Titanium Enters into Arrangement Agreement for Going-Private Transaction at $2.22 Per Share

Key highlights:

Titanium shareholders (other than the Rolling Shareholders) will receive all-cash consideration of $2.22 per Common Share, representing a 41% premium to the last closing price of the Common Shares traded on the TSX on January 14, 2026 and a 42% premium over the 20-day volume-weighted average trading price of the Common Shares as at such date.
The Company’s Special Committee and Board (excluding conflicted directors) have unanimously approved the Transaction and recommend that shareholders vote in favour of the Transaction.
The Transaction provides a significant premium, immediate liquidity and certainty of value to Titanium shareholders.
Voting support agreements have been entered into with the Company’s largest shareholder, Trunkeast, and each director and officer of the Company, representing approximately 50.7% of the total voting interest in the Company, pursuant to which they have agreed to vote in favour of the Transaction.

BOLTON, Ontario, Jan. 15, 2026 (GLOBE NEWSWIRE) -- Titanium Transportation Group Inc. (“Titanium” or the “Company”) (TSX: TTNM, OTCQX: TTNMF), a provider of transportation and logistics services throughout North America, announced today that it has entered into an arrangement agreement dated January 14, 2026 (the “Arrangement Agreement”) with TTNM Management Acquisition Limited in its capacity as the purchaser (the “Purchaser”) and Trunkeast Investments Canada Limited, a longstanding significant shareholder (“Trunkeast”). Pursuant to a statutory plan of arrangement (the “Transaction”) under the Canada Business Corporations Act (the “CBCA”), the Purchaser will acquire all of the issued and outstanding common shares of the Company (the “Common Shares”), other than the Common Shares held by Ted Daniel (President, Chief Executive Officer and a director), Lu Galasso (Chair), Alex Fu (Chief Financial Officer), Trunkeast and its affiliated companies, along with Vic De Zen, family members of Vic De Zen and certain key employees of the Company (collectively, the “Rolling Shareholders”), for cash consideration of $2.22 per Common Share (the “Consideration”). The Rolling Shareholders collectively hold 23,544,583 Common Shares (representing 50.5% of the Common Shares). In addition, certain key employees of the Company may be invited to join the group of Rolling Shareholders for up to a maximum of an additional 5.0% of the Common Shares.

The purchase price of $2.22 per Common Share represents a 41% premium to the closing price of the Common Shares traded on the Toronto Stock Exchange (the “TSX”) on January 14, 2026, the last trading day immediately prior to the announcement of the Transaction, and a 42% premium to the 20-day volume-weighted average price (“VWAP”) of the Common Shares traded on the TSX for the period ended on January 14, 2026.

William (Bill) Chyfetz, director and Chair of the special committee of independent directors of the Company (the “Special Committee”), stated: “After a comprehensive review process conducted over the last six months and thorough deliberation, the Special Committee has concluded that the Transaction represents an attractive outcome for the minority shareholders.”

Special Committee and Board Approval

The Special Committee, comprising Bill Chyfetz, Grace Palombo and David Bradley, was constituted to consider strategic alternatives for the Company, including the Transaction, as well as other alternatives available to the Company, including the status quo. Following an extensive review process and after receiving independent legal and financial advice, the Special Committee unanimously recommended that the Company’s board of directors (the “Board”) approve the Transaction. Given the makeup of the Rolling Shareholders, the Special Committee conducted all Transaction negotiations on behalf of the Company.

Both the Special Committee and the Board determined that the Transaction is in the best interests of the Company and that the Consideration to be received by shareholders of the Company (other than the Rolling Shareholders) is fair, from a financial point of view, to such shareholders. The Board (excluding conflicted directors) unanimously recommends that shareholders of the Company vote in favour of the Transaction at a special meeting of shareholders to be held to approve the Transaction (the “Meeting”).

The Arrangement Agreement resulted from a comprehensive negotiation process undertaken with the oversight and participation of the Special Committee advised by independent legal and financial advisors. In making its unanimous determination to recommend approval of the Transaction to the Board, the Special Committee considered, among other things, the following factors:

