Titanium Announces Shareholder Approval of Going-Private Transaction

BOLTON, Ontario, March 10, 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, is pleased to announce that the holders (the “Shareholders”) of common shares in the capital of Titanium (the “Common Shares”) have approved the proposed plan of arrangement (the “Transaction”) involving TTNM Management Acquisition Limited (the “Purchaser”) at the special meeting of Shareholders (the “Meeting”) held earlier today.

Pursuant to the Transaction, the Purchaser will acquire all of the issued and outstanding Common Shares, other than the Common Shares owned by the Rollover Shareholders (as defined in the Company’s management information circular dated February 4, 2026 (the “Circular”)), for cash consideration of $2.22 per Common Share (the “Consideration”). As part of the Transaction, the Rolling Shareholders – which include the Company’s largest shareholder, Trunkeast Investments Canada Limited, its affiliates and members of senior management – will exchange their Common Shares for an equal number of common shares in the capital of the Purchaser.

The special resolution approving the Transaction (the “Arrangement Resolution”) required the affirmative vote of: (a) at least two-thirds of the votes cast by the Shareholders present or represented by proxy and entitled to vote at the Meeting; and (b) a simple majority of the votes cast by the Shareholders present or represented by proxy and entitled to vote at the Meeting, other than the Purchaser, the Rolling Shareholders and any other person required to be excluded under Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions (the “Minority Shareholders”). At the Meeting, the Arrangement Resolution was approved by: (i) 98.82% of the votes cast by Shareholders; and (ii) 95.51% of the votes cast by Minority Shareholders. Additional details of the voting results are contained in a report of voting results available under Titanium’s issuer profile on SEDAR+ (www.sedarplus.ca).

The Transaction is expected to become effective before the end of March 2026, subject to, among other things, Titanium obtaining a final order from the Ontario Superior Court of Justice (Commercial List) in respect of the Transaction and the satisfaction or waiver of certain other customary closing conditions. The final order hearing is scheduled to take place on March 18, 2026. Following completion of the Transaction, the Common Shares are expected to be delisted from the Toronto Stock Exchange (“TSX”) and an application is expected to be made for the Company to cease to be a reporting issuer under applicable Canadian securities laws.

Registered Shareholders must submit a duly completed Letter of Transmittal and the share certificate(s) representing their Common Shares, as applicable, to the Company’s depositary, TSX Trust Company (“TSXT”), in order to receive the cash Consideration following closing of the Transaction. If you have any questions or require further information about the procedures to complete your Letter of Transmittal, please contact TSXT at 1-866-600-5869 (toll-free within North America) or 416-342-1091 (outside North America), or by email at tsxtis@tmx.com. Beneficial (non-registered) shareholders whose Common Shares are registered in the name of an intermediary, such as a broker, investment dealer, bank or other intermediary, should contact their intermediary for instructions and assistance with this process.

Additional details about the Transaction and the Arrangement Resolution can be found in the Circular, a copy of which is available under Titanium’s SEDAR+ profile at www.sedarplus.ca and on the Company’s website at www.ttgi.com.

About Titanium

Titanium is a 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 the 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 regarding the timing and ability of Titanium to complete and implement the Transaction (if at all); the timing and ability of Titanium to obtain the Final Order (if at all); the timing and ability of Titanium and the Purchaser to satisfy the conditions precedent to the completion of the Transaction (if at all); and the timing to delist the Common Shares and for the Company to cease to be a reporting issuer under applicable Canadian securities laws (if at all), 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 (and the consequences for, or effects on, Titanium, the current Shareholders or the future results and performance of Titanium), 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 Transaction and the ability to satisfy the conditions precedent to the completion of the Transaction.

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 regulatory or 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 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