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Titanium Transportation Group Inc. M&A Activity 2026

Apr 1, 2026

43029_rns_2026-04-01_e37392dd-363f-4587-be96-0b6aa503c79b.pdf

M&A Activity

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NOTICE OF CHANGE IN CORPORATE STRUCTURE

(Pursuant to Section 4.9 of National Instrument 51-102 Continuous Disclosure Obligations)

Item 1. Names of the Parties to the Transaction

Titanium Transportation Group Inc. (the "Company")
TTNM Management Acquisition Limited (the "Purchaser")
Trunkeast Investments Canada Limited (the "Parent")

Item 2. Description of the Transaction

On March 31, 2026, the Company, the Purchaser and the Parent completed the previously announced arrangement, pursuant to which the Purchaser acquired all of the outstanding common shares of the Company (the "Common Shares"), other than the Rollover Shares (as defined below) for C$2.22 per Share in cash pursuant to a court approved plan of arrangement (the "Arrangement") under the provisions of the Canada Business Corporations Act (the "CBCA").

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 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), the Parent 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").

The Common Shares are expected to be delisted from the Toronto Stock Exchange and from quotation on the OTCQX on or about April 2, 2026. As a result of the Arrangement, the Purchaser and the Company have been amalgamated and will continue under the name Titanium Transportation Group Inc. (the "Resulting Issuer") and the Resulting Issuer has become a reporting issuer in Ontario, Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Prince Edward Island and Saskatchewan. The Resulting Issuer intends to apply to cease to be a reporting issuer under Canadian securities laws.

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 on the System for Electronic Data Analysis and Retrieval + at www.sedarplus.ca.

Item 3. Effective Date of the Transaction

March 31, 2026

Item 4. Names of Each Party that Ceased to be a Reporting Issuer after the Transaction and of Each Continuing Entity

The Resulting Issuer intends to make an application to the Ontario Securities Commission, as principal regulator, for a decision under applicable Canadian securities laws that the Resulting Issuer cease to be a reporting issuer in each of the provinces and territories in Canada in which it is a reporting issuer.

Item 5. The Date of the Reporting Issuer's First Financial Year-End After the Transaction, if Paragraph (a) or (b)(ii) of Section 4.9 of National Instrument 51-102 (the "Instrument") Applies

Not applicable.

Item 6. The Periods, Including the Comparative Periods, if any, of the First Interim and Annual Financial Statements Required to be Filed for the Reporting Issuer's First Financial Year After the Transaction, if Paragraph (a) or (b)(ii) of Section 4.9 of the Instrument Applies

Not applicable.

Item 7. Documents Filed under the Instrument that Describe the Transaction and Where those Documents can be Found in Electronic Format, if Paragraph (a) or (b)(ii) of Section 4.9 of the Instrument Applies

Further information regarding the Arrangement is contained in the documents available under the Company's profile on SEDAR+ at www.sedarplus.ca, including:

  • a) the arrangement agreement dated January 14, 2026;
  • b) the voting and support agreements dated January 14, 2026;
  • c) the material change report dated January 14, 2026;
  • d) the news release dated January 15, 2026;
  • e) the notice of special meeting and management information circular dated February 4, 2026;

f) the letter of transmittal filed February 13, 2026;
g) the news release dated February 13, 2026;
h) the news release dated March 2, 2026;
i) the report of voting results dated March 10, 2026;
j) the news release dated March 10, 2026;
k) the news release dated March 31, 2026; and
l) the material change report dated April 1, 2026.

Item 8. Date of Report

April 1, 2026