NOT FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.
CALGARY, Alberta, Dec. 20, 2021 (GLOBE NEWSWIRE) -- Moss Kadey, an independent director of Titanium Corporation Inc. (the "Company" or "Titanium") residing in Toronto, Ontario, reports that on December 20, 2021, Mr. Kadey agreed to subscribe for 5,000,000 units ("Units") of the Company in connection with a non-brokered private placement of the Company of a minimum of 15,000,000 (the "Minimum Offering") and a maximum of 25,000,000 Units (the "Maximum Offering") at $0.20 per Unit. Each Unit is comprised of one common share ("Common Share") of Titanium and one-half of one Common Share purchase warrant ("Warrant"). Each whole Warrant will entitle the holder to acquire one Common Share at a price of $0.30 per Common Share for a period of four years following the issue date.
Mr. Kadey is entitled to allocate his rights and obligations to purchase some or all of the Units he has subscribed for to substitute purchasers who are accredited investors (the "SubstitutedPurchasers") in which case Mr. Kadey will not be obligated to purchase the Units so purchased by such Substituted Purchasers.
Assuming the completion of the Minimum Offering and Mr. Kadey has not allocated any of his subscription rights to Substituted Purchasers, Mr. Kadey would beneficially own or control, directly and indirectly: (i) 16,619,167 Common Shares, representing approximately 16.06% of the issued and outstanding Common Shares after completion of the Minimum Offering; (ii) 135,000 options to purchase Common Shares; (iii) 337,778 deferred share units; (iv) 430,000 warrants exercisable at $1.40 per Common Share; and (v) 2,500,000 Warrants exercisable at $0.30 per Common Share. Assuming the full exercise or conversion, as applicable, of all convertible securities held by Mr. Kadey, directly and indirectly, and no other outstanding convertible securities of the Company are exercised at such time, Mr. Kadey would beneficially own or control, directly and indirectly, 20,021,945 Common Shares, representing approximately 18.73% of the then outstanding Common Shares. The holdings described above include Mr. Kadey's ownership or control of Common Shares held by the Kadey Family Trust, Mossco Capital Inc., and Vivette Kadey, Mr. Kadey's spouse.
Mr. Kadey may, from time to time, as market opportunities exist or develop or otherwise, increase or decrease his beneficial ownership of the Common Shares, Warrants or other convertible securities of Titanium as permitted by applicable securities laws.
A copy of the early warning report will be filed on SEDAR at www.SEDAR.com and will be available upon request from the offices of Mossco Capital Inc., 33 Charles Street East Suite 3604, Toronto, Ontario M4Y 0A2.
This press release does not constitute an offer of the Common Shares for sale in the United States or in any jurisdiction in which such offer or sale would be unlawful. The Common Shares have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States absent registration or an exemption from registration under that act.
FOR FURTHER INFORMATION OR TO OBTAIN A COPY OF THE EARLY WARNING REPORT TO BE FILED IN CONJUNCTION WITH THIS PRESS RELEASE, PLEASE CONTACT:
Mossco Capital Inc.
33 Charles Street East Suite 3604
Toronto, Ontario
M4Y 0A2
Telephone: 416-487-8100
The Company's head office is located at:
Titanium Corporation Inc.
1020, 903 – 8th Avenue S.W.
Calgary, Alberta Canada T2P 0P7
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.
