Titan Mining Corp 6-K, filed Jan 26, 2026
Titan Mining Corp (TII)
About this 6-K
Titan Mining Corp filed this 6-K on January 26, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of January 2026
Commission File Number 001- 42955
Titan Mining Corporation
(Translation of registrant’s name into English)
Suite 555, 999 Canada Place
Vancouver, British Columbia, Canada V6C 3E1
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40F:
Form 20-F ☐ Form 40-F ☒
The following documents are being submitted herewith:
| Exhibit | Description | |
| 99.1 | Promissory Note with Augusta Investments Inc. dated November 1, 2023 | |
| 99.2 | Amendment to Promissory Note dated April 30, 2025 |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Titan Mining Corporation | ||
| (Registrant) | ||
| Date: January 22, 2026 | By: | /s/ Tom Ladner |
| Name: | Tom Ladner | |
| Title: | General Counsel | |
2
Exhibit 99.1
TITAN MINING CORPORATION PROMISSORY NOTE
US $5,350,000.00 |
November 1, 2023 |
For Value Received, the undersigned, TITAN MINING CORPORATION (the “Borrower”) promises to pay to or to the order of AUGUSTA INVESTMENTS INC. (the “Lender”) at 555 – 999 Canada Place, Vancouver, British Columbia, V6C 3E1, or at such other address as the Lender may direct in writing the principal sum of FIVE MILLION THREE HUNDRED FIFTY THOUSAND US DOLLARS (US$5,350,000) (the “Principal Amount”) and accrued interest calculated on the Principal Amount in accordance with the terms of this promissory note (the “Note”):
| 1. | National Bank Subordination Agreement. The Lender’s rights, privileges, and benefits under this Note are subject to a Subordination and Postponement Agreement with National Bank of Canada (“National Bank”) dated October 31, 2023 (the “Subordination Agreement”). To the extent there is any conflict, inconsistency, or ambiguity between the terms of this Note and the Subordination Agreement, the terms of the Subordination Agreement take precedence and will prevail over the terms of this Note. |
| 2. | Interest. Interest will accrue on the Principal Amount at the rate of ten percent (10.00%), calculated and compounded annually, not in advance, as well after as before maturity, default or judgment until the Principal Amount is repaid in full. Interest will start to accrue as of November 1, 2023 until repayment in full of the Note. |
| 3. | Interest Payment Conditions. The Borrower will make interest payments to the Lender only when payments of interest meet the criteria of a “Permitted Payment”, as such term is defined in the Subordination Agreement. If the loan to National Bank is paid out in full and the Subordination Agreement is of no further force or effect, the Borrower will make monthly payments of interest to the Lender on the last business day of each month until the Repayment Date. |
| 4. | Repayment Date. The Borrower will pay the Principal Amount and all accrued interest thereon to the Lender in full on or before May 1, 2025 (the “Repayment Date”). |
| 5. | Pre-Payment Privileges. The Borrower may prepay the Principal Amount and accrued interest in whole or in part at any time and from time to time provided any pre-payment satisfies the criteria of a “Permitted Payment”, as such term is defined in the Subordination Agreement. If the loan to National Bank is paid out in full and the Subordination Agreement is of no further force or effect, the Borrower may prepay the Principal Amount and accrued interest in whole or in part at any time and from time to time. |
| 6. | Subsequent Titan Financings and Equity Financings. If the Borrower completes new financings or raises additional capital by issuing shares in the Borrower, the Borrower must use the new financing funds or new capital funds to pay down the amount owing to the Lender under this Note. |
| 7. | Form of Payments. The Borrower will make all payments to the Lender by bank draft or certified cheque and deliver payment to the Lender at the Lender’s address as designated in accordance with the terms of this Note. Each payment will be deemed to be received on the date of payment if such payment is delivered to the Lender on a business day before 1:00 pm, otherwise it will be deemed to be made as of the following business day. |
| 8. | Loan Initiation Fee. The Lender will have earned an initiation fee of Three Hundred Fifty Thousand US Dollars (US$350,000) (the “Initiation Fee”) at the time the Lender advances Five Million US Dollars (US$5,000,000) to the Borrower or as directed by the Borrower. The Principal Amount of this Note includes the Initiation Fee. On receipt of written demand from the Lender and provided payment of the Initiation Fee is permitted under the terms of the Subordination Agreement, the Borrower will pay the Initiation Fee within ten (10) business days of receipt of a written demand from the Lender. |
| 9. | Titan Warrants. The Borrower grants the Lender Six Million (6,000,000) warrants (the “Titan Warrants”) in the capital stock of the Borrower exercisable at the “market price”, as such term is defined under TSX policies on the date of this Note, and for a term of five (5) years from the date of this Note. If and when the Lender exercises all or some of the Titan Warrants, the Lender may pay the amount due for the exercised warrants by set-off of the warrant exercise price from the then outstanding amount due to the Lender under this Note. The Borrower covenants to do all acts and sign all documents as the Lender may reasonably request to issue the Titan Warrants to the Lender in compliance with applicable laws, including all securities legislation. |
