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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F/A
(Amendment No. 1)
☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒ ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| For the fiscal year ended: December 31, 2025 | Commission File Number: 001-42955 |
Titan Mining Corporation
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English (if applicable))
British Columbia, Canada
(Province or other jurisdiction of incorporation or organization)
1040
(Primary Standard Industrial Classification Code Number (if applicable))
Not Applicable
(I.R.S. Employer Identification Number (if applicable))
Suite 555, 999 Canada Place
Vancouver, British Columbia, Canada V6C 3E1
(604) 687-1717
(Address and telephone number of Registrant’s principal executive offices)
Cogency Global Inc.
122 E. 42nd Street, 18th Floor
New York, New York 10168
(800) 221-0102
(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of each class | | Ticker Symbol(s) | | Name of each exchange on which registered |
| Common Shares, no par value | | TII | | NYSE American LLC |
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
(Title of Class)
For annual reports, indicate by check mark the information filed with this Form:
☒ Annual information form ☒ Audited annual financial statements
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 91,616,438 common shares.
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
YES ☒ NO ☐
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).
YES ☒ NO ☐
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging growth company ☒
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
| † | The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the Registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the Registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
| Auditor Firm Id: | | Auditor Name: | | Auditor Location: |
| 01263 | | Ernst & Young LLP | | Vancouver, British Columbia, Canada |
Titan Mining Corporation
EXPLANATORY NOTE
This Amendment No. 1 (the “Amendment”) on Form 40-F/A to the Annual Report on Form 40-F of Titan Mining Corporation (the “Registrant”) for the year ended December 31, 2025 amends the Registrant’s original Annual Report on Form 40-F (the “Original Form 40-F”) that was initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 19, 2026. This Amendment is being filed to file consents from certain qualified persons, which were inadvertently omitted in the Original Form 40-F.
In addition, as required by Rule 12b-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Registrant’s Principal Executive Officer and Principal Financial Officer are filed herewith as exhibits to this Amendment, in the Exhibit List attached hereto, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to the Registrant’s disclosure controls and procedures as defined in Rule 13a-15(e) or 15d-15(e) of the Exchange Act or the Registrant’s internal control over financial reporting as defined in Rule 13a-15(f) or 15d-15(f) of the Exchange Act, paragraphs 3, 4 and 5 of the certifications have been omitted. The Registrant is also not including new certifications under Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) (Section 906 of the Sarbanes-Oxley Act of 2002), as no financial statements are being filed with this Amendment.
Other than as expressly set forth herein, this Amendment does not, and does not purport to, amend, update or restate the information in the Original Form 40-F or reflect any events that have occurred after the Original Form 40-F was made. Information not affected by this Amendment remains unchanged and reflects the disclosures made at the time at which the Original Form 40-F was made. No changes have been made to the financial statements of the Registrant as contained in the Original Form 40-F. Accordingly, this Amendment should be read together with the Original Form 40-F and the Registrant’s other filings with the SEC.
EXHIBIT INDEX
| Exhibit No. |
|
Title of Exhibit |
| |
|
|
| 97.1 |
|
Titan Mining Corporation Clawback Policy (incorporated by reference to Exhibit 97.1 to the Original Form 40-F) |
| |
|
|
| 99.1 |
|
Annual Information Form of the Registrant for the year ended December 31, 2025 (incorporated by reference to Exhibit 99.1 to the Original Form 40-F) |
| |
|
|
| 99.2 |
|
Audited Consolidated Financial Statements of the Registrant for the years ended December 31, 2025 and 2024, together with the report of the Independent Registered Public Accounting Firm thereon (incorporated by reference to Exhibit 99.2 to the Original Form 40-F) |
| |
|
|
| 99.3 |
|
Management’s Discussion and Analysis of the Registrant for the year ended December 31, 2025 (incorporated by reference to Exhibit 99.3 to the Original Form 40-F) |
| |
|
|
| 99.4 |
|
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the United States Securities Exchange Act of 1934 |
| |
|
|
| 99.5 |
|
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the United States Securities Exchange Act of 1934 |
| |
|
|
| 99.6 |
|
Consent of Independent Registered Public Accounting Firm – Ernst & Young LLP (PCAOB ID: 42) (incorporated by reference to Exhibit 99.8 to the Original Form 40-F) |
| |
|
|
| 99.7 |
|
Consent of Bahareh Asi, P.Eng. |
| |
|
|
| 99.8 |
|
Consent of David Willock, P.Eng. |
| |
|
|
| 99.9 |
|
Consent of Derick de Wit, FAusIMM |
| |
|
|
| 99.10 |
|
Consent of Steven M. Trader, PG, CPG |
| |
|
|
| 99.11 |
|
Consent of Todd McCracken, P.Geo |
| |
|
|
| 99.12 |
|
Consent of Deepak Malhotra, P.Eng. |
| |
|
|
| 99.13 |
|
Consent of Oliver Peters, P.Eng., MBA |
| |
|
|
| 99.14 |
|
Consent of Donald R. Taylor, MSc., PG |
| |
|
|
| 101.INS |
|
Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document |
| |
|
|
| 101.SCH |
|
Inline XBRL Taxonomy Extension Schema Document |
| |
|
|
| 101.CAL |
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| |
|
|
| 101.DEF |
|
Inline XBRL Taxonomy Extension Definition Linkbase Document |
| |
|
|
| 101.LAB |
|
Inline XBRL Taxonomy Extension Label Linkbase Document |
| |
|
|
| 101.PRE |
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (formatted as Inline eXtensible Business Reporting Language (iXBRL) and contained in Exhibit 101). |
SIGNATURES
Pursuant to the requirements of the Exchange Act,
the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.
| |
Titan Mining Corporation |
| |
|
|
| |
By: |
/s/ Rita Adiani |
| |
|
Name: |
Rita Adiani |
| |
|
Title: |
President and Chief Executive Officer |
| |
|
|
|
| Date:
March 27, 2026 |
|
|
