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TORONTO: Titanium Corporation Inc. (TSXV:TIC) is pleased to announce that it has retained BMO Nesbitt Burns Inc. to act as its lead agent in connection with a private placement offering on a best efforts basis of common shares at a price to be determined for gross proceeds of $35 million. The offering remains subject to the settlement of the final terms of the offering between BMO Nesbitt Burns Inc. and Titanium Corporation Inc., including the size of the offering, the price at which common shares will be offered and other conditions of the offering. The common shares will be subject to a four-month hold period under applicable Canadian securities laws. The net proceeds of the private placement will be used primarily to fund the next phase of the Company's Oil Sands Project including the design, engineering and construction of scalable production facilities and for general corporate purposes.
In contemplation of the next phase of its Oil Sands Project, the Board of Directors of Titanium Corporation decided not to undertake additional work or expenditures in Nova Scotia (the "Exploration Properties") at this time. As a result, the Company recognized the full cost of $4,920,391 relating to these mining claims and exploration costs and $99,781 relating to the Nova Scotia pilot plant and exploration equipment as a non-cash charge in the third quarter. While at this time the Company does not intend on pursuing further work on the Exploration Properties it will continue to hold six out of the twelve exploration licenses that have remaining assessment work credits.
The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release 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 State in which such offer, solicitation or sale would be unlawful.
About Titanium Corporation
Titanium Corporation Inc. is a Toronto-based mineral development company whose shares are listed on the TSX Venture Exchange under the symbol "TIC", U.S. clearing symbol "TITUF", CUSIP Number: 88833T104. The Company's mission is to become the first titanium and zircon sand producer from Canada's oil sands. Through extensive research, including the construction and operation of a pilot facility, the Company has developed proprietary technology to recover valuable titanium-bearing minerals and zircon from oil sands tailings. For more information, please visit www.titaniumcorporation.com.
Disclosure regarding forward-looking statements
Note: This press release contains projections and forward-looking information that involve various risks and uncertainties regarding future events. Such forward-looking information can include without limitation statements based on current expectations which are based on assumptions and are subject to a number of risks and uncertainties and are not guarantees of future performance of the Corporation. These risks and uncertainties could cause actual results and the Corporation's plans and objectives to differ materially from those expressed in the forward-looking information. Actual results and future events could differ materially from those anticipated in such information. These risks and uncertainties are more particularly described on page 24 in the Risk Factors section of Titanium Corporation's Annual Information Form which was filed on SEDAR (www.sedar.com) January 18, 2005, as updated by the Corporation's Annual and Quarterly Management's Discussion and Analysis. Most notably these risks and assumptions include risks associated with the market price of zircon and titanium products, costs of construction and operation of facilities, and assumptions about construction, timing and delivery. These and all subsequent written and oral forward-looking information are based on estimates and opinions of management on the dates they are made and expressly qualified in their entirety by this notice. The Corporation assumes no obligation to update forward-looking information should circumstances or management's estimates or opinions change.
The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy and accuracy of this release.
For further information:
George Elliott, Chairman
(416) 955-0715 X 222
Scott Nelson, President & CEO
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