| 10. | Default. It will be an “Event of Default” if the Borrower fails to: |
| (a) | make a payment when due under this Note; |
| (b) | the Borrower breaches the terms of the “Senior Credit Agreement”, as such term is defined in the Subordination Agreement or any security granted by the Borrower to National Bank in connection with the “Senior Credit Agreement”; |
| (c) | the Borrower becomes insolvent, makes a general assignment for the benefit of creditors or the Borrower admits its inability to pay its debts as they become due; |
| (d) | any bankruptcy, insolvency, reorganization, or arrangement or similar debt or similar proceedings is instituted against the Borrower and is not dismissed within a period of sixty (60) days from the date it is commenced; or |
| (e) | an order for relief is entered against the Borrower under the Bankruptcy and Insolvency Act (Canada) or the Borrower is adjudicated bankrupt or insolvent under or institutes any bankruptcy, insolvency, reorganization or arrangement of debt or similar proceedings relating to the Borrower under the laws of any jurisdiction; |
(each an “Event of Default”).
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| 11. | Remedies for an Event of Default. On the occurrence of an Event of Default and subject to the terms of the Subordination Agreement: |
| (a) | the entire Principal Amount and all accrued interest on the Principal Amount will immediately become due and payable without the requirement of any notice or demand by the Lender; and |
| (b) | the Lender may exercise any and all rights, powers, remedies and recourse available to the Lender under this Note or any other rights generally available at law, in equity or otherwise in order for the Lender to enforce payment of the Principal Amount and all unpaid accrued interest. |
| 12. | Notice to the Borrower. Any notice, demand or other communication required or permitted to be given under this Note to the Borrower will be in writing and delivered in person, by pre-paid courier, or e-mail to Borrower as follows: |
555 – 999 Canada Place
Vancouver, BC V6C 3E1
Attention: Purni Parikh
e-mail: purni@augustacorp.com
or to such other address or e-mail address the Borrower may designate pursuant to this provision. Any notice, demand or communication will be deemed to have been delivered as of the date of delivery if delivered at the place of receipt before 4:00 p.m. local time, otherwise it will be deemed delivered as of the next business day at the place of receipt. The Lender may require that the Borrower have an address in Canada where notices, demands or communications may be physically delivered.
| 13. | Waiver by Borrower. The Borrower waives presentment, protest, notice of protest and notice of dishonor of this Note. |
| 14. | Enforcement of Costs. The Borrower will be liable for any damages or expenses that the Lender incurs by reason of an Event of Default including, without limitation, all costs to enforce this Note and to collect the Principal Amount and all accrued interest. |
| 15. | Time. Time is of the essence under this Note and the payments of all amounts due to the Lender. |
| 16. | Waiver. No failure or delay on the part of the Lender in exercising any right, power or privilege under this Note will operate as a waiver thereof. Each waiver must be in writing and signed by the Lender. A waiver will be limited to the specific event for which it was granted and will not be a general waiver of subsequent breaches of this Note by the Borrower. |
| 17. | Governing Law. This Note will be governed by and interpreted in accordance with the laws of the Province of British Columbia and the laws of Canada applicable in the Province. Without prejudice to the right of the Lender to commence proceedings with respect to this Note in any other jurisdiction, the Borrower hereby irrevocably attorns and submits to the jurisdiction of the courts of the Province of British Columbia. |
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| 18. | US Currency. All references to dollars in this Note are to United States of America Dollars and the Borrower will repay this Note in United States of America Dollars and not in any other currency. |
| 19. | Amendments. No amendment of this Note is effective unless in writing and signed by the Lender. |
| 20. | Enurement. This Note will enure to the benefit of the Lender and its successors and assigns, and will be binding on the Borrower and its successors, including any corporation that the Borrower may amalgamate with in the future. |
| TITAN MINING CORPORATION | |||
| Per: | (Signed) Purni Parikh | ||
| Name: | Purni Parikh | ||
| Title: | SVP Corporate Affairs | ||
(I have authority to bind the Corporation)
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Exhibit 99.2
AMENDMENT TO PROMISSORY NOTE
THIS AMENDMENT (this “Amendment”) is made effective as of April 30, 2025 (the “Amendment Date”).
