Star Metro - Early Warning Press Release - Titanium Completes Arrangement to be Taken Private

Titanium announced on March 31, 2026 that it has completed the previously announced arrangement pursuant to which TTNM Management Acquisition Limited (the "Purchaser") acquired all of the common shares (the "Common Shares") of the Company, other than the Rollover Shares (as defined below), for C$2.22 per Common Share in cash pursuant to a court-approved plan of arrangement (the "Arrangement") under the provisions of the Canada Business Corporations Act.

The Arrangement 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.

Pursuant to the terms of the Arrangement, the Purchaser acquired all of the outstanding Common Shares for cash consideration of C$2.22 per Common Share with the exception of the outstanding Common Shares owned by Ted Daniel (President, Chief Executive Officer and a Director of the Company), Luciano Galasso (Chair of the Company) and family members of Luciano Galasso, Alex Fu (Chief Financial Officer of the Company) and certain key employees of the Company, and Trunkeast and its affiliated entities, along with Vic De Zen, family members of Vic De Zen, and certain key employees of the Company who agreed to roll over all or part of their Common Shares (together the "Rollover Shareholders", and all Common Shares so rolled, the "Rollover Shares"). The Rollover Shares were exchanged for shares in the Purchaser ("Purchaser Shares").

Further information regarding the Arrangement is provided in the management information circular of the Company dated February 4, 2026, mailed to the Company's securityholders in connection with the Arrangement, a copy of which is available under the Company's profile SEDAR+ at www.sedarplus.ca.

As a result of the completion of the Arrangement, the Purchaser and the Company have been amalgamated and continue under the name Titanium Transportation Group Inc. (the "Resulting Issuer") and the Resulting Issuer has become a reporting issuer in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, Prince Edward Island and Saskatchewan (collectively, the "Reporting Jurisdictions"). The Common Shares are to be delisted from the Toronto Stock Exchange and from quotation on the OTCQX, and the Resulting Issuer intends to apply to cease to be a reporting issuer under Canadian securities laws in each of the Reporting Jurisdictions.

Immediately prior to giving effect to the Arrangement and the related transactions, Trunkeast owned 10,967,282 Common Shares representing approximately 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 owned 18,096,450 Common Shares, representing approximately 38.8% of the issued and outstanding Common Shares. Pursuant to the Arrangement, Trunkeast's Common Shares were exchanged for Purchaser Shares. Following completion of the Arrangement, Trunkeast no longer owns, or exercises control or direction over, any Common Shares of the Company. After giving effect to the Arrangement, Trunkeast will own 45.12% of the issued and outstanding common shares of the Resulting Issuer, and the other Rollover Shareholders will own the remaining 54.88%, such that Trunkeast together with the other Rollover Shareholders will own 100% of the Resulting Issuer.

Further to the requirements of National Instrument 62-103, Trunkeast will file an early warning report in connection with the completion of the Arrangement and the disposition of its Common Shares in the Company. 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.

SOURCE: Trunkeast Investments Canada Limited & Ted Daniel

View the original press release on ACCESS Newswire

L.Pelletier--SMC