Titanium Corporation Inc. (the "Company" or "Titanium")
(TSX-V: TIC) announces that it closed its previously
announced non-brokered private placement (the
"
Offering") on January 12, 2022 pursuant to which
the Company issued 25,000,000 units (the "
Units")
at a price of $0.20 per Unit for gross proceeds of $5,000,000, the
maximum amount available under the Offering.
Each Unit consists of one common share in the
capital of the Company ("Common
Share") and one-half of one Common Share purchase
warrant (each whole warrant, a "Warrant"). Each
Warrant entitles the holder, upon payment of $0.30, to acquire one
Common Share at any time prior to 5.00 p.m. (Calgary time) on
January 12, 2026.
On closing of the Offering, the Company paid
Canaccord Genuity Corp. ("Canaccord") $300,000
cash equal to 6% of the gross proceeds of the Offering and
1,500,000 non-transferrable warrants equal to 6% of the aggregate
number of Units sold to subscribers, entitling the holder, upon
payment of $0.30, to acquire one Common Share at any time prior to
5.00 p.m. (Calgary time) on January 12, 2023.
The Common Shares and Warrants, and the Common
Shares underlying the Warrants and the warrants issued to
Canaccord, are subject to a four month hold period.
New and Continuing Board
Messrs. David Macdonald, John Stevens and Scott
Nelson have, effective on closing of the Offering, retired from the
Board of Directors of the Company, and Messrs. Darren Morcombe,
John Brussa and John Kowal have been appointed, subject to the
approval of the TSX Venture Exchange, in their place with Mr.
Morcombe as Chair of the Board of Directors.
Use of Proceeds
Titanium intends to use the net proceeds of the
Offering to pay the costs of the Offering, to fund costs associated
with the commercialization of the CVW™ process, including
engineering and design costs, to settle all deferred compensation
owing to current and former directors and officers in the amount of
approximately $1.13 million, and for general corporate
purposes.
Related Party Disclosures
Certain insiders of the Company subscribed for a
total of 4,625,000 Units in the Offering. The participation of
insiders in the Offering constitute "related party transactions"
within the meaning of TSX-V Policy 5.9 and Multilateral Instrument
61-101 - Protection of Minority Security Holders in Special
Transactions ("MI 61-101"). The Company relied on
the exemptions from the formal valuation and minority shareholder
approval requirements of MI 61-101 contained in sections 5.5(a) and
5.7(1)(a) of MI 61-101 in respect of the related party
participation in the Offering as neither the fair market value (as
determined under MI 61-101) of the subject matter of, nor the fair
market value of the consideration for, the Offering, insofar as
they involve interested parties (as defined under MI 61-101),
exceeds 25% of the Company's market capitalization (as determined
under MI 61-101).
The Company will use a portion of the proceeds
of the Offering to pay deferred compensation owing to certain
insiders of the Company who participated in the Offering. Details
of those current and former insiders and their deferred
compensation amounts are as follows:
Insider Name |
Position |
Deferred Compensation Amount |
Bruce Griffin |
Director |
$162,813 |
David Macdonald |
Former Director |
$228,808 |
Jennifer Kaufield |
Former Vice President, Finance and Chief Financial Officer |
$96,000 |
John Stevens |
Former Director |
$182,227 |
Moss Kadey |
Director |
$96,309 |
Kevin Moran |
Executive Vice President and Chief Technology Officer |
$135,000 |
Total: |
|
$901,157 |
About Titanium Corporation
Inc.
Titanium is a clean technology innovator focused
on providing solutions to the mining sector of Canada’s oil sands
industry. Titanium Corporation’s CVW™ technology provides
sustainable solutions to reduce the environmental footprint of the
oil sands industry. Our technology reduces the environmental impact
of oil sands froth treatment tailings, while economically
recovering valuable products that would otherwise be lost. CVW™
recovers bitumen, solvents, heavy minerals and water from tailings,
preventing these commodities from entering tailings ponds and the
atmosphere: volatile organic compound and greenhouse gas emissions
are materially reduced; hot tailings water is improved in quality
for recycling; and residual tailings can be thickened more readily.
A new minerals industry would be created with the production and
export of zircon and titanium, essential ingredients in the
ceramics and pigment industries.
Disclosure regarding forward-looking
information
This news release includes forward-looking
statements about expected future events. Titanium cautions that
future events may be affected by a number of factors, many of which
are beyond its control and results may vary substantially from what
Titanium currently foresees.
Forward-looking statements typically use words
such as "anticipate", "believe", "project", "expect", "plan",
"intend" or similar words suggesting future outcomes, statements
that actions, events or conditions "may", "would", "could" or
"will" be taken or occur in the future. These forward-looking
statements are based on various assumptions including receipt of
final approval for the Offering from the TSX Venture Exchange:
expectations regarding the use of proceeds of the Offering; the
state of the economy; results of operations; performance; business
prospects and opportunities; future exchange and interest rates;
impact of increasing competition; the ability of Titanium to access
capital; availability of potential transactions and interests from
third parties in pursuing potential transactions with Titanium.
While the Company considers these assumptions to be reasonable
based on information currently available to it, they may prove to
be incorrect.
By their nature, forward-looking statements
involve numerous assumptions, known and unknown risks and
uncertainties and other factors that contribute to the possibility
that the predicted outcome will not occur. Readers are cautioned
that the foregoing list of factors is not exhaustive.
Although Titanium believes that the expectations
represented in such forward-looking statements are reasonable,
there can be no assurance that such expectations will prove to be
correct. As a consequence, actual results may differ materially
from those anticipated in the forward-looking statements and you
should not unduly rely on forward-looking statements. The
forward-looking statements contained in this news release are made
as the date of this news release and the Company does not undertake
any obligation to update publicly or to revise any of the included
forward-looking statements, whether as a result of new information,
future events or otherwise, except as may be required by applicable
securities law.
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.
For further information, contact: |
Scott Nelson |
Ingrid Meger |
President & CEO |
Vice President Finance & CFO |
Tel: (403) 561-0439 |
Tel: (403) 862-8325 |
Email: snelson@titaniumcorporation.com |
imeger@titaniumcorporation.com |
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