WHEREAS, on November 1, 2023, TITAN MINING CORPORATION (the “Corporation”), entered into a Promissory Note with AUGUSTA INVESTMENTS INC. (the “Lender”) by which the Corporation unconditionally promised to pay to the order of the Lender a principal sum of US $5,350,000, with interest on the outstanding principal amount accruing annually at the rate of 10.00%, calculated and compounded annually (the “Promissory Note”);
WHEREAS, the Corporation has repaid the Lender US $350,000 of the original principal amount, referred to as the Initiation Fee in the Promissory Note. The principal amount of the Promissory Note, less the Initiation Fee, was US $5,000,000 as of November 1, 2023;
WHEREAS, the Corporation and the Lender wish to amend the Promissory Note to extend the repayment date to November 1, 2025;
NOW THEREFORE, in consideration of the premises and mutual agreements herein contained, and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each party), the Corporation and the Lender agree as follows:
| 1. | Definitions. Capitalized words and expressions used in this Amendment but not defined herein shall have the meaning ascribed to them in the Promissory Note; |
| 2. | Amendments to the Promissory Note. As of the Amendment Date, section 4 of the Promissory Note is hereby amended by adding, after section 4 of the Promissory Note, the following: |
“Repayment Date. The Borrower will pay the outstanding Principal Amount and all accrued interest thereon to the Lender in full on or before November 1, 2025 (the “Repayment Date”).”
| 3. | Date of Effectiveness; Limited Effect. This Amendment becomes effective as of the Amendment Date. Except as expressly provided in this Amendment, all of the terms and provisions of the Promissory Note are and will remain in full force and effect. On and after the Amendment Date, each reference to the Promissory Note in any other agreements, documents, or instruments will mean and be a reference to the Promissory Note as amended by this Amendment. |
| 4. | No Novation. This Amendment represents amendments made by the parties to the same and continuing indebtedness contemplated by the Promissory Note when such Promissory Note was initially issued. The Corporation and the Lender hereby agree that the amendments contemplated herein do not result in, and the parties intend that such amendments do not result in, a novation in respect of any portion of the Promissory Note, a substitution of all or any portion of the indebtedness contemplated by the Promissory Note or a discharge, rescission or extinguishment of all or any portion of the Promissory Note or the indebtedness contemplated thereunder. |
| 5. | Miscellaneous. |
| a. | Further Assurances Each of the parties hereto shall promptly do, make, execute, deliver, or cause to be done, made, executed or delivered, all such further acts, documents and things as the other party hereto may reasonably require from time to time for the purpose of giving effect to this Amendment and shall use reasonable efforts and take all such steps as may be reasonably within its power to implement to their full extent the provisions of this Amendment. |
| b. | Governing Law and Forum. This Amendment and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Amendment and the transactions contemplated hereby shall be governed by and interpreted in accordance with the laws of the Province of British Columbia and the laws of Canada applicable in the Province. |
| c. | Headings. The headings in this Amendment are for reference only and do not affect the interpretation of this Amendment. |
| d. | Counterparts. This Amendment may be executed in one or more counterparts, each of which shall conclusively be deemed to be an original but all of which taken together shall be deemed to constitute one and the same agreement. A facsimile or electronic transmission of the Amendment bearing a signature on behalf of a Party shall be legal and binding on such Party. |
| e. | Entire Agreement. This Amendment constitutes the entire agreement among the parties with respect to the subject matter hereof and cancels and supersedes any prior understandings, agreements, negotiations and discussions among the parties with respect to the subject matter hereof. |
[signature page follows]
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IN WITNESS WHEREOF the Corporation and the Lender have executed this Amendment on the date first written above.
| TITAN MINING CORPORATION | ||
| Per: | (Signed) “Rita Adani” | |
| Name: | Rita Adani | |
| Title: | President | |
AUGUSTA INVESTMENTS INC.
| Per: | (Signed) “Richard Warke” | |
| Name: | Richard Warke | |
| Title: | Director |
[Signature page to Amendment to Augusta Note]
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