BOLTON, Ontario — January 15, 2026 — Leads & Copy — Titanium Transportation Group Inc. (TSX: TTNM, OTCQX: TTNMF) has entered into an arrangement agreement with TTNM Management Acquisition Limited, as the purchaser, and Trunkeast Investments Canada Limited, a significant shareholder.
Under the agreement, the purchaser will acquire all outstanding common shares of Titanium, excluding those held by the “Rolling Shareholders,” which include Ted Daniel (President, CEO, and a director), Lu Galasso (Chair), Alex Fu (CFO), Trunkeast, Vic De Zen, their families, and certain key employees.
Shareholders, other than the Rolling Shareholders, will receive $2.22 per share in cash. This represents a 41% premium over the closing price on the TSX on January 14, 2026, and a 42% premium over the 20-day volume-weighted average trading price as of that date.
The Rolling Shareholders hold 23,544,583 common shares, representing 50.5% of the total. Select key employees may be invited to join the Rolling Shareholders for up to an additional 5.0% of the common shares.
The company’s special committee and board (excluding conflicted directors) have unanimously approved the transaction and recommend shareholder approval.
Voting support agreements have been secured with Trunkeast and all company directors and officers, representing approximately 50.7% of the company’s voting interest.
Bill Chyfetz, director and Chair of the special committee, stated that the committee concluded the transaction represents an attractive outcome for minority shareholders after a comprehensive review process.
The Special Committee, comprised of Bill Chyfetz, Grace Palombo and David Bradley, was formed to assess strategic options, including the Transaction, and other alternatives. Following an extensive review process and after receiving independent legal and financial advice, the Special Committee unanimously recommended that the Company’s board of directors (the “Board”) approve the Transaction. Given the makeup of the Rolling Shareholders, the Special Committee conducted all Transaction negotiations on behalf of the Company.
National Bank Capital Markets delivered an opinion that, as at January 14, 2026, and subject to the assumptions, limitations and qualifications to be set out in its written formal valuation, the fair market value of the Common Shares is in the range of $2.20 to $2.70 per Common Share. In addition, National Bank has provided a fairness opinion to the Special Committee that as at January 14, 2026, and based upon and subject to the various assumptions, limitations and qualifications set forth therein, the Consideration to be received by shareholders of the Company (other than the Rolling Shareholders) pursuant to the Transaction is fair, from a financial point of view, to such shareholders.
The transaction is not subject to a financing condition.
The transaction requires approval by two-thirds of the votes cast by shareholders and a majority of the minority, in accordance with Multilateral Instrument 61-101, as well as court approval from the Ontario Superior Court of Justice (Commercial List).
The Arrangement Agreement includes customary deal-protection provisions. The Company is subject to non-solicitation provisions, which are subject to customary “fiduciary out” provisions that entitle the Company to terminate the Arrangement Agreement in favour of an unsolicited superior proposal, subject to the payment of the break fee of $2.0 million and subject to a right of the Purchaser to match such superior proposal.
The company expects to hold a special meeting in March 2026 for shareholders to vote on the transaction. If approved, the transaction is expected to close shortly thereafter, pending court approval and other customary conditions. Following the transaction’s completion, the common shares are expected to be delisted from the TSX, and the company intends to apply to cease being a reporting issuer under Canadian securities laws.
Titanium is a North American transportation company with trucking and logistics operations in Canada and the U.S.
Ted Daniel, CPA, CA
Chief Executive Officer
(905) 266-3011
ted.daniel@ttgi.com
Source: Titanium Transportation Group Inc.
