Titan Mining Corp 40-F/A, filed Mar 27, 2026
Titan Mining Corp (TII)
About this 40-F/A
Titan Mining Corp filed this 40-F/A on March 27, 2026, covering the fiscal year ended December 31, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
OR
| For the fiscal year ended: | Commission File Number: |
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English (if applicable))
British Columbia,
(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))
(Address and telephone number of Registrant’s principal executive offices)
(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 | ||
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:
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:
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.
☒ 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).
☒ 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: | ||
| 0 | Vancouver, British Columbia, |
Titan Mining Corporation
EXPLANATORY NOTE
1
EXHIBIT INDEX
2
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 | |||
3
Exhibit 99.4
CERTIFICATION
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Rita Adiani, certify that:
1. I have reviewed this Annual Report on Form 40-F/A of Titan Mining Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Date: March 27, 2026
|
/s/ Rita Adiani |
|
| Name: Rita Adiani | |
| Title: President and Chief Executive Officer | |
| (principal executive officer) |
Exhibit 99.5
CERTIFICATION
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Kevin Hart, certify that:
1. I have reviewed this Annual Report on Form 40-F/A of Titan Mining Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Date: March 27, 2026
| /s/ Kevin Hart | |
| Kevin Hart | |
| Chief Financial Officer | |
| (principal financial officer) |
Exhibit 99.7
CONSENT OF QUALIFIED PERSON
This consent is provided in connection with the filing of the Annual Report on Form 40-F of Titan Mining Corporation (the “Company”) with the United States Securities and Exchange Commission (the “SEC”) and any amendments thereto, and any exhibits or documents incorporated by reference therein (collectively, the “Annual Report”). The Annual Report incorporates by reference, among other things, the Company’s Annual Information Form for the year ended December 31, 2025, the Company’s Management’s Discussion and Analysis for the year ended December 31, 2025, and the Audited Consolidated Financial Statements of the Company for the years ended December 31, 2025 and 2024, including the notes thereto.
I, Bahareh Asi, hereby consent to (i) the inclusion and incorporation by reference in the Company’s Annual Report of references to any information derived or summarized from the technical report entitled “Empire State Mines 2025 NI 43-101 Technical Report” with an effective date of December 1, 2025, or portions thereof, that was prepared by me and others; and (ii) the use of and references to my name, including as an expert or “qualified person”, in each case where used or incorporated by reference into the Annual Report.
I also hereby consent to such use of my name in and the incorporation by reference of such information contained or incorporated by reference in the Annual Report and exhibits thereto into the Company’s Registration Statement on Form F-10 (No. 333-292602).
March 27, 2026
| /s/ Bahareh Asi | |
| Bahareh Asi, P.Eng. |
Exhibit 99.8
CONSENT OF QUALIFIED PERSON
This consent is provided in connection with the filing of the Annual Report on Form 40-F of Titan Mining Corporation (the “Company”) with the United States Securities and Exchange Commission (the “SEC”) and any amendments thereto, and any exhibits or documents incorporated by reference therein (collectively, the “Annual Report”). The Annual Report incorporates by reference, among other things, the Company’s Annual Information Form for the year ended December 31, 2025, the Company’s Management’s Discussion and Analysis for the year ended December 31, 2025, and the Audited Consolidated Financial Statements of the Company for the years ended December 31, 2025 and 2024, including the notes thereto.
I, David Willock, hereby consent to (i) the inclusion and incorporation by reference in the Company’s Annual Report of references to any information derived or summarized from the technical report entitled “Empire State Mines 2025 NI 43-101 Technical Report” with an effective date of December 1, 2025, or portions thereof, that was prepared by me and others; and (ii) the use of and references to my name, including as an expert or “qualified person”, in each case where used or incorporated by reference into the Annual Report.
I also hereby consent to such use of my name in and the incorporation by reference of such information contained or incorporated by reference in the Annual Report and exhibits thereto into the Company’s Registration Statement on Form F-10 (No. 333-292602).
