Titanium Files Management Information Circular for Special Meeting of Shareholders and Confirms Receipt of Interim Order for Previously-Announced Going-Private Transaction

Executive Summary

• Titanium Transportation Group Inc. filed its management information circular for a special shareholders’ meeting to approve a cash‑out transaction in which TTNM Management Acquisition Ltd. will acquire all outstanding common shares (excluding “Rolling Shareholders”) at $2.22 per share, representing a ~41% premium to the pre‑announcement price.
• The Board and Special Committee unanimously recommend that shareholders vote FOR the Transaction; Rolling Shareholder Trunkeast has provided an unconditional guarantee of payment.
• The special meeting is scheduled for 10 Mar 2026 (9:00 a.m. Toronto time), with a proxy voting deadline of 6 Mar 2026. An interim court order and Competition Act approval have already been obtained; the final court order is expected by 18 Mar 2026, with closing anticipated in late March 2026.

Key Details

• Consideration: $2.22 cash per common share (excluding Rolling Shareholders).
• Premium: ~41% to TSX closing price on 14 Jan 2026; ~42% to the 20‑day VWAP ending 14 Jan 2026.
• Rolling Shareholders: Approximately 50.5% of shares owned by Trunkeast Investments Canada Ltd., its affiliates, and senior management; they will receive an equal number of shares in the Purchaser rather than cash.
• Guarantee: Trunkeast has provided an unconditional guarantee for the Purchaser’s payment obligations under the Arrangement Agreement dated 14 Jan 2026.
• Fairness Opinion: National Bank Financial Inc. issued a fairness opinion confirming the consideration is fair, from a financial point of view, to non‑Rolling shareholders.
• Special Meeting Details:
• Date & Time: 10 Mar 2026, 9:00 a.m. (Toronto)
• Location: Miller Thomson LLP, 40 King St. West, Suite 6600, Toronto, ON
• Record Date: Shareholders of record as of close of business on 30 Jan 2026 are entitled to vote.
• Regulatory Approvals:
• Interim order from Ontario Superior Court (Commercial List) granted on 4 Feb 2026 authorizing the meeting and related procedures.
• Advance Ruling Certificate under Canada’s Competition Act issued on 4 Feb 2026, satisfying the competition condition of the Arrangement Agreement.
• Closing Timeline: Final court order expected 18 Mar 2026; transaction expected to close in late March 2026, subject to shareholder approval and satisfaction/waiver of remaining conditions.
• Voting Assistance: Shareholders may obtain voting assistance from Laurel Hill Advisory Group (toll‑free 1‑877‑452‑7184, international 1‑416‑304‑0211, email [email protected]).

Notable Quotes

“A Bird in Hand.” – The Company has been seeking a liquidity event since June 2024; this transaction offers a financially fair opportunity with low completion risk.

All boilerplate, forward‑looking statements, and company background have been omitted for brevity.