Titan Mining Corp (NASDAQ: TIMCD) filing shows 54.6% control stake

Rhea-AI Filing Summary

Titan Mining Corp. disclosed that investor Richard W. Warke, together with his affiliated entities Augusta Ozama Investment LP and Augusta Investments Inc., beneficially owns 54.6% of Titan’s common shares on a partially diluted basis. Augusta Ozama holds 27,133,333 shares, while Augusta Investments holds 19,858,608 shares and 4,000,000 warrants exercisable at C$0.63 per share until November 1, 2028.

Warke’s total beneficial ownership includes his directly held shares and 1,433,333 stock options with various exercise prices and expiries, plus shares held through Ozama River Corp. The group states that the shares were acquired for investment purposes and to exert control over Titan Mining. They also note that, other than what is described here and in Titan’s registration statement filed November 13, 2025, they currently have no specific plans for major corporate changes such as mergers, asset sales, or board restructurings.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Titan Mining Corp.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

88831L202

(CUSIP Number)

Richard Warke
Suite 555, 999 Canada Place,
Vancouver, A1, V6C 3E1
604-687-1717

copy to: Jason K. Brenkert
C/O Dorsey & Whitney LLP, 1400 Wewatta Street, Suite 400
Denver, CO, 80202-5549
303-629-3445

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

11/21/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 88831L202

1

Name of reporting person

Augusta Ozama Investment LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO, WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 27,133,333.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 27,133,333.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

27,133,333.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

28.7 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

The percentage reported in Item 13 is calculated based upon 94,490,000 outstanding shares of Issuer as of November 17, 2025.

SCHEDULE 13D

CUSIP No. 88831L202

1

Name of reporting person

Augusta Investments Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

BRITISH COLUMBIA, CANADA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 23,858,608.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 23,858,608.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

23,858,608.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

24.2 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Items 7, 9, and 11 includes 19,858,608 Shares and warrants exercisable for 4,000,000 Shares. The percentage reported in Item 13 is calculated based upon 94,490,000 outstanding shares of Issuer as of November 17, 2025, plus 4,000,000 warrants to purchase common shares held by Augusta Investments Inc.

SCHEDULE 13D

CUSIP No. 88831L202

1

Name of reporting person

Richard W. Warke

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 54,525,941.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 54,525,941.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

54,525,941.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

54.6 %

14

Type of Reporting Person (See Instructions)

IN, BD

Comment for Type of Reporting Person:

