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April 27, 2020
Titanium Corporation Reports December 31, 2020 Year End Results, Confirms Annual And Special Meeting Date And Provides Project Update

CALGARY, ALBERTA – April 27, 2020 – Titanium Corporation Inc. (the “Company” or “Titanium”) (TSX-V: TIC) today released its results for the year ended December 31, 2019. The Company also confirms that it will hold its annual and special meeting (the "Meeting") as a virtual only meeting via live audio webcast online at https://web.lumiagm.com/242557530 on Thursday, June 25, 2020 at 10:00 a.m. (Toronto time).

In early 2020, two major world events, the COVID-19 pandemic and the collapse of oil prices, have introduced unprecedented uncertainties for many industries and the global economy, which are affecting commodity prices and market demand. This includes sectors directly related to the Company including Canada’s oil sands industry, the global minerals sands industry and the Alberta and Canadian economies. The duration and extent of the impact of these events is not known but could affect the progress and timing of the Company’s CVW™ Horizon Project (the “Project”).

The Company with Canadian Natural Resources Limited ("Canadian Natural") were working towards a joint decision on the commercial project following the completion of the front end engineering design (“FEED”) phase of the Project. However, the Company and Canadian Natural have determined that further engineering work is required related to post-FEED optimization in areas which have the potential to reduce costs and increase efficiency. During the first half of 2020, the Company and Canadian Natural have been working to plan and execute the post-FEED engineering review for optimization of the Project. In parallel, the Company has been working with Alberta and Federal funding agencies to contract funding for the detailed engineering phase of the Project.

"During 2019, our Company completed significant milestones toward commercialization of our Project including the FEED, the award of $50 million of additional government grant funding toward the engineering, procurement and construction phases of our Project and further measures to strengthen our balance sheet and add expertise to our Board.  The COVID-19 pandemic and dramatic decline of world crude oil demand and prices which occurred in the first quarter of 2020, and remain ongoing, have introduced unprecedent uncertainties for many industries and in particular have had a very negative impact on the Alberta and Canadian economies and, in particular, the oil sands industry. The duration and severity of these impacts have caused the oil sands industry to reduce capital spending and will impact the timing of new projects, including the Project,” commented Scott Nelson, Titanium’s President and Chief Executive Officer. “We believe our CVW™ technology will provide important environmental and economic benefits that will assist with the recovery of a resilient and sustainable energy industry in Alberta and Canada. Our team continues to work with our industry partner, Canadian Natural, and the various government funding agencies toward advancing our Project as conditions improve.”  

Certain highlights for the three and twelve-month periods ended December 31, 2019 are set out in more detail below:

  • During 2019, the Company conducted technical marketing programs including meeting with potential minerals processors and customers, visiting their facilities and providing minerals samples for customer testing. These activities are largely suspended due to the COVID-19 pandemic and will be resumed when the relevant countries and businesses reopen and resume normal operations.
  • On August 1, 2019, the Company announced receipt of the final payment of $991,000 related to the $5.0 million grant from Emissions Reduction Alberta (“ERA”) for partial funding of the FEED phase of the CVW™ Horizon Project. The payment represents a 20% holdback by ERA which was subject to final Project reporting and completion of a third-party audit of Project costs. Optimization of the Project is on-going including refining capital and operating costs to achieve the most efficient and cost effective implementation of our CVW™ technology.
  • On August 7, 2019, the Company announced the appointment of Bruce Griffin to the Board of Directors of the Company as an independent Director of the Company. Mr. Griffin has also been appointed to the Company's Commercialization Committee. Most recently, Mr. Griffin was the Senior Vice President Strategic Development of Lomon Billions Group, the world's third largest producer of high performance titanium dioxide products. Mr. Griffin brings a deep understanding of the global minerals industry from its key markets and customers to its leading players and has broad experience in operations, strategy, finance and capital markets.
  • In May 2019, the Company announced the first and second closings of its non-brokered private placement of units for gross proceeds of $4,262,640 resulting in the issuance of 6,089,485 common shares and 3,044,743 warrants entitling the holder to purchase one common share of the Company at an exercise price of $1.40 expiring on May 9 or May 30, 2022.  As a result, immediately following the final closing of the private placement, the Company had 88,166,359 common shares issued and outstanding.  The net proceeds of $4,056,475 are being used to fund ongoing efforts to commercialize the Company’s CVW™ technology during the Project activities post-FEED and for general operating purposes.
  • On March 14, 2019, the Company announced $50 million in government funding toward the next phase of the CVW™ Horizon Project. The Federal Government awarded $45 million from two clean technology programs; Environment and Climate Change Canada, through its Low Carbon Economy Fund (“LCEF”) has committed to investing $40 million and NRCan’s Clean Growth Program (“CGP”) has committed to investing $5 million in Titanium's first of a kind sustainable technology designed to remediate oil sands froth treatment tailings. ERA awarded $5 million from their Partner Intake Program aimed at improving environmental performance in Alberta’s oil and gas sector.  Funding from the LCEF and CGP programs are subject to finalizing funding agreements which will outline the conditions under which federal funding would be provided, including securing the remaining funding necessary to complete the Project, fulfilling all applicable requirements associated with the Project environmental assessments and Indigenous consultation requirements and finalizing the scope of the Project costs eligible for program funding.
  • The Company has been meeting with other government agencies and Canadian investment banks regarding their potential participation in the structuring and financing of the Project and their support of the Company in financial markets.
  • The Company is continuing its cash conservation programs including those under which management and directors receive all or a portion of their compensation and fees in restricted share units and deferred share units ("RSUs" and "DSUs", respectively), respectively.  This program is aimed to conserve cash and further align management and the Board with shareholder interests. Since inception of the program in 2015, the program has conserved $2.1 million of management cash compensation and $1.6 million of directors' cash compensation for a total of $3.7 million. Since 2015, the Company's directors have been receiving 100% of their compensation in DSUs in lieu of cash compensation. After the fourth quarter 2019 award of DSUs, the number of DSUs available for issuance under the DSU plan has been depleted. Over the same period, management has been receiving a significant portion of incentive and retention compensation and, in certain cases, a portion of base salary, in the form of RSUs.  At the end of the third quarter of 2019, the number of RSUs available for issuance under the RSU plan was almost depleted. For both the Board and management, earned compensation intended to be settled with DSUs or RSUs is being recorded as deferred compensation until such time as additional DSUs and RSUs may be issuable pursuant to the respective plans given the limits on issuances provided therein.
  • Effective April 1, 2020, the Company has taken additional measures to protect its balance sheet, reduce costs and conserve cash over the months ahead including reducing all salaries. Titanium’s President and Chief Executive Officer voluntarily reduced his salary by 20% and the other members of the management team voluntarily reduced their salaries by 15%.

