North Valley Resources Ltd. — Management Reports 2026

Jan 28, 2026

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Management's Discussion and Analysis

For the fourth quarter and year ended December 31, 2021

Dated March 8, 2022

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Management's Discussion and Analysis for the fourth quarter and year ended December 31, 2021

GENERAL INFORMATION

The following is Titanium Transportation Group Inc.'s management discussion and analysis dated March 8, 2022 ("MD&A"), which provides a comparative overview of the Company's performance for its three month period and year ended December 31, 2021 with the corresponding three month period and year ended December 31, 2020, and it reviews the Company's financial position as at December 31, 2021. Throughout this MD&A, any reference to "Company", "we", "us", "our" or "Titanium" shall mean Titanium Transportation Group Inc. and all of its direct and indirect wholly-owned subsidiaries. This discussion should be read in conjunction with the Company's audited consolidated financial statements and accompanying notes ("consolidated financial statements") as at and for the year ended December 31, 2021.

The consolidated financial statements of the Company and extracts from those consolidated financial statements contained in this MD&A were prepared in accordance with International Financial Reporting Standards ("IFRS"). The Company's presentation currency is the Canadian dollar. All financial information presented has been rounded to the nearest thousand dollars, except per share amounts and where otherwise indicated. The Company's consolidated financial statements for the year ended December 31, 2021 were approved by its Board of Directors on March 8, 2022. Readers are cautioned that certain information included herein is forward-looking and based upon assumptions and anticipated results that are subject to uncertainties. Should one or more of these uncertainties materialize or should the underlying assumption prove incorrect, actual results may vary significantly from those expected. See "Forward Looking Statements" and "Risks and Uncertainties".

Unless otherwise indicated, the information in this report is dated as of March 8, 2022. Additional information relating to the Company, including the Company's annual information form, is available on SEDAR at www.sedar.com.

OVERVIEW

Titanium is an asset-based transportation and logistics company servicing Canada and the United States with terminals in Bolton, Bracebridge, Napanee, North Bay, Windsor, Belleville, Cornwall and Brantford, Ontario, with additional parking/switch yards in Brockville and Trenton, Ontario and freight brokerage offices in Charlotte, NC, Nashville, TN, Chicago, IL, Denver, CO, and Atlanta, GA. The Company has over 1,000 customers across various industries, including large multinational corporations. The Company has approximately 800 power units, 3,000 trailers, and over 1,100 independent owner operators and full-time employees.

The Truck Transportation segment provides transport of general merchandise by long-haul, dedicated and local trucking services throughout Canada and the U.S. with a variety of trailer types, including dry vans and flatbeds that support both heated and multi-axle services. Through the use of a modern fleet, the Truck Transportation segment provides reliable and high quality service to various customers, attains a high asset utilization through its network of terminals and yards across Ontario, and creates a platform for revenue growth and cost efficiencies through the integration of acquisitions.

The Logistics segment is a non-asset-based broker that provides ancillary transportation services, such as thirdparty logistics services and freight forwarding across all of North America. Through its network, the Logistics segment offers customers a variety of transportation services, including intermodal, international shipping, specialty services, and expedited services. The Logistics segment succeeds due to the extensive experience and expertise of the Company's dedicated personnel, up to date and innovative information technology and systems, as well as strong strategic relationships with third-party providers.

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Management's Discussion and Analysis for the fourth quarter and year ended December 31, 2021

The Company's operational results are influenced by industry-wide economic factors and by capital allocation including operating and spending decisions. Industry-wide economic factors which impact operational results include freight demand, truck capacity, fuel prices, driver availability, unemployment, exchange rates, government regulation and weather. The Company makes key decisions when allocating capital between its Truck Transportation and Logistics segments, hiring employees or independent contractors and determining sustainable compensation structures, investing in new equipment and technology, and considering business acquisitions. Operating and spending decisions are made after the analysis of numerous important financial and operational metrics including EBITDA¹ and operating income, revenue generated per truck and per mile, empty miles, driver retention and fuel efficiency.

Q4 2021 Key Highlights

• Consolidated revenue for Q4 2021 was \$111.3 million. This represents the highest quarterly revenue in Company history, and a 69.0% increase over Q4 2020. Significant growth in the U.S. operations and revenue from our acqusition was the main factors to the increase.
• Adjusted operating income(1) was \$2.9 million for Q4 2021, representing a 2.9% operating margin(1) , and a 1.8% point decrease in margin, when compared to \$3.0 million and a 4.7% operating margin(1) in Q4 2020.
• Logistics segment revenue was \$68.2 million for Q4 2021, a 68.7% increase when compared to \$40.4 million in Q4 2020. Our strategic U.S. expansions to Chicago, IL and Denver, CO in the year increased our bandwidth to capitalize on the North American economic recovery. Operating income(1) was \$4.8 million, a \$1.5 million increase from \$3.3 in Q4 2020. Operating margin(1) for the same period was 7.6%, a 0.9% decrease from 8.5% in Q4 2020.
• Truck Transportation segment revenue for Q4 2021 was \$44.5 million, representing a 66.0% increase year-over-year. Adjusted operating income(1) was \$0.9 million, representing a 2.2% operating margin(1) , for the fourth quarter of 2021. This compares to Q4 2020 operating income(1) of \$0.5 million and a 1.9% operating margin(1) .

