BOLTON, Ontario — February 13, 2026 — Leads & Copy — Titanium Transportation Group Inc. has filed its management information circular for the upcoming special meeting of shareholders to approve the previously announced plan of arrangement.
According to the plan, TTNM Management Acquisition Limited will acquire all of the issued and outstanding common shares, other than those owned by specified shareholders, for $2.22 per common share.
The Board of Directors is recommending that shareholders vote FOR the transaction.
Shareholders of record as of January 30, 2026, are entitled to receive notice of and vote at the meeting, which is scheduled for March 10, 2026, at the offices of Miller Thomson LLP in Toronto.
The company encourages shareholders to vote well in advance of the proxy voting deadline of March 6, 2026.
The mailing of the circular and accompanying materials to shareholders has commenced. The materials are available under Titanium’s SEDAR+ profile at www.sedarplus.ca and on the company’s website.
The special committee of independent directors and the company’s board of directors have determined that the transaction is in the best interests of Titanium and that the consideration to be received by shareholders is fair from a financial point of view.
The special committee and the board relied on a number of factors, including a significant premium for shareholders, all cash consideration, certainty of value and immediate liquidity, a formal valuation and fairness opinion, and the credibility and support of Trunkeast.
The consideration represents a 41% premium to the closing price of the common shares on the Toronto Stock Exchange on January 14, 2026, and a 42% premium to the 20-day VWAP of the common shares traded on the TSX for the period ended January 14, 2026.
Trunkeast, the company’s largest shareholder, has provided an unconditional guarantee in favor of the company of the purchaser’s covenants and obligations under the arrangement agreement.
On February 4, 2026, the Ontario Superior Court of Justice granted an interim order providing for the calling and holding of the meeting and certain other procedural matters related to the meeting and the transaction.
Also on February 4, 2026, an advance ruling certificate was issued on behalf of the Commissioner of Competition under Section 102 of the Competition Act (Canada), which satisfies the Competition Act condition required under the arrangement agreement.
The anticipated hearing date for the application for the final order of the Court is March 18, 2026. Subject to obtaining the required approval of shareholders at the meeting, the final order and the satisfaction or waiver of the other conditions, the transaction is expected to close in late March 2026.
Shareholders who have questions or need assistance with voting their shares should contact Laurel Hill Advisory Group by email at assistance@laurelhill.com or by texting “INFO” to, or calling, 1-877-452-7184 (North American toll-free) or 1-416-304-0211 (outside North America).
Titanium is a North American transportation company with asset-based trucking operations and logistics brokerages servicing Canada and the United States.
Source: Titanium Transportation Group Inc.