Significant Premium for Shareholders. The Consideration represents a 41% premium to the closing price of the Common Shares traded on the TSX on January 14, 2026, the last trading day immediately prior to the announcement of the Transaction, and a 42% premium to the 20-day VWAP of the Common Shares traded on the TSX for the period ended January 14, 2026.
Certainty of Value and Immediate Liquidity. The all-cash Consideration provides non-rolling shareholders with certainty of value and immediate liquidity. The Transaction offers particular benefit to such shareholders given the limited trading volume, the financial challenges facing the Company and, more broadly, the Trucking & Logistics industry, as well as the lack of liquidity in the Common Shares.
Formal Valuation and Fairness Opinion. The Special Committee retained National Bank Capital Markets (“National Bank”) as financial advisor and independent valuator to prepare a formal valuation of the Common Shares in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). National Bank has delivered an opinion that, as at January 14, 2026, and subject to the assumptions, limitations and qualifications to be set out in its written formal valuation, the fair market value of the Common Shares is in the range of $2.20 to $2.70 per Common Share. In addition, National Bank has provided a fairness opinion to the Special Committee that as at January 14, 2026, and based upon and subject to the various assumptions, limitations and qualifications set forth therein, the Consideration to be received by shareholders of the Company (other than the Rolling Shareholders) pursuant to the Transaction is fair, from a financial point of view, to such shareholders.
Terms of the Arrangement Agreement. The Arrangement Agreement resulted from a comprehensive negotiation process that was undertaken by the Special Committee, which was advised by independent legal and financial advisors, and resulted in terms and conditions that are reasonable in the judgment of the Special Committee and the Board, including a “fiduciary out” that will enable the Company to enter into a superior proposal in certain circumstances.
Break Fee. The Special Committee negotiated a break fee in the amount of $2.0 million payable by the Company, which is reasonable in the circumstances and only payable in limited circumstances, such as where the Arrangement Agreement is terminated as a result of a change in the Board’s recommendation.
No Financing Condition. The Transaction is not subject to a financing condition.
Minority Vote and Court Approval. The Transaction must be approved by not only two-thirds of the votes cast by shareholders but also by a majority of the minority in accordance with MI 61-101, and by the Ontario Superior Court of Justice (Commercial List), which will consider the fairness and reasonableness of the Transaction to shareholders.

Support for the Transaction. Trunkeast, the Company’s largest shareholder that owns directly or indirectly through its affiliates approximately 38.8% of the outstanding Common Shares, as well as each of the Company’s directors and officers, have entered into support and voting agreements, pursuant to which they have agreed to vote their Common Shares in favour of the Transaction. Collectively and on a non-diluted basis, the Common Shares subject to these agreements represent approximately 50.7% of outstanding Common Shares.

Transaction Details and Timing

The Transaction is structured as a statutory plan of arrangement under the CBCA. The consummation of the Transaction is subject to the approval of the Transaction at the Meeting by: (i) at least two-thirds of the votes cast by the Company’s shareholders; and (ii) a simple majority of the votes cast by the Company’s shareholders (other than the Rolling Shareholders and any other Company shareholder required to be excluded for the purpose of MI 61-101). Completion of the Transaction is also subject to other customary conditions, including receipt of court approval. The Transaction is not subject to a financing condition.

The Arrangement Agreement includes customary deal-protection provisions. The Company is subject to non-solicitation provisions, which are subject to customary “fiduciary out” provisions that entitle the Company to terminate the Arrangement Agreement in favour of an unsolicited superior proposal, subject to the payment of the break fee described above and subject to a right of the Purchaser to match such superior proposal.

The Company expects to hold the Meeting to consider and vote on the Transaction in March 2026. If approved at the Meeting, the Transaction is expected to close shortly thereafter, subject to court approval and other customary closing conditions. Following closing of the Transaction, the Common Shares are expected to be delisted from the TSX and the Company is expected to submit an application to cease being a reporting issuer under applicable Canadian securities laws.

The foregoing summary is qualified in its entirety by the Arrangement Agreement, a copy of which will be filed under the Company’s SEDAR+ profile at www.sedarplus.ca.

Voting and Support Agreements

In connection with the Transaction, the Company’s largest shareholder, Trunkeast, and its affiliates, have entered into voting and support agreements, pursuant to which they have agreed to vote their Common Shares in favour of the Transaction at the Meeting. Each director and executive officer of the Company has also entered into a voting and support agreement to vote their Common Shares in favour of the Transaction.

The Common Shares subject to voting and support agreements represent approximately 50.7% of outstanding Common Shares (on a non-diluted basis).

Advisors

National Bank is acting as the independent valuator and financial advisor to the Special Committee in connection with the Transaction.

Miller Thomson LLP is acting as legal advisor to the Company. Goodmans LLP is acting as independent legal counsel to the Special Committee.

Loopstra Nixon LLP is acting as legal advisor to the Purchaser.

Additional Information

Additional information regarding the terms and conditions of the Arrangement Agreement, the Transaction (including the background to the Transaction), the aforementioned formal valuation and fairness opinion, the rationale for the recommendations made by the Special Committee and the Board, the applicable voting requirements for the Transaction, and how shareholders can vote at the Meeting will be provided in the information circular for the Meeting, which will be filed under the Company’s SEDAR+ profile at www.sedarplus.ca.