Revenue by Industry
Food & Beverages	28.6%
Manufactured goods	26.2%
Retail	15.0%
Logistics/Trucking	8.4%
Automotive	5.9%
Metals & Mining	5.6%
Services	3.5%
Recycling	3.2%
Other	3.5%
Based on Q4 2021 revenue

¹ Refer to "Results of Operations" on page 3 and "Non-IFRS Financial Measures" on page 14 for more information about EBITDA and operating income and for a reconciliation of EBITDA and operating income to net income. 2.

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RESULTS OF OPERATIONS

Financial Highlights (unaudited)

	3 months	3 months	12 months	12 months	12 months
	ended	ended	ended	ended	ended
	Dec 31	Dec 31	Dec 31	Dec 31	Dec 31
	2021	2020	2021	2020	2019
Revenue	100,889	62,559	366,070	189,110	155,020
Fuel surcharge	10,394	3,290	33,373	11,632	12,009
Operating expenses	111,283	65,849	399,443	200,742	167,029
	102,500	59,320	368,139	177,647	148,575
EBITDA(1) EBITDA margin(1)	8,783 8.7 %	6,529 10.4 %	31,304 8.6 %	23,095 12.2 %	18,454 11.9 %
Depreciation(3)	5,636	3,504	20,370	13,104	13,295
Amortization of customer lists	205	57	967	229	229
Adjusted operating income(1) Adjusted operating margin(1)	2,942 2.9 %	2,968 4.7 %	9,967 2.7 %	9,762 5.2 %	4,930 3.2 %
Gain on sale of property and equipment Finance costs(3)	(269) 291	(943) 680	(1,524) 3,045	(1,656) 2,837	(601) 3,421
Finance income	(60)	(68)	(233)	(388)	(383)
Foreign exchange loss	45	157	266	103	37
Transaction costs	-	-	835	-	-
Loss/(Gain) on sale of marketable securities Income tax expense	- 1,362	- 1,048	(111) 2,654	- 2,600	- 871
Net income and comprehensive income attributable to owners of the Company	1,573	2,094	5,035	6,266	1,585
Net income per share - basic	0.04	0.06	0.13	0.17	0.04
Net income per share - diluted	0.04	0.06	0.12	0.17	0.04

⁽¹⁾ Refer to "Non-IFRS Financial Measures"

⁽²⁾ Refer to "Other Expenses"

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Management's Discussion and Analysis for the fourth quarter and year ended December 31, 2021

EXECUTIVE SUMMARY

For the fourth quarter of 2021, Titanium delivered record quarterly revenue at \$111.3 million – an increase of 69.0% over the fourth quarter of 2020. This caps a year of records for the Company – with the highest full year revenue in the Company's history at \$399.4 million, nearly double the \$200.7 million in revenue reported in 2020.

This success, despite a continued challenging environment, is a reflection of the Company's focused organic growth strategies, disciplined approach to acquisitions and U.S. expansion, and our ongoing commitment to productivity and efficiency. Our continued success would not have been possible if not for the steadfast commitment from all our team members and drivers whose focus on our business and support of our customer's needs is critical to delivering our results.

2021 was a challenging environment for most industries as the continuing COVID-19 pandemic and associated restrictions continued to impact the economy, including inflationary pressures that further challenged operating conditions in the latter half of the year. However, Titanium's focus on building a robust and versatile platform supported our ability to successfully navigate the challenging environment across our Canadian and U.S. markets, support our customers and deliver strong organic growth. In addition, notwithstanding the environment, Titanium was able to close the largest acquisition in the Company's history with the acquisition of International Truckload Services Group ("ITS"). Titanium continued to build its business with the recently announced acquisition of Bert and Sons Cartage ("BSC").

Throughout 2021, Titanium also continued to successfully invest in the development of our U.S. logistics business in key markets capitalizing on access to the supply chain demand. The Company added two new locations with dedicated teams in Chicago and Denver, bringing our platform to four U.S. markets. Additionally, Titanium recently announced a fifth market and major U.S. hub, in Atlanta, Georgia, in line with our continued strategy of ramping up operations.

