Star Metro - Early Warning Press Release - Titanium Enters into Agreement to be Taken Private

Titanium announced today that it has entered into an arrangement agreement dated January 14, 2026 (the "Arrangement Agreement") with TTNM Management Acquisition Limited in its capacity as the purchaser (the "Purchaser") and Trunkeast, with the support of certain significant shareholders of the Company, to be taken private. Pursuant to a statutory plan of arrangement (the "Transaction") under the Canada Business Corporations Act, the Purchaser will acquire all of the issued and outstanding common shares of the Company (the "Common Shares"), other than the Common Shares held by Ted Daniel (President, Chief Executive Officer and a director), Lu Galasso (Chair), Alex Fu (Chief Financial Officer), Trunkeast and its affiliated companies, along with Vic De Zen, family members of Vic De Zen and certain key employees of the Company (collectively, the "Rolling Shareholders"), for cash consideration of $2.22 per Common Share (the "Consideration").

Both the special committee of independent directors of Titanium and the board of directors of Titanium (excluding conflicted directors) determined that the Transaction is in the best interests of Titanium and that the Consideration to be received by shareholders of Titanium (other than the Rolling Shareholders) is fair, from a financial point of view, to such shareholders. The board of directors (excluding conflicted directors) has unanimously recommended that shareholders of the Company vote in favour of the Transaction at a special meeting of shareholders to be held to approve the Transaction.

Implementation of the Transaction will be subject to, among other things, shareholder approval, court approval and customary closing conditions, including receipt of key regulatory approvals.

As of this date, Trunkeast owns 10,967,282 Common Shares representing 23.5% of the issued and outstanding Common Shares. Furthermore, Trunkeast and its affiliated companies and associates, along with Vic De Zen and family members of Vic De Zen own 18,096,450 Common Shares, representing approximately 38.8% of the issued and outstanding Common Shares.

Ted Daniel, the President, Chief Executive Officer and a director of Titanium is a Rolling Shareholder. As of this date, Ted Daniel owns 3,397,123 Common Shares, representing approximately 7.3% of the issued and outstanding Common Shares.

The Rolling Shareholders collectively hold 23,544,583 Common Shares representing approximately 50.5% of the issued and outstanding Common Shares. In addition, certain key employees of the Company may be invited to join the group of Rolling Shareholders for up to a maximum of an additional 5.0% of the Common Shares.

Further to the requirements of National Instrument 62-103, Trunkeast will file an early warning report in connection with its participation in the Transaction as Rolling Shareholder and for which it has entered into a support and voting agreement pursuant to which it has agreed, subject to the terms thereof, to support and vote all of its Common Shares in favour of the Transaction. A copy of Trunkeast's related early warning report will be filed with the applicable securities commissions and will be made available under Titanium's SEDAR+ profile at www.sedarplus.ca.

The head office of Trunkeast is 100 Zenway Blvd., Woodbridge, Ontario, L4H 2Y7. For further information or a copy of Trunkeast's early warning report, please contact Sydney De Zen at (905) 264-5962.

Further to the requirements of National Instrument 62-103, Ted Daniel will also file an early warning report in connection with his participation in the Transaction as Rolling Shareholder and for which he has entered into a support and voting agreement pursuant to which he has agreed, subject to the terms thereof, to support and vote all of his Common Shares in favour of the Transaction. A copy of Mr. Daniel's related early warning report will be filed with the applicable securities commissions and will be made available under Titanium's SEDAR+ profile at www.sedarplus.ca.

For further information or a copy of Mr. Daniel's early warning report, please contact Ted Daniel, [email protected], (905) 266-3011.

SOURCE: Trunkeast Investments Canada Limited & Ted Daniel

View the original press release on ACCESS Newswire

J.Hall--SMC