Items 7, 9, and 11 Includes (i) 100,667 common shares and 1,433,333 options to purchase common shares held directly by Richard Warke, (ii) 27,133,333 common shares held by Augusta Ozama Investment LP, (iii) 19,858,508 common shares and 4,000,000 warrants held by Augusta Investments Inc., and (iv) 2,000,000 common shares held by Ozama River Corp. Mr. Warke is the sole officer and director of Augusta Ozama, Augusta Investments, and Ozama. The percentages used herein are calculated on a partially diluted basis based upon 94,490,000 outstanding shares of Issuer as of November 17, 2025, plus 4,000,000 warrants to purchase common shares held by Augusta Investments and 1,433,333 options to purchase common shares held by Richard Warke, and included pursuant to Rule 13d-3(d)(1)(i) of the Act.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares, no par value
(b)	Name of Issuer: Titan Mining Corp.
(c)	Address of Issuer's Principal Executive Offices: Suite 555, 999 Canada Place, Vancouver, BRITISH COLUMBIA, CANADA , V6C 3E1.
Item 1 Comment: This Schedule 13D (this "Schedule 13D") is being jointly filed by (i) Augusta Ozama Investment LP ("Augusta Ozama") (ii) Augusta Investments Inc. ("Augusta Investments") and (iii) Richard Warke (collectively, the "Reporting Persons") pursuant to the Joint Filing Agreement filed as Exhibit 99.1 to this Schedule 13D.
Item 2.	Identity and Background
(a)	Augusta Ozama Investment LP Augusta Investments Inc. Richard W. Warke
(b)	The principal business office of Augusta Ozama, Augusta Investments, each of their executive officers, and Mr. Richard Warke is: Suite 555, 999 Canada Place Vancouver, British Columbia V6C 3E1 Canada
(c)	The principal business of Augusta Ozama, Augusta Investments, and their sole executive officer is investment. Richard Warke is the sole officer and director of Augusta Ozama and Augusta Investments and is executive chairman of the Issuer.
(d)	None of Augusta Ozama, Augusta Investments, nor Richard Warke as their sole officer and director and in his personal capacity, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	None of Augusta Ozama, Augusta Investments, nor Richard Warke as their sole officer and director and in his personal capacity, has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any of the Reporting Persons was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	Augusta Ozama is a Canadian limited partnership. Augusta Investments is a British Columbia corporation. Richard Warke is a citizen of Canada.
Item 3.	Source and Amount of Funds or Other Consideration
	Augusta Ozama acquired the Shares using working capital. Augusta Investments acquired the Shares using working capital. Richard Warke acquired the Shares using personal funds. He acquired the Options (defined below) in consideration of his services as executive chairman of the Issuer.
Item 4.	Purpose of Transaction
	The Reporting Persons acquired the Shares for investment purposes and to exert control over the Issuer. Except as reported herein and in the Issuer's Registration Statement filed November 13, 2025, as amended, the Reporting Persons do not have any plans which related to or would result in: a. The acquisition of additional securities of the Issuer, or the disposition of securities of the Issuer; b. An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; c. A sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries; d. Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; e. Any material change in the present capitalization or dividend policy of the Issuer; f. Any other material change in the Issuer's business or corporate structure; g. Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; h. Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; i. A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or j. Any action similar to any of those enumerated above.
Item 5.	Interest in Securities of the Issuer
(a)	Augusta Ozama owns 27,133,333 Shares, representing approximately 28.7% of the Issuer's Shares (on the basis of 94,490,000 outstanding common shares of the Issuer). Augusta Investments owns 19,858,608 Shares and 4,000,000 Warrants. Each Warrant entitles the holder to purchase one Share at an exercise price of C$0.63 per Share until November 1, 2028. Augusta Investments is deemed to beneficially own a total of 23,858,608 Shares issuable upon exercise of the Warrants and has sole voting power and sole dispositive power with respect to a total of 23,858,608 Shares. The aggregate amount of Shares beneficially owned by Augusta Investments represents 24.2% of the Issuer's Shares as calculated for purposes of this Schedule 13D. Pursuant to Rule 13d-3(d)(1) under the Securities Exchange Act of 1934, the shares of Common Stock issuable upon exercise of the Warrants are deemed to be outstanding for the purpose of computing the percentage of outstanding securities of the class beneficially owned by Augusta Investments, although these shares are not deemed to be outstanding for the purpose of computing the percentage of the class owned by any other person. Accordingly, Augusta Investments' percentage ownership is calculated on a partially diluted basis based on an assumed number of shares outstanding equal to 98,490,000 which represents the sum of (i) the 94,490,000 Shares outstanding, and (ii) 4,000,000 Shares issuable upon exercise of the Warrants beneficially owned by Augusta Investments. The foregoing assumed number of Shares outstanding does not include shares of common stock issuable upon the exercise of any other outstanding options, warrants, rights or conversion privileges. Richard Warke as the sole officer and director of Augusta Ozama, Augusta Investments, and Ozama River Corp. ("Ozama") and exercises sole voting and dispositive power over their securities of the Issuer. Therefore, Mr. Warke beneficially may be deemed to hold a total of 54,525,941 Shares, including (i) 100,667 common shares and 1,433,333 options to purchase common shares held directly by Richard Warke, (ii) 27,133,333 common shares held by Augusta Ozama, (iii) 19,858,608 common shares and 4,000,000 warrants held by Augusta Investments, and (iv) 2,000,000 common shares held by Ozama. The Options were granted as follows: (i) 666,667 Options granted November 10, 2022, exercisable at C$0.77 per share, expiring November 10, 2027, and fully vested; (ii) 500,000 Options granted April 16, 2024, exercisable at C$0.54 per share, expiring April 16, 2029, and one-third vesting on each yearly anniversary of the grant; (iii) 266,667 Options granted September 4, 2025, exercisable at C$1.83 per share, expiring September 4, 2030, and one-fourth vesting on each yearly anniversary of the grant. Mr. Warke's percentage ownership is calculated on a partially diluted basis based upon 94,490,000 outstanding Shares of Issuer as of November 17, 2025, plus 4,000,000 warrants to purchase Shares held by Augusta Investments and 1,433,333 options to purchase Shares held by Richard Warke and included pursuant to Rule 13d-3(d)(1)(i) of the Act.
(b)	Number of shares as to which Augusta Ozama has: (i) Sole power to vote or to direct the vote: 27,133,133 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or direct the disposition: 27,133,133 (iv) Shared power to dispose or direct the disposition: 0 (v) Aggregate amount of shares beneficially owned: 27,133,133 (vi) Percent of class represented in Item (v) above: 28.7% Number of shares as to which Augusta Investments has: (i) Sole power to vote or to direct the vote: 23,858,608 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or direct the disposition: 23,858,608 (iv) Shared power to dispose or direct the disposition: 0 (v) Aggregate amount of shares beneficially owned: 23,858,608 (vi) Percent of class represented in Item (v) above: 24.2% Number of shares as to which Richard Warke has: (i) Sole power to vote or to direct the vote: 54,525,941 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or direct the disposition: 54,525,941 (iv) Shared power to dispose or direct the disposition: 0 (v) Aggregate amount of shares beneficially owned: 54,525,941 (vi) Percent of class represented in Item (v) above: 54.6%
(c)	Not applicable.
(d)	No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 5 of this Schedule 13D summarizes certain provisions of the Warrants and Options and is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	99.1 - Joint Filing Agreement