Overall, Titanium's strategy and execution delivered a year of significant growth. The truck transportation segment posted revenue of \$44.5 million in the fourth quarter and \$171.2 million for the year representing 66.0% and 61.2% growth respectively. The Logistics business, had fourth quarter revenue of \$68.2 million was up 68.7% while full year revenue more than doubled to \$232.3 million, up 134.6%.

As we look ahead to 2022, a number of challenges continue to confront the industry. While conditions appear to be improving materially, we remain vigilant in managing the evolving challenges of the COVID-19 pandemic and we continue to place the highest priority on the health and safety of our staff and customers.

The economy continues to deal with significant inflationary pressures, and ongoing challenges in the global supply chain. While presented with challenges, Titanium remains exceptionally well positioned to navigate these conditions with scalability and strong technology- platforms that deliver logistical solutions for our customers. Our exceptionally skilled, experienced and dedicated team are an integral part of our current and future success. With the intregation of ITS behind us, we expect that our truck transportation segment margins to recover.

Overall, Titanium is well-positioned to leverage our capacity and expertise as we move through 2022. We believe our investments in people and technology will allow us to continue to drive organic growth despite challenging conditions. In addition, with a solid balance sheet and disciplined focus, we remain committed to exploring further acquisition opportunities as they arise in 2022. We expect a year of strong performance and profitability for Titanium as we continue to remain disciplined in executing on our ambitious growth plans and build sustainable shareholder value.

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Management's Discussion and Analysis for the fourth quarter and year ended December 31, 2021

COVID-19 INFORMATION

It is Titanium's utmost priority to ensure the health and well-being of our people, our customers and the communities at large. Following the sudden onset of the COVID-19 pandemic, Titanium recognized the severity of the health and financial impact of this highly contagious virus. We have and will continue to monitor closely all pandemic related information to ensure we take all necessary precautionary actions to maintain uninterrupted service to our customers. Following our swift implementation of safety measures in Q1 2020, the following measures remain in place until further notice:

• Provide our people with proper Personal Protective Equipment ("PPE") suitable for their duties;
• Educating our workplace to adhere to new government pandemic protocols for the safety of our people and customers;
• Provide Work-From-Home capabilities to workforce as needed;
• Provide our workforce with up-to-date information regarding the preventative measures being taken by the Company and financial assistance available from the government relating to the pandemic.

We are pleased with the professionalism and efforts demonstrated by our people during these difficult times. Titanium can only operate without interruption due to the efforts by our valued team members.

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Management's Discussion and Analysis for the fourth quarter and year ended December 31, 2021

Selected Segmented Financial Information (unaudited)

	3 months ended	3 months ended	12 months ended	12 months ended
	Dec 31 2021	Dec 31 2020	Dec 31 2021	Dec 31 2020
Truck Transportation
Revenue	39,015	25,372	152,554	99,901
Fuel surcharge	5,511	1,453	18,691	6,354
	44,526	26,825	171,245	106,255
Operating expenses
Carriers and independent contractors	13,861	8,986	55,006	35,357
Vehicle operating	12,497	6,121	47,172	24,742
Wages and casual labour	11,864	7,100	45,514	24,818
Other operating	1,513	764	6,040	2,783
	39,735	22,971	153,732	87,700
EBITDA(1)	4,791	3,854	17,513	18,555
EBITDA margin(1)	12.3 %	15.2 %	11.5 %	18.6 %
Depreciation	5,460	3,308	19,839	12,494
Amortization of customer lists	205	57	967	229
Adjusted operating income(1)	(874)	489	(3,293)	5,832
Adjusted operating margin(1)	(2.2)%	1.9 %	(2.2)%	5.8 %
Gain on sale of property and equipment	(269)	(943)	(1,524)	(1,656)
Finance costs(3)	246	638	2,839	2,677
Finance income	(60)	(68)	(233)	(388)
Transaction costs	-	-	835	-
Loss/(Gain) on sale of
marketable securities	-	-	(111)	-
Income tax expense (recovery)	(683)	326	(1,609)	1,525
Adjusted net income (loss)(1)	(108)	536	(3,490)	3,674

⁽¹⁾ Refer to "Non-IFRS Financial Measures"

⁽²⁾ As US dollar debt in the Truck Transportation segment is used to hedge against US dollar receivables in the Logistics segment, the net foreign exchange gain or loss is considered as corporate income or expense

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Management's Discussion and Analysis for the fourth quarter and year ended December 31, 2021

