EDMONTON, ALBERTA - November 30, 2010 - Titanium Corporation Inc. ("Titanium" or the "Company") (TSX-V: TIC) is pleased to announce that it has entered into an agreement to complete a brokered private placement for aggregate gross proceeds of a minimum of $10,000,000 and a maximum of $15,000,000 to be conducted on a commercially reasonable "best efforts" agency basis by a syndicate of agents lead by GMP Securities L.P. and including Byron Securities Limited and Jacob Securities Inc. The private placement will consist of a minimum of 5,000,000 and a maximum of 7,500,000 units at a price of $2.00 per unit. Each unit will consist of one common share of the Company and one half of one common share purchase warrant. Each whole warrant will entitle the holder to purchase one additional common share at a price of $2.50 per common share for a period of 18 months from the closing of the private placement. The Company has also agreed to grant the agents an option to offer for sale up to an additional 1,125,000 units at any time up 48 hours prior to the closing of the financing at the offer price for further gross proceeds of $2,250,000, if fully exercised. In addition, the Company has agreed to pay the agents a cash commission of up to 6% of the gross proceeds of the offering and to issue to the agents broker warrants to a maximum of 6% of the number of units sold in the offering. The broker warrants will have the same terms and conditions as the other warrants issued under the offering. The offering is expected to close on or around December 15, 2010.
Proceeds from the proposed private placement will be used to fund the Company's ongoing pilot testing operations, to fund costs associated with the commercialization of the Company's Creating Value from Waste process, including engineering design costs, and for general corporate purposes.
All securities issued pursuant to the private placement will be subject to a four-month hold period from the closing date. The private placement is subject to approval of the TSX Venture Exchange.
The securities offered have not been, and will not be, registered under the United States Securities Act of 1933, as amended or any U.S. state securities laws and may not be offered or sold in the United States or to United States persons absent registration or any applicable exemption from the registration requirement of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there by any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Titanium Corporation Inc.
Titanium Corporation Inc. is developing technology to recover heavy minerals and bitumen contained in the waste tailings streams from oil sands mining operations near Fort McMurray, Alberta. The potential benefits from this "Creating Value from Waste TM" proposition are twofold. First, the recovered bitumen and minerals will have intrinsic value and will provide shareholders with a source of revenue. Second, by using an integrated approach to recovering minerals and bitumen, there is potential for industry-wide environmental benefit. The Company's common shares trade on the TSX Venture Exchange under the symbol "TIC". For more information, visit the Company's website at www.titaniumcorporation.com.
Forward Looking Information and Statements
This press release contains forward looking statements. More particularly, this press release contains statements concerning the securities to be sold under the private placement, the terms and conditions of such offering, the anticipated closing date of the private placement and the anticipated use of the proceeds of the private placement. Although Titanium believes that the expectations reflected in these forward looking statements are reasonable, undue reliance should not be placed on them because Titanium can give no assurance that they will prove to be correct. Since forward looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. The terms and conditions of the private placement may be amended depending on investor interest in the offering. The private placement may not proceed if there is a lack of investor interest in subscribing for securities under the offering or if the agents elect to terminate their obligations under the definitive agreements entered into in connection with the offering. In addition, the closing of the private placement could be delayed if Titanium is not able to obtain the necessary regulatory and stock exchange approvals on the timelines it has planned. The private placement will not be completed at all if these approvals are not obtained or some other condition to the closing is not satisfied. Accordingly, there is a risk that the private placement will not be completed within the anticipated time or at all. Moreover, the intended use of the proceeds of the private placement by Titanium might change if the board of directors of the Company determines that it would be in the best interests of Titanium to deploy the proceeds for some other purpose.
The forward looking statements contained in this press release are made as of the date hereof and Titanium undertakes no obligation to update publicly or revise any forward looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
Neither the TSX Venture Exchange nor its Regulation Service 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, please contact:
President and CEO
Phone: (403) 561-0439
Phone: (416) 577-9927
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