FINANCIAL OVERVIEW

Titanium is focused on achieving long-term financial success by implementing its innovative CVW™ technologies in commercial operations at oil sands sites. With the FEED portion of the Project completed, the Company is working with Canadian Natural on Project activities post-FEED, including engineering optimization and planning for the potential implementation of its technology at Canadian Natural’s Horizon site.  However, until Project activities post-FEED are completed to the satisfaction of the parties, commercial arrangements and investment decisions are made, and facilities constructed and operating, the Company expects to continue to incur losses.  Currently, quarterly (income)/losses are comprised of research and development (“R&D”) project costs, recovery of project costs, and general and administrative (“G&A”) expenditures.

Net Income (Loss) – For the year ended December 31, 2019, the Company had net income of $3,250 compared to a loss of $7.6 million for the year ended December 31, 2018.  The recovery of Project contributions in respect of the FEED ($3.5 million) and a SR&ED tax credit ($71,000) during the year ended December 31, 2019 exceeded total R&D costs of $1.6 million which resulted in a net recovery of $2.0 million for R&D. This R&D recovery offset G&A expense of $2.0 million during the year resulting in $3,250 net income reported.  For a development stage company, and given the timing of Project contributions, in respect of the FEED, the net income reported was in line with expectations.

Research & Development – R&D spending during the year ended December 31, 2019 consisted primarily of compensation for technical staff and on-going minerals testing and analysis.  With completion of the FEED portion of the Project in the first quarter of 2019, R&D was in a net recovery of $2.0 million for the year ended December 31, 2019 due primarily to the $3.5 million receipt of Project contributions with respect to the FEED and to a lesser extent receipt of a refundable SR&ED tax credit.  Project costs were lower by $8.2 million for the year ended December 31, 2019 compared to the same period in 2018 due to the completion of the FEED portion of the Project on February 28, 2019.  The Company continues to work on Project activities post-FEED including, market development and a minerals evaluation program for the new Horizon south mining area expected to be mined in the timeframe a potential CVW™ project would be commissioned.

General & Administrative – For the year ended December 31, 2019, cash expenses were lower by $0.2 million which was offset by increases in non-cash deferred compensation of $0.1 million.  Cash expenses were lower for the year ended December 31, 2019 in all categories except for a small increase in travel costs where activity was focused on minerals market development work with potential customers for future minerals off-take agreements in international markets.  Stock based compensation was lower during the three and twelve-month period ended December 31, 2019 as the Company granted 1,125,000 stock options on April 30, 2018 and the number and fair value of stock options being amortized was lower in the three and twelve month periods ended December 31, 2019 than the comparative three and twelve-month periods ended December 31, 2018.

Cash Position – The Company had an aggregate of $5.1 million in cash at December 31, 2019 consisting of $3.1 million in interest-bearing cash accounts and a $2.0 million 30-day cashable GIC as compared to $0.8 million at December 31, 2018.  The increase in cash related primarily to the closing of the private placement in May of 2019 and collection of $3.5 million in Project contributions with respect to the FEED during the year.  The Company closed a private placement in two tranches with the issuance of 6,089,485 units ($0.70 per share) for net aggregate proceeds of $4.1 million net of share issue costs. 

To view the Company’s management’s discussion and analysis and audited financial statements for the year ended December 31, 2019, please visit our website at www.titaniumcorporation.com or SEDAR at www.sedar.com.

