Titanium Announces Shareholder Approval of Going-Private Transaction

Executive Summary

• Titanium Transportation Group Inc. announced that shareholders approved a plan of arrangement under which TTNM Management Acquisition Limited will acquire all issued and outstanding common shares (except those held by rollover shareholders) for cash at $2.22 per share.
• The transaction received overwhelming support: 98.82 % of total votes and 95.51 % of minority shareholder votes approved the Arrangement Resolution.
• Closing is expected before the end of March 2026, subject to a final court order (hearing set for March 18, 2026); post‑closing, Titanium’s shares will be delisted from the TSX and the company will cease to be a reporting issuer.

Key Details

• Consideration: $2.22 cash per common share for all non‑rollover shares.
• Rollover Shareholders: Largest shareholder (Trunkeast Investments Canada Ltd.) and senior management will exchange their shares for an equal number of shares in the Purchaser, maintaining ownership interest.
• Voting Results:
• 98.82 % approval from all voting shareholders.
• 95.51 % approval from minority shareholders (excluding Purchaser and rollover shareholders).
• Closing Conditions: Subject to a final order from the Ontario Superior Court of Justice (Commercial List) and satisfaction/waiver of customary closing conditions. Final order hearing scheduled for March 18, 2026.
• Post‑Closing Actions:
• Expected delisting of Titanium’s common shares from the Toronto Stock Exchange.
• Application to cease reporting under Canadian securities laws.
• Shareholder Process: Registered shareholders must submit a Letter of Transmittal and share certificates to TSX Trust Company (TSXT) to receive cash consideration; non‑registered holders should coordinate with their intermediaries.
• Additional Resources: Full voting results, Circular, and transaction details are available on Titanium’s SEDAR+ profile (www.sedarplus.ca) and the company website (www.ttgi.com).

Notable Quotes

• “The approval of this Transaction reflects our shareholders’ confidence in the value we have created and provides a clear path forward for Titanium to unlock cash proceeds while positioning the business for continued growth under new ownership.” – Ted Daniel, CEO

Materiality Assessment: Material – Positive (the transaction represents a significant corporate restructuring that will result in cash distribution to shareholders and a change of control).