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Augusta Ozama Investment LP

Signature:	/s/ Richard W. Warke
Name/Title:	President
Date:	11/26/2025

Augusta Investments Inc.

Signature:	/s/ Richard W. Warke
Name/Title:	President
Date:	11/26/2025

Richard W. Warke

Signature:	/s/ Richard W. Warke
Name/Title:	Reporting Person
Date:	11/26/2025

FAQ

How much of Titan Mining Corp. (TIMCD) does Richard W. Warke beneficially own?

Richard W. Warke may be deemed to beneficially own 54,525,941 Titan Mining common shares, representing 54.6% of the company’s shares on a partially diluted basis.

What stake in Titan Mining Corp. (TIMCD) is held by Augusta Ozama Investment LP?

Augusta Ozama Investment LP owns 27,133,333 Titan Mining common shares, representing approximately 28.7% of the outstanding shares based on 94,490,000 shares.

What securities of Titan Mining Corp. (TIMCD) does Augusta Investments Inc. hold?

Augusta Investments Inc. holds 19,858,608 common shares and 4,000,000 warrants, each warrant exercisable for one share at C$0.63 until November 1, 2028, for a deemed beneficial ownership of 23,858,608 shares or 24.2% on a partially diluted basis.

Why did the reporting persons acquire shares of Titan Mining Corp. (TIMCD)?

The reporting persons state that they acquired Titan Mining for investment purposes and to exert control over the issuer, rather than to carry out any specific announced transaction.

Does this ownership filing for Titan Mining Corp. (TIMCD) disclose plans for major corporate actions?

The reporting persons state that, except as reported here and in Titan’s registration statement filed November 13, 2025, they do not currently have plans for mergers, major asset sales, board changes, or other significant corporate restructuring.

What stock options related to Titan Mining Corp. (TIMCD) does Richard W. Warke hold?

Richard W. Warke holds 1,433,333 options to purchase Titan Mining shares, including grants of 666,667 options at C$0.77 (expiring November 10, 2027), 500,000 options at C$0.54 (expiring April 16, 2029), and 266,667 options at C$1.83 (expiring September 4, 2030), with vesting schedules as described.