Independent Proxy Advisory Firms Recommend Titanium Shareholders Vote "FOR" the Previously-Announced Going-Private Transaction

Executive Summary

• Titanium Transportation Group Inc. is seeking shareholder approval of a plan of arrangement under which TTNM Management Acquisition Limited will acquire all outstanding common shares (excluding rollover shareholders) for cash consideration of $2.22 per share.
• The Board and the special committee unanimously recommend voting FOR the Arrangement Resolution; independent proxy advisory firm ISS also recommends a FOR vote, citing strategic sense and premium cash consideration.
• The special meeting of shareholders is scheduled for March 10, 2026, with the proxy deadline on March 6, 2026.

Key Details

• Transaction Structure: Cash acquisition of all issued and outstanding common shares (except rollover shareholders) at $2.22 per share.
• Consideration: $2.22 cash per Common Share for non‑rollover shareholders.
• Rollover Shares: 1,249,350 shares held by certain employees will roll over into the Purchaser; together with other rollover holders and COO Marilyn Daniel, these represent ~53.24% of voting shares and are excluded from the minority‑approval test.
• Voting Recommendations:
• Board of Directors (with interested directors abstaining) – unanimous FOR recommendation.
• Special Committee of independent directors – unanimous FOR recommendation after legal/financial advice.
• Independent proxy advisory firms, including ISS – recommend voting FOR, noting strategic benefits and premium cash consideration.
• Meeting Details:
• Date & Time: Tuesday, March 10, 2026 at 9:00 a.m. (Toronto time).
• Location: Miller Thomson LLP, Scotia Plaza, 40 King Street West, Suite 6600, Toronto, ON.
• Proxy Deadline: Friday, March 6, 2026 at 9:00 a.m. (Toronto time).
• Eligibility: Shareholders of record on January 30, 2026 are eligible to vote.
• Voting Assistance: Proxy solicitation agent – Laurel Hill Advisory Group (toll‑free 1‑877‑452‑7184, international 1‑416‑304‑0211, email [email protected]).
• Materials Access: Circular and meeting materials filed February 13, 2026 are available on SEDAR+ (www.sedarplus.ca) and the company website (https://www.ttgi.com/specialmeeting).

Notable Quotes

“The transaction makes strategic sense due to the certain liquidity provided by the premium cash consideration as well as the non‑approval risk… the current offer appears to provide a reasonable outcome compared to available and likely alternatives.” – ISS proxy advisory recommendation.