Ms. Rita Adiani reports

TITAN MINING AND U.S. ARMY AGREE TO COMMERCIAL FRAMEWORK FOR STRATEGIC U.S. GRAPHITE PROCESSING FACILITY

Titan Mining Corp.'s wholly owned subsidiary, Empire State Mines LLC (ESM), and the United States Department of the Army have executed a term sheet establishing the principal commercial terms for an enhanced use lease (EUL) to develop a critical minerals processing facility on U.S. Army property.

The term sheet contemplates development of the proposed facility on approximately 97 acres of underutilized Army property at Anniston Army Depot in Alabama, providing Titan with a pathway to establish downstream graphite processing capacity within an existing strategic U.S. defence installation. Development would leverage established infrastructure, site access and co-ordinated utilities planning to support the fast-track construction of the facility.

Additional diligence continues at the Pine Bluff Arsenal in Arkansas and Fort Drum in New York.

Under the proposed framework, ESM would develop, finance, build, own and operate a commercial-scale graphite processing facility designed to produce value-added natural graphite products, including purified micronized graphite (PMG) in phase I and coated spherical purified graphite (CSPG) following customer qualifications, supporting U.S. defence, industrial and energy supply chains.

Highlights

• Long-term strategic framework: Initial 50-year lease term with two additional 25-year renewal options exercisable by ESM and the Army, providing the potential for up to 100 years of operating tenure, subject to the terms of the definitive EUL.
• Strategic U.S. defence infrastructure: The proposed facility would be developed on approximately 97 acres at Anniston Army Depot, providing a long-term platform for domestic graphite processing within an existing U.S. defence installation and the opportunity to leverage established infrastructure and co-ordinated utility planning.
• Army right of first offer: The proposed framework provides the Army with a right of first offer to purchase certain uncommitted PMG and CSPG produced at the facility, subject to applicable federal procurement requirements. The right is limited to a maximum of 10 per cent of annual facility production and does not apply to product committed under qualifying offtake, supply or project-financing arrangements.
• Commercial framework aligned with domestic production: Project consideration would consist of fair market value base rent together with applicable participation rent following commencement of commercial operations, with the Army expressing a preference for consideration to be provided through qualifying in-kind infrastructure improvements undertaken at or for the benefit of the Army.
• Project financing flexibility: The proposed framework is designed to accommodate project financing and provide customary protections for approved project lenders, supporting Titan's ability to finance development of the proposed facility.
• Development flexibility: The framework incorporates mechanisms to adjust development milestones for specified permitting, regulatory and other project circumstances outside ESM's control.
• Advancing U.S. graphite independence: The proposed facility would extend Titan's domestic graphite platform downstream into purified and coated graphite products critical to U.S. defence, advanced manufacturing and energy applications.

Rita Adiani, president and chief executive officer, commented: "Agreeing to this commercial framework with the U.S. Army is a significant milestone in Titan's strategy to build a fully integrated American graphite supply chain. Developing within an existing Army installation provides important infrastructure and strategic advantages, and creates a pathway to establish large-scale domestic graphite processing without having to develop an entirely new industrial site from the ground up.

"Importantly, this is more than securing a site. The proposed framework combines long-duration site control, strategic U.S. defence infrastructure and financing flexibility with Kilbourne's domestic natural flake graphite resource, our existing operating infrastructure and expertise in New York, and our growing customer qualification programs. Together, these elements provide a pathway to build a secure American graphite supply chain from mine through value-added purified graphite products.

"With the potential for up to 100 years of site tenure, we are establishing the foundation for a long-term domestic processing platform capable of supporting U.S. defence, advanced manufacturing and energy supply chains for decades to come."

Dr. Jeff Waksman, principal deputy assistant secretary of the Army for Installations, Energy and Environment, commented: "The ability to process critical minerals on U.S. soil is a national defence priority required for munitions, missiles, sensors, batteries and the platforms our soldiers depend on. Leveraging our legal authorities and land, the U.S. Army is able to help nurture and expedite the growth of critical minerals industrial base which equips and sustains America's Soldiers without putting any taxpayer dollars at risk."

Next steps

The parties will now continue work toward execution of the definitive EUL and completion of the remaining project-development requirements.

Execution of the EUL remains subject to customary conditions, including agreement on the development and energy operating plans, environmental and regulatory matters, appraisal and valuation matters, project financing and Titan board approval, as well as applicable Army and Congressional processes.

Titan continues to advance the Kilbourne graphite project in parallel, including its continuing feasibility study, customer qualification programs and commercial development activities.

About Titan Mining Corp.

Titan is an Augusta Group company which produces zinc concentrate at its 100-per-cent-owned Empire State mine located in New York state. Titan is also the United States' first end-to-end producer of natural flake graphite in 70 years and is advancing graphite and germanium initiatives at its Empire State mine to strengthen domestic critical minerals supply chains. The company has also received support from the U.S. Export-Import Bank (EXIM) under its Make More in America Initiative. Titan's goal is to deliver shareholder value through operational excellence, development and exploration. The company has a strong commitment toward developing critical minerals assets which enhance the security of the domestic supply chain.

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