Selected Segmented Financial Information (unaudited), continued 3 months 3 months 12 months 12 months ended ended ended ended Dec 31 Dec 31 Dec 31 Dec 31 2021 2020 2021 2020 Logistics Revenue 63,270 38,550 217,628 93,727 Fuel surcharge 4,882 1,837 14,683 5,278 68,152 40,387 232,311 99,005 Operating expenses Carriers and independent contractors 57,920 34,127 197,000 84,235 Wages and casual labour 4,461 2,380 15,031 6,326 Other operating 940 609 3,312 2,019 63,321 37,116 215,343 92,580 EBITDA/ Operating income(1) 4,831 3,271 16,968 6,425 EBITDA/ Operating income margin(1) 7.6 % 8.5 % 7.8 % 6.9 % Depreciation(3) 176 196 531 610 Finance costs(3) 45 42 206 160 Income tax expense 1,427 1,014 4,287 1,659 Adjusted net income 3,183 2,019 11,944 3,996

⁽¹⁾ Refer to "Non-IFRS Financial Measures"

⁽²⁾ As US dollar debt in the Truck Transportation segment is used to hedge against US dollar receivables in the Logistics segment, the net foreign exchange gain or loss is considered as corporate income or expense

⁽³⁾ Refer to "Change in Accounting Estimates"

⁽⁴⁾ Refer to "Income Taxes Adjustments"

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Management's Discussion and Analysis for the fourth quarter and year ended December 31, 2021

Revenue

	3 months ended	3 months ended	12 months ended	12 months ended
	Dec 31 2021	Dec 31 2020	Dec 31 2021	Dec 31 2020
Truck Transportation
Revenue Fuel surcharge	39,015 5,511	25,372 1,453	152,554 18,691	99,901 6,354
	44,526	26,825	171,245	106,255
Logistics
Revenue	63,270	38,550	217,628	93,727
Fuel surcharge	4,882	1,837	14,683	5,278
	68,152	40,387	232,311	99,005

For the three month period and year ended December 31, 2021, the Company's consolidated revenues increased by \$45.4 million or 69.0%, and \$198.7 million or 99.0% when compared to the three month period and year ended December 31, 2020, respectively. The increase in revenue reflected significant growth in our U.S. logistics operations, which added \$110.8 million compared to \$47.6 million for the year ended 2021, and acquired revenue from ITS, which totaled \$66.7 million for the year. The average exchange rate used to convert our revenue generated in U.S. dollars decreased this quarter to C\$1.2600 from C\$1.3030 during the same period in 2020, resulting in a negative exchange impact on the company's income of \$2.5 million, with a corresponding positive exchange impact on the company's expense of \$1.9 million, for a net negative impact of \$0.6 million.

The Truck Transportation segment experienced an increase in revenue of \$17.7 million or 66.0%, for the three month period ended December 31, 2021 and an increase of \$65.0 million or 61.2% for the year ended December 31, 2021 when compared the same periods in 2020. The increase in the quarter reflected incremental revenue from acquisition of ITS, totalling \$15.8 million in the quarter. Total miles increased by 50.0% when compared to the same three month period ended December 31, 2020, reflecting the increase in capacity as a result of the acquisition. The pricing environment has also improved by 11.3% when compared to the same period in 2020, where economic conditions were dampened by the COVID-19 pandemic.

The Logistics segment saw an increase in revenue of \$27.8 million or 68.7% for the three month period ended December 31, 2021 and an increase of \$133.3 million or 134.6% for the year ended December 31, 2021, when compared to that of 2020. The significant increase in the segment was largely attributable to the U.S. Logistics segment, where revenue increased from \$24.2 million in the three month period ended December 31, 2020 to \$44.6 million in the same period this year. This incremental revenue from the U.S. segment is primarily due to the addition of Nashville, TN, Chicago, IL and Denver, CO offices which started operations in the latter half of 2020, as well as significant economic recovery in selected U.S. markets as pandemic restrictions lessened. Revenues from the Canadian segment also increased by \$7.4 million, or 45.5% increase from the three month period ended December 31, 2020. The increase in this segment is mainly a reflection of improved volumes in the 3PL environment.

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Operating Expenses

3 months ended	3 months ended	12 months ended	12 months ended
Dec 31	Dec 31	Dec 31	Dec 31 2020
44,526 39,735	26,825 22,971	171,245 153,732	106,255 87,700
4,791 12.3 %	3,854 15.2 %	17,513 11.5 %	18,555 18.6 %
5,665	3,365	20,806	12,723
(874) (2.2)%	489 1.9 %	(3,293) (2.2)%	5,832 5.8 %
68,152 63,321	40,387 37,116	232,311 215,343	99,005 92,580
4,831 7.6 %	3,271 8.5 %	16,968 7.8 %	6,425 6.9 %
839	596	3,177	1,884
	2021	2020	2021

⁽¹⁾ Refer to "Non-IFRS Financial Measures".

