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

Executive Summary

• Titanium Transportation Group Inc. entered into an Arrangement Agreement to be acquired by TTNM Management Acquisition Ltd. for cash consideration of $2.22 per common share, a ~41% premium to the prior closing price and ~42% premium to the 20‑day VWAP.
• The Special Committee and Board (excluding conflicted directors) unanimously approved the transaction and recommend shareholders vote in favour; voting support agreements cover ≈50.7 % of outstanding shares.
• Transaction is subject to shareholder approval (≥2/3 votes plus minority majority), court sanction, and is expected to close shortly after a special meeting slated for March 2026, after which the shares will be delisted from the TSX.

Key Details

• Consideration: $2.22 cash per common share (non‑rolling shareholders).
• Premiums: 41 % above Jan 14, 2026 closing price; 42 % above 20‑day VWAP.
• Rolling Shareholders: Hold 23,544,583 shares (≈50.5 % of total); may be expanded up to an additional 5 % for key employees.
• Support Agreements: Trunkeast (≈38.8 % ownership) and all directors/officers have entered voting agreements covering ≈50.7 % of shares on a non‑diluted basis.
• Fairness Opinion: National Bank valued the shares at $2.20–$2.70 per share; deemed the $2.22 offer “fair, from a financial point of view.”
• Break Fee: $2.0 million payable by Titanium only if the Arrangement Agreement is terminated due to a change in Board recommendation.
• Financing Condition: None – transaction not financing‑contingent.
• Approval Requirements: (i) ≥ two‑thirds of votes cast at special meeting; (ii) simple majority of minority shareholders; plus Ontario Superior Court approval.
• Timeline: Special shareholder meeting anticipated in March 2026; closing expected shortly thereafter, subject to customary conditions and court order.
• Post‑Closing Actions: Anticipated delisting from TSX; application to cease reporting as a Canadian issuer.

Notable Quotes

• Bill Chyfetz, Chair of the Special Committee: “After a comprehensive review process … the Transaction represents an attractive outcome for the minority shareholders.”

Materiality Assessment: Material – Positive (significant premium and liquidity event for shareholders).