About Titanium

Titanium is a leading North American transportation company with asset-based trucking operations and logistics brokerages servicing Canada and the United States, with approximately 775 power units, 2,800 trailers and 1,300 employees and independent owner operators. Titanium provides truckload, dedicated, and cross-border trucking services, logistics, and warehousing and distribution to over 1,000 customers. Titanium has established both asset-based and brokerage operations in Canada and the U.S. with eighteen (18) locations. Titanium is a recognized purchaser of asset-based trucking companies, having completed thirteen (13) transactions since 2011. Titanium ranked among top 500 companies in the inaugural Financial Times Americas’ Fastest Growing Companies in 2020. The Company was ranked by Canadian Business as one of Canada's Fastest Growing Companies for eleven (11) consecutive years. For four (4) consecutive years, Titanium has also been ranked one of Canada’s Top Growing Companies by the Globe and Mail’s Report on Business of Canada. Titanium is listed on the TSX under the symbol “TTNM” and “TTNMF” on the OTCQX.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this press release constitute forward-looking information within the meaning of Canadian securities laws. Forward-looking statements are provided for the purposes of assisting the reader in understanding Titanium's current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. Forward-looking information may relate to Titanium's future outlook and anticipated events, and may include statements regarding the financial position, business strategy, budgets, litigation, projected costs, capital expenditures, financial results, taxes and plans and objectives of or involving Titanium. Particularly, forward-looking information includes, but is not limited to, statements with respect to the Transaction, including the expected timing of the Transaction and the Meeting, closing and various other steps to be completed in connection with the Transaction, the expected de-listing of the Common Shares following closing of the Transaction, the expectation that the Company will cease to be a reporting issuer under applicable Canadian securities laws following closing of the Transaction, performance, achievements, prospects or opportunities for Titanium or the industry in which it operates, and other statements that are not historical facts. In some cases, forward-looking information can be identified by terms such as “may”, “might”, “will”, “could”, “should”, “would”, “occur”, “expect”, “plan”, “anticipate”, “believe”, “intend”, “seek”, “aim”, “estimate”, “target”, “project”, “predict”, “forecast”, “potential”, “continue”, “likely”, “schedule”, or the negative thereof or other similar expressions concerning matters that are not historical facts. Information contained in forward-looking statements is based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including management's perceptions of historical trends, current conditions and expected future developments, as well as other considerations that are believed to be appropriate in the circumstances.

A variety of factors, many of which are beyond the Company’s control, affect the operations, performance, achievements and results of the Company and its business, and could cause actual results, including those relating to the Transaction, as well as the Company’s ability to advance its objectives and strategic priorities, to differ materially from current expectations of estimated or anticipated events or results. Such information is based on numerous assumptions, including assumptions regarding the ability to complete the Transaction on the contemplated terms or at all, that the conditions precedent to closing of the Transaction can be satisfied, and assumptions regarding present and future business strategies, local and global economic conditions, and the environment in which the Company operates.

Although the Company believes that the forward-looking information in this press release is based on information and assumptions that are current, reasonable and complete, this information is by its nature subject to a number of factors, many of which are beyond the Company's control, that could cause actual results to differ materially from management's expectations and plans as set forth in such forward-looking information, including, without limitation, the following factors, the effects of which can be difficult to predict: (a) the possibility that the Transaction will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all due to a failure to obtain or satisfy, in a timely manner or otherwise, required shareholder and court approvals or satisfy other conditions of closing necessary to complete the Transaction or for other reasons; (b) the possibility of adverse reactions or changes in business relationships resulting from the announcement or completion of the Transaction; (c) risks relating to the retention of key personnel during the interim period; (d) the possibility of litigation relating to the Transaction; (e) risks related to the diversion of management's attention from the Company's ongoing business operations; and (f) other risks inherent to the Company's business and/or factors beyond its control which could have a material adverse effect on the Company or the ability to consummate the Transaction. The Company cautions that the foregoing list is not exhaustive of all possible factors that could impact the Company's results.

The forward-looking statements made in this press release are dated, and relate only to events or information, as of the date of this press release. Except as specifically required by law, Titanium undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

Neither the TSX nor its Regulation Services Provider (as that term is defined in the policies of the TSX) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

Titanium Transportation Group Inc.
Ted Daniel, CPA, CA
Chief Executive Officer
(905) 266-3011
ted.daniel@ttgi.com
www.ttgi.com

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