Ontario Commission des 22nd Floor 22e étage
Securities valeurs mobilières 20 Queen Street West 20, rue queen ouest
Commission de l’Ontario Toronto ON M5H 3S8 Toronto ON M5H 3S8
January 6, 2026
In the Matter of
the Securities Legislation of
Ontario (the Jurisdiction)
and
In the Matter of
the Process for Cease to be a Reporting Issuer Applications
and
In the Matter of
Titan Minerals Limited (the Filer)
Order
Background
The principal regulator in the Jurisdiction has received an application from the Filer for an order under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).
Under the Process for Cease to be a Reporting Issuer Applications (for a passport application):
(a) the Ontario Securities Commission is the principal regulator for this application, and
(b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia, Alberta and Québec.
Interpretation
Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined.
Representations
This order is based on the following facts represented by the Filer:
The Filer is a company existing under the Corporations Act 2001 (Australia) (the Corporations Act).
The Filer's registered office and principal place of business is located at Suite 1, 295 Rokeby Road, Subiaco, Western Australia, 6008.
The Filer’s authorized capital consists of an unlimited number of ordinary shares (the Ordinary Shares), of which 285,515,571 are issued and outstanding as of November 19, 2025. The Filer has no outstanding securities other than: (a) the Ordinary Shares, (b) 25,990,938 options (the Options) entitling the holders thereof to acquire 25,990,938 Ordinary Shares, and (c) 2,600,000 performance rights (the Performance Rights) entitling the holders thereof to acquire 2,600,000 Ordinary Shares. Residents of Canada do not beneficially own any of the Options or Performance Rights. The Filer has no other outstanding securities other than the Ordinary Shares, the Options and the Performance Rights.
The Ordinary Shares are listed on the Australian Securities Exchange (the ASX) under the trading symbol “TTM”.
The Filer is an emerging large-scale copper and gold project developer. The Filer’s principal assets are development properties in Ecuador and Peru.
The Filer is subject to all applicable corporate requirements of a company formed in Australia, applicable Australian laws and the rules of the ASX. The Filer is not in default of any requirements of Australian law or the rules or requirements of the ASX applicable to it.
The Filer is not a reporting issuer in any jurisdiction of Canada other than British Columbia, Alberta, Québec and Ontario.
The Filer qualifies as a “designated foreign issuer” under National Instrument 71-102 Continuous Disclosure and Other Exemptions Relating to Foreign Issuers (NI 71-102) and has relied on and complied with the exemptions from Canadian continuous disclosure requirements afforded to designated foreign issuers under Part 5 of NI 71-102.
The Filer is not in default of the securities legislation of any jurisdiction in Canada.
The Filer has no material connection to Canada other than a limited number of securityholders who are residents of Canada, the majority of whom are located in Ontario. In particular:
a. the Filer’s registered office and principal place of business is located in Australia;
b. the Filer’s annual general meetings of securityholders take place outside of Canada and will continue to take place outside of Canada;
c. the Filer has no material assets or operations in Canada; and
d. none of the Filer’s directors, officers or employees are residents of Canada.
The Filer is not eligible for the simplified procedure set out in section 19 of National Policy 11-206 Process for Cease to be a Reporting Issuer Applications (NP 11-206) because the Filer has, among other things, more than 50 securityholders in total worldwide.
The Filer is not eligible for the modified procedure set out in section 20 of NP 11-206 because residents of Canada own more than 2% of the Ordinary Shares. But for the ownership of Ordinary Shares by residents of Canada above 2%, the Filer would be eligible for the modified procedure set out in section 20 of NP 11-206.
In support of representation 14 concerning the percentage of outstanding securities and the total number of securityholders in Canada, the Filer sought and obtained information about the number, holdings, identity and geographic location of the beneficial holders of its outstanding Ordinary Shares. The Filer engaged the advisory services of Orient Capital Pty Ltd (Orient Capital) to provide analysis of Canadian-resident beneficial owners by issuing tracing notices to the nominee shareholders listed on the Filer’s share register. Orient Capital issued notices in accordance with section 672 of the Corporations Act, which requires the recipient to disclose details of all persons who have a beneficial interest in the relevant shares. Disclosure is mandatory and must be made within the specified time period outlined in the tracing notice. The Filer has made all reasonable inquiries to obtain information about Canadian-resident securityholders, given that its share register is the only official source of information on the Filer’s securityholders.
Based on the Filer’s diligent inquiries described in representation 13, as of November 19, 2025, residents of Canada:
- Directly or indirectly beneficially own an aggregate of 9,197,398 out of the 285,515,571 Ordinary Shares outstanding, representing approximately 3.21% of the Ordinary Shares outstanding. Residents of Canada do not beneficially own any of the Options or Performance Rights.
- Directly or indirectly represent 12 out of the 3,018 total number of securityholders of the Filer worldwide, comprising approximately 0.39% of the total number of securityholders of the Filer.
The Filer has no current intention to seek public or private financing by way of an offering of securities in any jurisdiction of Canada.
None of the Filer’s securities are listed, traded or quoted on a marketplace in Canada (as such term is defined in National Instrument 21-101 Marketplace Operation) and the Filer does not intend to have its securities listed, traded or quoted on any such marketplace in Canada.
In the 12 months preceding this application, the Filer has not taken any steps that indicate there is a market for its securities in Canada, including conducting a prospectus offering in Canada, establishing or maintaining a listing on an exchange in Canada or having its securities traded on a marketplace or any other facility in Canada for bringing together buyers and sellers where trading data is publicly reported.
The Filer provided advance notice on March 28, 2025, via a news release that was disseminated and filed under the Filer’s SEDAR+ profile, to Canadian-resident securityholders that it has applied for an order to cease to be a reporting issuer in British Columbia, Alberta, Québec and Ontario, and that, if that order is made, the Filer will no longer be a reporting issuer in any jurisdiction in Canada.
All continuous disclosure required to be made by the Filer under applicable Australian securities laws and ASX requirements is publicly available to all of the Filer's securityholders through the Filer's website at www.titanminerals.com.au, and, given the Filer's status as a “designated foreign issuer” under NI 71-102, such disclosure will be substantially the same as the continuous disclosure to which Canadian-resident holders of Ordinary Shares currently have access.
The Filer undertakes to concurrently deliver to its Canadian resident securityholders all continuous disclosure that the Filer is required to deliver to its Australian resident securityholders under applicable Australian securities laws and ASX requirements.
Order
The principal regulator is satisfied that the order meets the test set out in the Legislation for the principal regulator to make the order.
The decision of the principal regulator under the Legislation is that the Order Sought is granted.
DATED at Toronto on this 6th day of January, 2026.
“Leslie Milroy”
Leslie Milroy
Associate Vice President, Corporate Finance
Ontario Securities Commission OSC File #: 2025/0154