Titan Mining Announces Warrant Repricing

VANCOUVER, British Columbia, Oct. 02, 2020 (GLOBE NEWSWIRE) -- Titan Mining Corporation (TSX:TI) (“Titan” or the “Company”) announces the proposed repricing of 2.5 million warrants issued to Augusta Investments Inc. (the “Lender”), a company controlled by the Company’s Executive Chairman Richard Warke, expiring on January 20, 2024 in connection with the Credit Agreement between the Company and the Lender pursuant to which the Lender agreed to extend and has advanced to the Company a second-ranking secured non-revolving credit facility of up to US$20.71 million (the “Facility”). The exercise price of the warrants will be repriced from C$1.40 to C$0.75 (the “Warrant Amendment”) subject to shareholder approval. In consideration for the repricing, the Lender has agreed to extend the due date for repayment of the Facility by one additional year from November 30, 2020 to November 30, 2021.

The Company is required to seek shareholder approval of the Warrant Amendment pursuant to and Section 608(a) of the TSX Company Manual because the Warrants are held by an insider of the Company. Such shareholder approval is to be obtained at a duly called meeting of security holders of the Company. However, the Company is relying on exemption under section 604 of the TSX Company Manual where written evidence that more than 50% of the holders of the Company’s issued and outstanding common shares, other than the common shares held by the Lender are familiar with the terms of the proposed warrant repricing and consent to it, the Company is permitted to proceed without holding a meeting of security holders to formally seek such approval.

The committee of independent Board members (the “Independent Committee”) and the Board of Directors of the Company has approved the Warrant Amendment on the following basis (i) The Lender is a significant shareholder of the Company holding more than 50% of the issued and outstanding common shares of the Company, and the Lender has continued to support the Company through the original Facility, as well as subsequent advances; (ii) The Lender provided the Company with a waiver on August 2, 2019 waiving the requirement to pay interest as required pursuant to the Facility, enabling the Company to defer the payment of interest under the Facility, (iii) the Lender has agreed to extend the repayment date under the Facility for one further year to November 30, 2021; and (iv) since issuance, the Warrants have not been in the money to make it economical for the Lender to exercise and the Warrant Amendment would provide a greater possibility for the Warrants to be exercised prior to the Expiry Date providing the Company with additional capital. Accordingly, the Independent Committee and the Board of Directors of the Company believe it is in the best interests of the Company to grant the Warrant Amendment.