For the Truck Transportation segment, operating expenses increased by \$16.8 million or 73.0%, for the three month period ended December 31, 2021 and increased by \$66.0 million or 75.3% for the year ended December 31, 2021, when compared to the same periods in 2020. The increase in operating expenses was mainly a reflection of the increase in volume from the ITS acquisition. Included in wages and casual labour expense in 2020 was government assistance of \$2.3 million from CEWS program. The segment received \$0.1 million for the year ended December 31, 2021. Adjusted for government assistance received, the adjusted segment operating margin for year ended December 31, 2021 decreased to -2.2% from 3.5%. Margins are expected to soften following an acquisition as the segment integrates the operations and realizes synergies. During the year ended 2021, the segment incurred \$3.6 million of one-time integration and related costs associated with the acquisition of ITS fleet to Titanium's standards. In addition, we also experienced an operating loss of \$1.9 million related to ITS, net of the integration cost above. Adjusted for these items, adjusted operating income for the year would have been \$2.2 million and an operating margin of 1.4%.

For the Logistics segment, operating expenses increased by \$26.2 million or 70.6% for the three month period ended December 31, 2021 and increased by \$122.8 million or 132.6% for the year ended December 31, 2021. The increase in expenses for the quarter was mainly attributable to significant volume growth in the U.S. Logistics segment reflecting improvements in economic conditions and the success of our strategic freight brokerage expansions. The increase was supplemented by a year over year increase in Canadian Logistics volume. No CEWS were received by the segment in this year but \$1.0 million was received in 2020. The segment adjusted operating margin increased from 5.7% to 7.8% in the year ended December 31, 2021 compared to prior year.

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SUMMARY OF QUARTERLY RESULTS

The following table sets out quarterly financial information for the Company's eight most recently completed quarters:

(in thousands)

	Q4'21	Q3'21	Q2'21	Q1'21	Q4'20	Q3'20	Q2'20	Q1'20)
Revenue	111,283	101,688	100,798	85,675	65,850	52,627	37,952	44,312
EBITDA(1) EBITDA margin(1)	8,783 8.7 %	7,239 7.8 %	7,731 8.4 %	7,515 9.5 %	6,529 10.4 %	6,713 13.5 %	5,305 14.7 %	4,547 11.1 %
Operating income(1) Operating margin(1)	2,942 2.9 %	1,709 1.8 %	2,671 2.9 %	2,608 3.3 %	2,968 4.7 %	3,646 7.3 %	1,819 5.1 %	1,329 3.3 %
Adjusted net income (loss)(1)	1,573	1,354	938	1,169	2,094	2,655	874	643
Per share - basic Per share - diluted	0.04 0.04	0.03 0.03	0.02 0.02	0.03 0.03	0.06 0.06	0.07 0.07	0.02 0.02	0.02 0.02
Net income (loss) and comprehensive income (loss) attributable to the owners of the Company	1,573	1,354	938	1,169	2,094	2,655	874	643
Per share - basic Per share - diluted	0.04 0.04	0.03 0.03	0.02 0.02	0.03 0.03	0.06 0.06	0.07 0.07	0.02 0.02	0.02 0.02

⁽¹⁾ Refer to "Non-IFRS Financial Measures".

Changes from quarter to quarter are mainly a reflection of the seasonality of operations, changes in industry conditions and acquisitions. In January 2020, COVID-19 became widely known as the spread of the virus began to affect countries outside China. As the virus continued to spread, the outbreak was declared a global pandemic on March 11, 2020 by the World Health Organization. In response, many countries, including the United States and Canada, imposed government-mandated shutdowns of non-essential businesses and travel restrictions. Overall macroeconomic conditions deteriorated sharply as a result of these regulations and caused significant pressure in pricing and demand. The Canadian government also implemented various relief programs, such as the CEWS program, to alleviate the economic effects of the pandemic.

Market conditions began to improve at the end of Q2 2020. Freight demand increased during the second half of 2020 as many end markets served by Titanium resumed activities. The economic recovery was particularly strong in the United States, in part reflecting the accelerated roll-out of COVID-19 vaccinations. In contrast, the Canadian market lagged behind in the recovery process due to ongoing government-mandated closures and measures.

In addition, there has historically been an increase in revenue and a decrease in margins in quarters following an acquisition. Revenues have often decreased, stabilized and then increased while EBITDA margins have increased in quarters after a business acquisition.

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LIQUIDITY AND CAPITAL RESOURCES

	December 31 2021	December 31 2020	December 31 2019
Working capital (deficit)(1)	4,126	8,637	(4,949)
Total assets	233,666	138,764	135,390
Net debt(2)	83,067	53,611	66,324
Shareholders' equity	73,714	47,071	40,603
Net debt to equity ratio(3)	1.13	1.14	1.63

⁽¹⁾ Working capital (deficit) is defined as current assets less current liabilities.

