December 31 of each calendar year the Borrower’s cash balance exceeds USD $50,000,000 as a result of the Borrower closing one or more equity or debt financings (excluding intercompany financings between Credit Parties and the Senior Indebtedness), then, subject to the conditions set forth below, the Borrower shall, promptly, but in any event within five Business Days, apply the amount in excess of USD $50,000,000 (the “Excess Amount”) toward the repayment of outstanding indebtedness as follows:”

Article 3

Conifrmation

3.1 Ratification of Existing Security Documents. Each of the Credit Parties hereby (i) acknowledges that it has previously executed and delivered to the Lender, certain Security Documents granted in favour of the Lender, (ii) ratifies, affirms and confirms to the Lender each of the Security Documents to which it is a party or by which it is bound and all the terms and conditions thereof, (iii) confirms, covenants and agrees that each of the Security Documents to which it is a party or by which it is bound is, and shall continue to be, effective, valid, binding and enforceable against such Credit Party, and (iv) confirms, covenants and agrees that each of the Security Documents to which it is a party or by which it is bound is, and shall continue to be, a good and valid continuing collateral security for all present and future obligations, debts and liabilities of such Credit Party to the Lender under or pursuant to the Credit Agreement and the other Facility Documents.

Article 4
miscellaneous

4.1 Amendment is a Facility Document. This Amendment is a Facility Document and all references to a “Facility Document” in the Credit Agreement and the other Facility Documents (including, without limitation, all such references in the representations and warranties in the Credit Agreement and the other Facility Documents) shall be deemed to include this Amendment.

4.2 Representations and Warranties. Each of the Credit Parties hereby represents and warrants that (i) this Amendment constitutes a legal, valid and binding obligation of such Person, enforceable against it in accordance with its terms, subject to bankruptcy and insolvency laws and general equitable principles (whether considered a proceeding in equity or at law), (ii) all covenants applicable to it, and representations and warranties made by it in the Credit Agreement to the extent the same are not amended hereby (except to the extent of changes in facts or circumstances that have been disclosed to the Lender and do not constitute, or could not constitute with the passage of time, a Default or Event of Default) is true and correct as of the Closing Date, and (iii) upon the Closing Date, no Default or Event of Default or event that, with the passage of time, could constitute a Default or an Event of Default, shall exist.

4.3 References to the Credit Agreement. Upon the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import shall mean and be a reference to the Credit Agreement as amended hereby, and each reference to the Credit Agreement in any other document, instrument or agreement executed and/or delivered in connection with the Credit Agreement shall mean and be a reference to the Credit Agreement as amended hereby.

4.4 Effect on Credit Agreement. Except as specifically amended above, the Credit Agreement and all other Facility Documents executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed.

-2-

4.5 No Waiver. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Lender under the Credit Agreement or any other document, instrument or agreement executed in connection therewith, nor constitute a waiver of any provision contained therein, except as specifically set forth herein.

4.6 Governing Law. This Agreement shall be governed by, construed and enforced in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein and shall be treated in all respects as a British Columbia contract. Each of the Credit Parties hereby irrevocably attorns to the non-exclusive jurisdiction of the Courts of the Province of British Columbia in the City of Vancouver.

4.7 Successors and Assigns. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors and permitted assigns.

4.8 Headings. Section headings in this Amendment are for reference only and shall in no way affect the interpretation of this Amendment.

4.9 Counterparts. This Agreement may be executed in counterparts and by electronic transmission of an authorized signature and each such counterpart shall be deemed to form part of one and the same document.

[Remainder of page is intentionally blank.]

-3-

IN WITNESS WHEREOF the parties hereto have caused this Amendment to be duly executed as of the date and year first above written.

Borrower:

	TITAN MINING CORPORATION
	By:	(signed) Kevin Hart
		Name:	Kevin Hart
		Title:	Authorized Signatory

GUARANTORS:

	1100951 BC LTD.
	By:	(signed) Kevin Hart
		Name:	Kevin Hart
		Title:	Authorized Signatory

	TITAN MINING (US) CORPORATION
	By:	(signed) Donald Taylor
		Name:	Donald Taylor
		Title:	Authorized Signatory

	BALMAT HOLDING CORP.
	By:	(signed) Rita Adiani
		Name:	Rita Adiani
		Title:	Authorized Signatory

	EMPIRE STATE MINES, LLC
	By:	(signed) Rita Adiani
		Name:	Rita Adiani
		Title:	Authorized Signatory

	1077615 US LLC.
	By:	(signed) Donald Taylor
		Name:	Donald Taylor
		Title:	Authorized Signatory

LENDER:

	AUGUSTA INVESTMENTS INC.
	By:	(signed) Richard Warke
		Name:	Richard Warke
		Authorized Signing Officer

Signature Page to First Amendment to Credit Agreement (Augusta)

FAQ

What did Titan Mining Corporation (TII) disclose in this 6-K filing?

The 6-K filing shows that Titan Mining Corporation entered into a First Amendment to its Credit Agreement with Augusta Investments Inc., adding a new requirement to use excess cash above a set threshold to repay debt.

What is the main change in Titan Mining’s credit agreement with Augusta Investments?

The amendment requires Titan Mining to apply any cash balance above USD $50,000,000, measured on June 30 and December 31 each year and arising from external equity or debt financings, toward repayment of outstanding indebtedness within five business days.

When does Titan Mining have to make mandatory debt repayments under the amended credit agreement?

Mandatory repayments are triggered if, on June 30 or December 31 of a calendar year, Titan Mining’s cash balance exceeds USD $50,000,000 from qualifying financings; the excess must then be paid toward debt within five business days.

Which Titan Mining entities are parties to the amended credit agreement?

The amended agreement lists Titan Mining Corporation as borrower and several guarantors: 1100951 B.C. Ltd., Titan Mining (US) Corporation, Balmat Holding Corp., Empire State Mines, LLC and 1077615 US LLC.

Who is the lender under Titan Mining’s amended credit agreement?

The lender under the amended credit agreement is Augusta Investments Inc., which is identified as the lender in the First Amendment.

Are intercompany financings included when calculating Titan Mining’s excess cash for mandatory repayment?

No. The amendment specifies that the cash balance test above USD $50,000,000 is based on equity or debt financings and expressly excludes intercompany financings between Credit Parties and the Senior Indebtedness.