March 27, 2026
| /s/ David Willock | |
| David Willock, P.Eng. |
Exhibit 99.9
CONSENT OF QUALIFIED PERSON
This consent is provided in connection with the filing of the Annual Report on Form 40-F of Titan Mining Corporation (the “Company”) with the United States Securities and Exchange Commission (the “SEC”) and any amendments thereto, and any exhibits or documents incorporated by reference therein (collectively, the “Annual Report”). The Annual Report incorporates by reference, among other things, the Company’s Annual Information Form for the year ended December 31, 2025, the Company’s Management’s Discussion and Analysis for the year ended December 31, 2025, and the Audited Consolidated Financial Statements of the Company for the years ended December 31, 2025 and 2024, including the notes thereto.
I, Derick de Wit, hereby consent to (i) the inclusion and incorporation by reference in the Company’s Annual Report of references to any information derived or summarized from the technical report entitled “Empire State Mines 2025 NI 43-101 Technical Report” with an effective date of December 1, 2025, or portions thereof, that was prepared by me and others; and (ii) the use of and references to my name, including as an expert or “qualified person”, in each case where used or incorporated by reference into the Annual Report.
I also hereby consent to such use of my name in and the incorporation by reference of such information contained or incorporated by reference in the Annual Report and exhibits thereto into the Company’s Registration Statement on Form F-10 (No. 333-292602).
March 27, 2026
| /s/ Derick de Wit | |
| Derick de Wit, FAusIMM |
Exhibit 99.10
CONSENT OF QUALIFIED PERSON
This consent is provided in connection with the filing of the Annual Report on Form 40-F of Titan Mining Corporation (the “Company”) with the United States Securities and Exchange Commission (the “SEC”) and any amendments thereto, and any exhibits or documents incorporated by reference therein (collectively, the “Annual Report”). The Annual Report incorporates by reference, among other things, the Company’s Annual Information Form for the year ended December 31, 2025, the Company’s Management’s Discussion and Analysis for the year ended December 31, 2025, and the Audited Consolidated Financial Statements of the Company for the years ended December 31, 2025 and 2024, including the notes thereto.
I, Steven M. Trader, hereby consent to (i) the inclusion and incorporation by reference in the Company’s Annual Report of references to any information derived or summarized from the technical report entitled “Empire State Mines 2025 NI 43-101 Technical Report” with an effective date of December 1, 2025, or portions thereof, that was prepared by me and others; and (ii) the use of and references to my name, including as an expert or “qualified person”, in each case where used or incorporated by reference into the Annual Report.
I also hereby consent to such use of my name in and the incorporation by reference of such information contained or incorporated by reference in the Annual Report and exhibits thereto into the Company’s Registration Statement on Form F-10 (No. 333-292602).
March 27, 2026
| /s/ Steven M. Trader | |
| Steven M. Trader, PG, CPG |
Exhibit 99.11
CONSENT OF QUALIFIED PERSON
This consent is provided in connection with the filing of the Annual Report on Form 40-F of Titan Mining Corporation (the “Company”) with the United States Securities and Exchange Commission (the “SEC”) and any amendments thereto, and any exhibits or documents incorporated by reference therein (collectively, the “Annual Report”). The Annual Report incorporates by reference, among other things, the Company’s Annual Information Form for the year ended December 31, 2025, the Company’s Management’s Discussion and Analysis for the year ended December 31, 2025, and the Audited Consolidated Financial Statements of the Company for the years ended December 31, 2025 and 2024, including the notes thereto.
I, Todd McCracken, hereby consent to (i) the inclusion and incorporation by reference in the Company’s Annual Report of references to any information derived or summarized from the technical report entitled “Empire State Mines 2025 NI 43-101 Technical Report” with an effective date of December 1, 2025, or portions thereof, that was prepared by me and others; and (ii) the use of and references to my name, including as an expert or “qualified person”, in each case where used or incorporated by reference into the Annual Report.
I also hereby consent to such use of my name in and the incorporation by reference of such information contained or incorporated by reference in the Annual Report and exhibits thereto into the Company’s Registration Statement on Form F-10 (No. 333-292602).