The Company's maintained a strong working capital position at 1.13 as at December 31, 2021. We continued our successful capital management strategy and held net debt to equity nearly constant despite significant rolling stock purchases financed by long term debt.

Subsequent to the year ended December 31, 2021, the Company acquired all of the outstanding shares of Bert and Son's Cartage Limited ("BSC") on January 1, 2022 for consideration of approximately \$10.5 million, consisting of \$9.0 million in cash and \$1.5 million in share considerations.

As of December 31, 2021, \$9.2 million in cash was being held in trust in order to fund the cash portion of the BSC purchase price and related.

In terms of rolling stock expenditure, we have committed \$32.0 million towards the purchase of 100 new power units and 250 trailers over the next year. Of this amount, \$4.4 million will be allocated towards 25 new power units to expand our current fleet. In addition, we expect to realize proceeds from the sale of excess aged equipment of approximately \$4.0 million. In 2021, the Company realized \$4.2 million in proceeds on the sale of excess aged equipment. Our rolling stock replacement policy is to replace trucks after 6 years, van trailers after 10 years and flatbed trailers after 15 years. We believe there is sufficient financing available to fund planned capital expenditures in the future and to provide for the further organic and inorganic growth of the business.

The following table sets out the Company's contractual obligations, excluding future interest payments:

(in thousands)							After
	Total	1 Year	2 Years	3 Years	4 Years	5 Years	5 Years
Loans	33,475	9,723	7,783	6,221	5,305	3,133	1,310
Finance leases	34,553	8,624	7,229	4,726	3,140	2,031	8,803
	68,028	18,347	15,012	10,947	8,445	5,164	10,113

Titanium actively seeks debt refinancing when possible, especially with respect to debt acquired through business acquisitions, to the extent that penalties for early retirement of debt are not significant and lower cost financing is available. We believe the Company's operating cash flows are sufficient to fund daily operating activities and meet regular debt repayment obligations.

⁽²⁾ Net debt is defined as bank indebtedness, loans payable and finance lease liabilities, net of cash, finance lease receivables and assets held for sale, both current and long-term portions.

⁽³⁾ Net debt to equity ratio is defined as net debt divided by shareholders' equity.

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Management's Discussion and Analysis for the fourth quarter and year ended December 31, 2021

The portion of the Company's bank credit facilities which were unused as of December 31, 2021 include approximately \$25.1 million under the revolving demand operating facility, and \$5.5 million under a finance lease loan facility. In addition, the Company has \$29.4 million available in finance leasing and loan facilities through other institutions.

The Company's credit facility and finance leasing agreements require Titanium to maintain three covenants on a quarterly basis. These covenants are measured on a consolidated rolling twelve-month basis. We were in compliance with all covenants as of December 31, 2021 and we believe the Company will be in compliance with all required covenants for the next twelve months. The first covenant requires the Company's debt to tangible net worth ratio to be less than 3.5. Debt to tangible net worth is a ratio of total liabilities plus future minimum lease payments on non-realty operating leases to shareholder's equity less goodwill, customer lists and deferred tax assets. The second covenant requires the Company's debt service coverage ratio to be greater than 1.15. Debt service coverage is a ratio of net income before interest income and expenses, gains on sale of equipment, depreciation, amortization and non-cash items, less unfinanced capital expenditures, plus proceeds of sale of equipment, to contractually required principal and interest payments made over the prior twelve months. The third covenant requires the Company's fixed charge coverage ratio to be greater than 1.00. Fixed charge coverage is a ratio of net income before interest income and expenses, gains on sale of equipment, to contractually required principal and interest payments made over the prior twelve months.

Common Shares

In September 2017, the Company implemented a share purchase plan (the "Plan"), which allows all employees and independent contractors, but excluding insiders of the Company, to contribute up to 5% of their compensation, to a maximum of \$4,800 per year, towards the purchase of Titanium common shares. Contributions are matched at a rate of 100% by the Company and shares are issued from treasury in order to fund the Plan. In the case of employees, matched shares are subject to a three year vesting period. In the case of independent contractors, matched shares are issued after three years of service. The maximum number of shares approved for issuance under the Plan is reviewed by the Board of Directors annually. Of the shares issued to date, 462,603 (2020 - 539,433) have not vested.

On May 19, 2020, the Company renewed its normal course issuer bid, allowing the Company to purchase up to 1,821,831 of its common shares (the "NCIB"), representing 5% of its issued and outstanding common shares. The NCIB terminated on May 18, 2021.

