NOT FOR DISTRIBUTION TO U.S. NEW WIRE SERVICES OR FOR DISSEMINATION IN THE U.S.
Calgary, Alberta - November 10, 2016 - Titanium Corporation Inc. ("Titanium" or the "Company") announces that it is commencing a rights offering to holders of its common shares at the close of business on November 18, 2016 (the "Record Date") on the basis of one right for each common share held. Five rights will entitle the holder to subscribe for one common share of Titanium upon payment of the subscription price of $0.50 per common share. The rights offering will be conducted in Canada and to shareholders outside of Canada who are eligible under certain exemptions. Shareholders who are resident outside of Canada are requested to contact the Company for further details.
The rights will trade on the TSX Venture Exchange under the symbol TIC.RT commencing on November 16, 2016 and until 12:00 p.m. (Toronto time) on December 15, 2016. The rights will expire at 4:30 p.m. (Toronto time) on December 15, 2016 after which time unexercised rights will be void and of no value. Shareholders who fully exercise their rights will be entitled to subscribe for additional common shares, if available as a result of unexercised rights prior to the expiry time, subject to certain limitations set out in Titanium's offering circular.
"We are very pleased with the strong support and participation of a group of our major shareholders and new investors who have entered into a stand-by purchase agreement for the substantial majority of this offering," commented Scott Nelson, Titanium's President and Chief Executive Officer.
Details of the offering will be set out in the offering notice and offering circular which will be available under Titanium's profile at www.sedar.com and on Titanium's website at www.titaniumcorporation.com. The offering notice and accompanying rights certificate will be mailed to each shareholder of Titanium resident in Canada as at the Record Date. Registered shareholders who wish to exercise their rights must forward the completed rights certificate, together with the applicable funds, to the rights agent, TSX Trust Company, on or before the expiry time. Shareholders who own their common shares through an intermediary, such as a bank, trust company, securities dealer or broker, will receive materials and instructions from their intermediary.
Titanium will not issue or forward rights certificates to shareholders resident in a jurisdiction outside of Canada. The rights certificates of such shareholders will be issued to and held on their behalf by TSX Trust Company until the expiry time, when all unclaimed rights shall be available to fill the additional subscription privilege described in the offering circular.
There are currently 65,345,312 common shares of Titanium outstanding. If all of the rights issued under the offering are validly exercised, a total of 13,069,062 common shares will be issued and a total of 78,414,374 common shares will be issued and outstanding.
The maximum gross proceeds of the offering is $6,534,531. The Company has agreed to repay the outstanding principal amounts of the loans (and all accrued and unpaid interest thereon) owing to Mr. Moss Kadey (a director and major shareholder of the Company) and Mr. David MacDonald (Chairman and major shareholder of the Company) with the net proceeds of the offering. The effect of such repayment would be to eliminate all of the Company's outstanding debt obligations. As of the date hereof, $1.0 million (excluding accrued and unpaid interest) is owing to the lenders under the loan agreements. The balance of the net proceeds from the Offering would be used for general working capital and corporate purposes.
Standby Purchase Arrangements
In connection with the offering, Titanium has entered into a stand-by purchase agreement with a group of stand-by purchasers led by Messrs. Kadey and MacDonald, Mr. Scott Nelson (President and Chief Executive Officer, a director and major shareholder of the Company) and other persons pursuant to which the standby purchasers have agreed to purchase 10,200,000 common shares (or 78.05% of the maximum number of common shares that may be issued under the offering) that are not purchased under the offering through the exercise of rights. In consideration for their purchase commitment, the Company has agreed to issue to the standby purchasers common share purchase warrants entitling them to purchase 2,550,000 common shares (equal to 25% of the number of common shares each standby purchaser has agreed to purchase under the offering) exercisable at $0.70 per share for a period of two years after the date the offering is completed.
Appointment to the Board of Directors
The Company is also pleased to announce that, effective immediately, Mr. John Stevens has agreed to join the Board of Directors of Titanium, subject to acceptance of such appointment by the TSX Venture Exchange.
Mr. Stevens is the Executive Vice-President of Arva Limited, a private equity investment firm and one of the standby purchasers. He is an Ontario-qualified lawyer and a CPA.CA. He practiced with Osler, Hoskin & Harcourt LLP for 18 years where he was a partner and, from 1994 to 2000, the Managing Partner of its New York office. John has significant experience in mergers and acquisitions, corporate and commercial law, debt financings, restructurings and corporate governance.
"We are fortunate to have one of the standby purchasers, John Stevens, joining our Board. John's financial and legal background, his extensive business experience and his past service on numerous boards will add considerable value to our Board and management team as we execute the commercialization of our technology," remarked Scott Nelson, Titanium's President and Chief Executive Officer.
About Titanium Corporation Inc.
Titanium Corporation's CVW(tm) technology provides sustainable solutions to reduce the environmental footprint of the oil sands industry. The Company's technology reduces the environmental impact of oil sands tailings while economically recovering valuable products that would otherwise be lost. CVW(tm) recovers bitumen, solvents and minerals 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 will be created commencing with the production and export of zircon, an essential ingredient in ceramics. The Company's shares trade on the TSX Venture Exchange under the symbol "TIC". For more information, please visit the Company's website at www.titaniumcorporation.com.
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.
The securities offered have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirements. This document shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
This news release contains certain forward-looking information and statements within the meaning of applicable Canadian securities legislation. Certain statements contained in this news release may contain such words as "anticipate", "could", "continue", "should", "seek", "may", "intend", "likely", "plan", "estimate", "believe", "expect", "will", "objective", "ongoing", "project" and similar expressions are intended to identify forward-looking information or statements. In particular, this news release contains forward-looking statements including the (i) the funds to be raised under the Offering; (ii) the use of the funds raised under the Offering; and (iii) the common shares to be purchased by the stand-by purchasers pursuant to the stand-by agreement. Although the Company believes that the expectations and assumptions on which such forward-looking information and statements are based are reasonable, undue reliance should not be placed on the forward-looking information and statements because the Company can give no assurances that they will prove to be correct. Since forward-looking information and statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks, including (i) the actual costs incurred in the Offering; (ii) the actual amount of funds raised under the Offering; and (ii) the actual operating expenses of the Company for the 12-month period following the rights Expiry Date, which management estimates will be approximately $2 million. The Company has not commercially demonstrated its technologies and there can be no assurance that such research, pilot programs, and studies will prove to be accurate nor that such commercialization efforts will be successful, as actual results and future events could differ materially from those expected or estimated in such forward-looking statements. As a result, we cannot guarantee that any forward-looking information will materialize and we caution you against relying on any of this forward-looking information. Accordingly, readers should not place undue reliance on forward-looking information. Additional information on these and other factors are disclosed in our management discussion and analysis, including under the heading "Discussion of Risks", and in other reports filed with the securities regulatory authorities in Canada from time to time and available on SEDAR (sedar.com). The forward-looking information and statements contained in this news release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking information or statements, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws. Any forward-looking statements made previously may be inaccurate now.
For further information, please contact:
President & CEO
Tel: (403) 561-0439
Vice President, Finance & CFO
Tel: (403) 874-9498