Titanium Announces Closing of Plan of Arrangement

BOLTON, Ontario, March 31, 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 the successful completion of its previously announced plan of arrangement under the Canada Business Corporations Act (the “Transaction”).

Pursuant to the Transaction, TTNM Management Acquisition Limited (the “Purchaser”) acquired, with an effective date of March 31, 2026, all of the issued and outstanding common shares of Titanium (the “Common Shares”), for cash consideration of $2.22 per Common Share (the “Consideration”), other than Common Shares owned by the Rollover Shareholders (as defined in the Company’s management information circular dated February 4, 2026 (the “Circular”)).

The Transaction was approved by the shareholders of the Company at a special meeting held on March 10, 2026, and by the Ontario Superior Court of Justice (Commercial List) on March 18, 2026.

As a result of the completion of the Transaction, the Common Shares are expected to be delisted from the Toronto Stock Exchange (“TSX”) and from quotation on the OTCQX on or about April 2, 2026. The Company intends to apply to cease to be a reporting issuer under Canadian securities laws in all Canadian jurisdictions in which it is a reporting issuer.

Further details regarding the Transaction, including with respect to payment of the Consideration for Common Shares, are provided in the Circular and the Letter of Transmittal, copies of which are available under Titanium’s SEDAR+ profile at www.sedarplus.ca.

Action Required by Titanium Shareholders

Registered shareholders of Titanium are reminded to submit a duly completed Letter of Transmittal and the share certificate(s) and/or DRS advice(s), as applicable, representing their Common Shares to TSX Trust Company (“TSX Trust”), the Company’s depositary, to receive the Consideration.

If you have questions or require further information about the procedures to complete your Letter of Transmittal, please contact TSX Trust at 1-866-600-5869 (toll-free within North America), 416-342-1091 (outside of North America) or by email at tsxtis@tmx.com.

Non-registered shareholders of Titanium whose shares are registered in the name of an intermediary (such as a nominee, broker, investment dealer, bank, trust company or other intermediary) are not required to submit a Letter of Transmittal and should contact that intermediary for instructions and assistance in depositing their Common Shares.

Required Early Warning Disclosure

A copy of Trunkeast Investments Canada Limited’s early warning report will be filed under Titanium’s SEDAR+ profile at www.sedarplus.ca and will be available upon request by contacting Ted Daniel by email at ted.daniel@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.

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 to delist the Common Shares and the application to cease to be a reporting issuer and terminate public reporting obligations. 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 to differ materially from current expectations of estimated or anticipated events or results. Such information is based on numerous assumptions.

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 of adverse reactions or changes in business relationships resulting from the completion of the Transaction; (b) the possibility of litigation relating to the Transaction; and (c) other risks inherent to the Company’s business and/or factors beyond its control which could have a material adverse effect on the Company. 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