On March 31, 2021, the Company completed a private placement of 6,666,400 common shares of the Company at a price of \$3.75 per common share for gross proceeds of \$25.0 million. Cost incurred by the Company related to the private placement amounted to \$1.7 million.

For the year ended December 31, 2021, the Company did not repurchase any (2020 - 53,200) common shares. In 2020, the Company repurchased 53,000 common shares at a weighted average purchase price of \$1.17 and a total purchase price \$0.1 million. The excess of the purchase price paid over the carrying value of the shares repurchased was charged to retained earnings as a share repurchase premium.

As of March 8, 2022, there are 44,050,513 common shares of the Company outstanding. In addition, there are 2,335,100 stock options outstanding, of which 1,145,598 are exercisable.

During the year ended December 31, 2021, dividends of \$3.4 million or \$0.08 per common share (2020 - \$0.7 million) was declared and paid by the Company to its shareholders.

Subsequent to the reporting date, the Company declared dividends of \$0.02 per common share payable on March 15, 2022 to shareholders as of end of business on February 28, 2022.

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Management's Discussion and Analysis for the fourth quarter and year ended December 31, 2021

TRANSACTIONS WITH RELATED PARTIES

The Company provides truck transportation services to companies under common control. These companies include Vision Extrusions Group Limited, Vision Profile Extrusions Ltd. and Sunview Patio Doors Ltd. Aggregate revenues from these companies totaled \$13.1 million for the year ended December 31, 2021 (2020 - \$9.0 million).

The Company was leasing its head office from Caledon First Investments Limited, a company under common control, until it was sold during Q4 2021. Total payments made to this company for the year ended December 31, 2021 was \$1.8 million (2020 - \$2.1 million).

These transactions were carried out in the normal course of business and were measured at the exchange amount, which management has concluded approximates an arm's-length arrangement.

FORWARD LOOKING STATEMENTS

This MD&A contains forward looking statements that reflect the Company's current expectations and projections about its future results. When used in this MD&A, forward looking statements can be identified by the use of words such as "may", or by such words as "will", "intend", "believe", "estimate", "consider", "expect", "anticipate", "objective" and similar expressions or variations of such words. Forward looking statements are, by their nature, not guarantees of the Company's future operational or financial performance and are subject to risks and uncertainties and other factors that could cause the Company's actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward looking statements. No representation or warranty is intended with respect to anticipated future results or that estimates or projections will be sustained.

Readers are cautioned not to place undue reliance on these forward looking statements, which are necessarily based on a number of estimates and assumptions that, while considered reasonable by management as of the date of this MD&A, are inherently subject to significant business, economic and competitive uncertainties and contingencies. The following factors could cause the Company's actual financial performance to differ materially from that expressed in any forward looking statement: highly competitive market conditions, the Company's ability to recruit, train and retain qualified drivers, the Company's ability to identify, successfully complete and integrate suitable acquisitions, fuel price variation and the Company's ability to recover these costs from its customers, foreign currency fluctuations, the impact of environmental standards and regulations, changes in Canadian and US government regulations applicable to the Company's operations, changes in key personnel, adverse weather conditions, accidents and litigation, the market for used equipment, changes in interest rates, changes in the cost of liability insurance coverage, downturns in general economic conditions affecting the Company and its customers and availability of financing on reasonable commercial terms. The Company expressly disclaims any obligation to update forward looking statements if circumstances or management's views or estimates change, except as otherwise required pursuant to applicable law.

From time to time, we will disclose our current annual run rate revenue and EBITDA. Although not intended as such, this may be interpreted as forward looking information. Run rates are presented in order to provide investors with insight into the current size of the Company and do not take into account expected future growth or changes in economic conditions. Historical figures may not be a good indicator of the Company's size, due to acquisitions and the time that it takes to fully realize synergies.

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Management's Discussion and Analysis for the fourth quarter and year ended December 31, 2021

NON-IFRS FINANCIAL MEASURES

This MD&A includes the following financial measures that do not have any standardized meaning under IFRS and may not be comparable to similar measures employed by other companies:

"Earnings before interest, income taxes, depreciation and amortization" ("EBITDA") is calculated as net income before depreciation, amortization, asset impairments, gains or losses on the sale of equipment, finance income and costs, gains or losses on foreign exchange, income tax expense, transaction costs, accelerated customer list amortization and goodwill impairment.

"EBITDA margin" is calculated as EBITDA as a percentage of revenue before fuel surcharge.

"Operating income" is calculated as net income before asset impairments, gains or losses on the sale of equipment, finance income and costs, gains or losses on foreign exchange, income tax expense, transaction costs, accelerated customer list amortization and goodwill impairment.

"Operating margin" is calculated as operating earnings as a percentage of revenue before fuel surcharge.

