Subscription for Units of Titanium Corporation Inc. by Moss Kadey
December 20 2021 - 8:30PM
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
"Substituted Purchasers") 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.
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