March 27, 2026
| /s/ Todd McCracken | |
| Todd McCracken, P.Geo. | |
Exhibit 99.12
CONSENT OF QUALIFIED PERSON
This consent is provided in connection with the filing of the Annual Report on Form 40-F of Titan Mining Corporation (the “Company”) with the United States Securities and Exchange Commission (the “SEC”) and any amendments thereto, and any exhibits or documents incorporated by reference therein (collectively, the “Annual Report”). The Annual Report incorporates by reference, among other things, the Company’s Annual Information Form for the year ended December 31, 2025, the Company’s Management’s Discussion and Analysis for the year ended December 31, 2025, and the Audited Consolidated Financial Statements of the Company for the years ended December 31, 2025 and 2024, including the notes thereto.
I, Deepak Malhotra, hereby consent to (i) the inclusion and incorporation by reference in the Company’s Annual Report of references to any information derived or summarized from the technical report entitled “Empire State Mines 2025 NI 43-101 Technical Report” with an effective date of December 1, 2025, or portions thereof, that was prepared by me and others; and (ii) the use of and references to my name, including as an expert or “qualified person”, in each case where used or incorporated by reference into the Annual Report.
I also hereby consent to such use of my name in and the incorporation by reference of such information contained or incorporated by reference in the Annual Report and exhibits thereto into the Company’s Registration Statement on Form F-10 (No. 333-292602).
March 27, 2026
| /s/ Deepak Malhotra | |
| Deepak Malhotra, P.Eng. |
Exhibit 99.13
CONSENT OF QUALIFIED PERSON
This consent is provided in connection with the filing of the Annual Report on Form 40-F of Titan Mining Corporation (the “Company”) with the United States Securities and Exchange Commission (the “SEC”) and any amendments thereto, and any exhibits or documents incorporated by reference therein (collectively, the “Annual Report”). The Annual Report incorporates by reference, among other things, the Company’s Annual Information Form for the year ended December 31, 2025, the Company’s Management’s Discussion and Analysis for the year ended December 31, 2025, and the Audited Consolidated Financial Statements of the Company for the years ended December 31, 2025 and 2024, including the notes thereto.
I, Oliver Peters, hereby consent to (i) the inclusion and incorporation by reference in the Company’s Annual Report of references to any information derived or summarized from the technical report entitled “Empire State Mines 2025 NI 43-101 Technical Report” with an effective date of December 1, 2025, or portions thereof, that was prepared by me and others; and (ii) the use of and references to my name, including as an expert or “qualified person”, in each case where used or incorporated by reference into the Annual Report.
I also hereby consent to such use of my name in and the incorporation by reference of such information contained or incorporated by reference in the Annual Report and exhibits thereto into the Company’s Registration Statement on Form F-10 (No. 333-292602).
March 27, 2026
| /s/ Oliver Peters | |
| Oliver Peters, P.Eng., MBA. |
Exhibit 99.14
CONSENT OF QUALIFIED PERSON
This consent is provided in connection with the filing of the Annual Report on Form 40-F of Titan Mining Corporation (the “Company”) with the United States Securities and Exchange Commission (the “SEC”) and any amendments thereto, and any exhibits or documents incorporated by reference therein (collectively, the “Annual Report”). The Annual Report incorporates by reference, among other things, the Company’s Annual Information Form for the year ended December 31, 2025, the Company’s Management’s Discussion and Analysis for the year ended December 31, 2025, and the Audited Consolidated Financial Statements of the Company for the years ended December 31, 2025 and 2024, including the notes thereto.
I, Donald R. Taylor, hereby consent to (i) the inclusion and incorporation by reference in the Company’s Annual Report of references to any information derived or summarized from the technical report entitled “Empire State Mines 2025 NI 43-101 Technical Report” with an effective date of December 1, 2025, or portions thereof, that was prepared by me and others; and (ii) the use of and references to my name, including as an expert or “qualified person”, in each case where used or incorporated by reference into the Annual Report.
I also hereby consent to such use of my name in and the incorporation by reference of such information contained or incorporated by reference in the Annual Report and exhibits thereto into the Company’s Registration Statement on Form F-10 (No. 333-292602).
March 27, 2026
| /s/ Donald R. Taylor | |
| Donald R. Taylor, MSc., PG |