"Adjusted net income" is calculated as net income before items that are not in the normal course of business, such as accelerated customer list amortization and goodwill impairment.

Management of the Company believes that these financial measures are useful for investors and other readers, when used in conjunction with other IFRS financial measures, as they are measurers used internally by management to evaluate performance. However, these financial measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of financial performance prepared in accordance with IFRS.

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Management's Discussion and Analysis for the fourth quarter and year ended December 31, 2021

RISKS AND UNCERTAINTIES

The Company's business is subject to a number of risk factors which are described in our most recently filed annual information form. Additional risks and uncertainties not presently known to us or that we currently consider immaterial also may impair our business and operations and cause the price of the common shares to decline. If any of the noted risks actually occur, our business may be harmed and the financial condition and results of operations may suffer significantly. In that event, the trading price of the common shares could decline, and shareholders may lose all or part of their investment.

As the duration and impact of the COVID-19 pandemic to the global economy is indeterminable, it is not possible to reliably estimate the length and severity of COVID-19 related impacts on the financial results and operations of the Company. The Company will continue to closely monitor the situation as it develops day-today and will take further actions, if necessary, to ensure the wellbeing of our workforce, customers, suppliers and other stakeholders, as well as minimize the disruption to Titanium's services.

The Company has taken measures to mitigate the potential negative impact on its financial results as a result of the outbreak. These measures are described under the section COVID-19 information in this MD&A. As the current market remain uncertain, the Company's exposure to interest rate risk and foreign exchange risk are heightened due to the volatility of the market. We continue to monitor the economic conditions on a daily basis to mitigate these risks.

The Company does not expect any material changes to other risk factors provided that there are no new COVID-19 precautionary measures. If these measures extend indefinitely, there may be adverse effects on Titanium's credit risks as customers may become financially distressed. There may also be additional risks to the Company's operations as available workforce may contract for the Company, its customers and its suppliers. Furthermore, a prolonged period of precautionary measures will likely have severe effects on the Company's liquidity position. All of the above will have adverse impact to the Company's financial performance if the precautionary measures remain indefinite.

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Management's Discussion and Analysis for the fourth quarter and year ended December 31, 2021

CRITICAL ACCOUNTING ESTIMATES

The preparation of the Company's consolidated financial statements requires management to make judgments, assumptions and estimates that affect the reported amounts of revenues and expenses, the carrying amounts of assets and liabilities and disclosures regarding contingent assets and liabilities. The following describes critical accounting estimates management used in preparing the consolidated financial statements:

Impairment of trade and other receivables – An allowance for lifetime expected credit losses is established based on a combined approach of specific account identification and the use of a provision matrix. Management regularly analyzes its approach and exposure to credit loss based on an analysis of all relevant current information as well as historical trends.

Depreciation and impairment of property and equipment and Right of Use Assets – Estimates of useful lives for straight line depreciation are based on management's historical experience and are reviewed on an ongoing basis. Property and equipment, as well as Right-of-Use Assets, is assessed for impairment when events or changes in circumstances indicate that the Company may not be able to recover its carrying value.

Amortization and impairment of intangible assets – Amortization periods for customer lists are based on management's past experience and regular assessments of customer attrition. Goodwill and customer lists are assessed annually for impairment by comparing future discounted expected cash flows for cash-generating units against carrying values. Cash flows are estimated based on past performance and future expected conditions. Discount rates are estimated based on industry averages, company size and capital structure.

Business combinations – Tangible assets acquired as part of a business combination are valued based on management estimates of current market values, recent selling activity and third party valuations. Intangible assets are valued based on future discounted expected cash flows, customer attrition and workforce turnover. Discount rates are estimated based on industry averages, company size and capital structure.

Lease contracts – Lease contracts with extensions, terminations or early buyout options are evaluated based on management judgement on whether it is reasonably certain that the option will be exercised. Management considers all relevant factors and economic incentives such as current market values of underlying asset, recent market renewals and third party valuations. In addition, management also evaluate relevant factors such as bank mortgage rate, interest rates and borrowing conditions when assessing the incremental borrowing rate to measure the lease liability.

Income Taxes – Future tax balances are estimated based on expected future tax rates and the probability of future taxable income needed to realize deferred tax assets. Expected future tax rates are based on currently enacted tax rates or pronounced changes. Future taxable income is based on past performance and future expected conditions.

Share based payments – Management estimates expected volatility, the expected life of the instrument and expected forfeitures when valuing share based payments. Volatility is estimated based on historical trading data. The expected life of the instrument and expected forfeitures is based on past experience.

Provisions – Estimates of expected settlements arising from matters involving litigation or accident claims are based on information provided by legal counsel or insurance professionals.