Further to the notice of the annual and special meeting above, the record date for shareholders to receive notice and be entitled to vote at the Meeting is May 11, 2020.  Further information will be included in the Company's management information circular in respect of the Meeting, which is expected to be mailed to shareholders and filed under the Company's profile on www.sedar.com in mid-May and will also be made available on the Company's website at www.titaniumcorporation.com.

About Titanium Corporation Inc.

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 commencing with the production and export of zircon, an essential ingredient in ceramics. The Company’s shares trade on the TSX-V under the symbol “TIC”. For more information please visit the Company’s website at www.titaniumcorporation.com.

Disclosure regarding forward-looking information

This news release contains forward-looking statements and information within the meaning of applicable Canadian securities laws (collectively, "forward-looking information") that reflect the current expectations of management about the future results, performance, achievements, prospects or opportunities for Titanium, including statements relating to the occurrence and timing of future steps with respect to the CVW™ Horizon Project, including the Project activities post-FEED and the factors that are expected to affect such occurrence and timing; the continued effective collaboration between the Company and Canadian Natural; the Company's ongoing engagement with its business partners and government funding agencies; the expected timing and format of the Meeting, as well as the timing for mailing and posting of materials relating to the Meeting; the Company's continuing cash conservation program; the Company's ongoing evaluation of financing opportunities, including grant and financing opportunities from applicable government programs; and the advantages of the Company's technology in assisting with the recovery of the energy industry in Alberta and Canada.  This forward-looking information generally can be identified by use of forward-looking words such as "may", "will", "expect", "estimate", "anticipate", "believe", "project", "should" or "continue" or the negative thereof or similar variations.

Forward-looking information is presented in this news release for the purpose of assisting investors and others in understanding certain key elements of our financial results and business plan, as well as our objectives, strategic priorities and business outlook, and in obtaining a better understanding of our anticipated operating environment. Readers are cautioned that such forward-looking information may not be appropriate for other purposes.

Forward-looking information, by its very nature, is subject to inherent risks and uncertainties and is based on many assumptions, both general and specific, which give rise to the possibility that actual results or events could differ materially from our expectations expressed in or implied by such forward-looking information and that our business outlook, objectives, plans and strategic priorities may not be achieved.  Macro-economic conditions, including public health concerns (including the impact of the COVID-19 pandemic) and other geopolitical risks, the condition of the global economy and, specifically, the condition of the crude oil and natural gas industry including the collapse of global crude oil prices, other commodity prices and the decrease in global demand for crude oil in 2020, and the ongoing significant volatility in world markets may adversely impact oil sands producers' program plans, including proceeding with an investment decision in further Project activities post-FEED or any final investment decision with respect to commercialization, which could materially adversely impact the Company. In addition to other factors and assumptions which may be identified in this news release, assumptions have been made regarding, among other things: the condition of the global economy, including trade, public health (including the impact of the COVID-19 pandemic) and other geopolitical risks, including the fact that any estimates of Project next steps post-FEED , as well as the detailed engineering and construction period may be affected by the COVID-19 pandemic, condition of the global economy and commodity prices, in particular crude oil prices; the stability of the economic and political environment in which the Company operates; the success of the Project activities post-FEED, including the expected assessment of post-FEED engineering reviews for next steps as part of the Project activities post-FEED; the ability of the Company to hold the virtual Meeting at the end of June 2020; the ability of the Company to enter into commercial contracts with oil sands producers and to achieve commercialization of the CVW™ technology, including the anticipated scope of such commercial contracts; the ability of the Company to enter into commercial contracts with other strategic partners in relation to building and operating facilities, as required; the ability of the Company to retain qualified staff; the ability of the Company to obtain financing on acceptable terms, including available grant and financing opportunities from government programs and finalizing funding agreements for such government programs; the translation of the results from the Company's research, pilot programs, Project activities during the FEED, Project activities post-FEED and studies into the results expected on a commercial scale; the belief that the Company's technology will provide important environmental and economic benefits that will assist with the recovery of a resilient and sustainable energy industry in Alberta and Canada; the anticipated timing for the completion of detailed engineering and construction once all Project activities post-FEED are completed and a final decision to proceed has been made; future crude oil and zircon prices and the impact of lower prices on activity levels and cost savings of oil sands producers; the impact of increasing competition; the ability to protect and maintain the Company's intellectual property; currency, exchange and interest rates; the regulatory framework regarding royalties, taxes and environmental matters in the jurisdictions in which the Company operates; and the ability of the Company to successfully market its CVW™ technology. The Company has not commercially demonstrated its technologies and there can be no assurance that our research, pilot programs, Project activities during the FEED, Project activities post-FEED and related 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 information.  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 most recently filed management's 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 contained in this news release describes our expectations as of April 27, 2020 and, accordingly, is subject to change after such date.  Except as may be required by Canadian securities laws, we do not undertake any obligation to update or revise any forward-looking information contained in this news release, whether as a result of new information, future events or otherwise.

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 NelsonJennifer Kaufield
President & CEOVice President, Finance & CFO
Tel: (403) 561-0439Tel: (403) 874-9498
Email: snelson@titaniumcorporation.comEmail: jkaufield@titaniumcorporation.com

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