TTNUF Titanium Group Ltd (CE)

Item 1.01  Entry into a Material Definitive Agreement

On September 10, 2012, Zili Industrial Co Limited , a British Virgin Islands Company residing at Palm Grove House P.O. Box 438, Road Twon, Tortola, BVI (“Zili”), Snow Hill Developments Limited , a British Virgin Islands Company residing at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, BVI (“Snow Hill”), Titanium Group Ltd ., a British Virgin Islands Company residing at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, BVI (“Titanium” or the “Company”), and Cancare Investment limited., a Hong Kong incorporated company residing at Room 2101, 178 Huamao Century Square, Gloucester Road, Waichai (“Cancare Investment”) entered into a Share Exchange Agreement , whereas Zili agrees to sell to Snow Hill 20,000,000 restricted shares of the common stock, $0.01 par value, representing in aggregate of 20% of the total issued and outstanding shares of Titanium owned by Zili in Titanium (the “Titanium Exchange Shares”) in exchange (the “Exchange”) for 2,500,000 shares of Cancare Investment representing in aggregate 20% of the total issued and outstanding equity securities of Cancare Investment owned by Snow Hill in Cancare Investment (the “Cancare Exchange Shares”), a Hong Kong company unrelated to Titanium. Concurrent with the share exchange transaction, Zili transferred the remaining 17,700,000 shares of common stock it held in the Company to Huabao Asia Limited (“Huabao”), representing in aggregate 17.7% of the issued and outstanding shares of the Company’s common stock.

Prior to the transactions, Huabao held an approximately in aggregate 52.63% shares of the outstanding common stock of the Company. The transferred shares from Zili to Huabao constitutes approximately 17.7% of the issued and outstanding shares of the Company’s common stock, resulting in Huabao holding approximately 70.33% of the Company's issued and outstanding shares of common stock. The Transferred shares from Zili to Snow Hill constitutes approximately 20% of the issued and outstanding shares of the Company’s common stock, resulting in Snow Hill holding approximately 20% of the Company’s issued and outstanding shares of common stock post the transaction.