Innovation, Science and Economic Development Canada
Corporation Canada
Innovation, Sciences et Développement économique Canada
Corporations Canada

Certificate of Arrangement

Canada Business Corporations Act

Certificat d'arrangement

Loi canadienne sur les sociétés par actions

Titanium Transportation Group Inc.
956733-0

Corporate name(s) of CBCA applicants / Dénomination(s) sociale(s) de la ou des sociétés LCSA requérantes

Corporation number(s) / Numéro(s) de la ou des sociétés

I HEREBY CERTIFY that the arrangement set out in the attached articles of arrangement has been effected under section 192 of the Canada Business Corporations Act.

JE CERTIFIE que l'arrangement mentionné dans les clauses d'arrangement annexées a pris effet en vertu de l'article 192 de la Loi canadienne sur les sociétés par actions.

Hantz Prosper
Director / Directeur
2026-03-31
Date of Arrangement (YYYY-MM-DD)
Date de l'arrangement (AAAA-MM-JJ)

Canada

Innovation, Science and Economic Development Canada
Corporation Canada
Innovation, Sciences et Développement économique Canada
Corporation Canada

Canada Business Corporations Act (CBCA)

FORM 14.1

ARTICLES OF ARRANGEMENT

(Section 192)

1- Name of the applicant corporation(s)	Corporation number
Titanium Transportation Group Inc.	956733-0

2 - Name of the corporation(s) the articles of which are amended, if applicable	Corporation number
n/a

3 - Name of the corporation(s) created by amalgamation, if applicable	Corporation number
Titanium Transportation Group Inc.	1601806-8

4 - Name of the dissolved corporation(s), if applicable	Corporation number
n/a

5 - Name of the other bodies corporate involved, if applicable	Corporation number or jurisdiction
TTNM Management Acquisition Limited	1713885-7

6 - In accordance with the order approving the arrangement, the plan of arrangement attached hereto, involving the above named body(ies) corporate, is hereby effected.
In accordance with the plan of arrangement,
☐ a. the articles of the corporation(s) indicated in item 2, are amended.
If the amendment includes a name change, indicate the change below:

☑ b. the following bodies corporate and/or corporations are amalgamated (for CBCA corporations include the corporation number):
TTNM Management Acquisition Limited (Corporation Number 1713885-7) and Titanium Transportation Group Inc. (Corporation Number 956733-0) - See Schedule A
☐ c. the corporation(s) indicated in item 4 is(are) liquidated and dissolved: | |
| | |
| 7 - I hereby certify that I am a director or an authorized officer of one of the applicant corporations. | |
| Signature: (Signed) "Luciano Galasso" | |
| Print name: Luciano Galasso | |

Note: Misrepresentation constitutes an offence and, on summary conviction, a person is liable to a fine not exceeding $5,000 or to imprisonment for a term not exceeding six months or to both (subsection 250(1) of the CBCA).

ISED-ISDE 3189E (2020/01) Page 1 of 2
March 31, 2026
Canada

Schedule A to
Articles of Arrangement for
Titanium Transportation Group Inc. (the “Corporation”)

Name of Amalgamated Corporation:
Titanium Transportation Group Inc.
The province or territory in Canada where the registered office is to be situated:
Ontario
The classes and maximum number of shares that the Corporation is authorized to issue:
The Corporation is authorized to issue an unlimited number of common shares and an unlimited number of Class A preferred shares.
The rights, privileges, restrictions and conditions attached to each class of shares:
The rights, privileges, restrictions and conditions attached to each class of shares of the Corporation are set out on Exhibit 1.
Disposition of Shares:
The authorized but unissued shares and the issued and outstanding shares of TTNM Management Acquisition Limited and Titanium Transportation Group Inc. shall be respectively cancelled and/or converted into issued shares in the capital of the Corporation as follows:

(a) Each issued and outstanding common share in the capital of TTNM Management Acquisition Limited shall be converted into one common share of the Corporation;
(b) Each issued and outstanding Class A preferred share in the capital of TTNM Management Acquisition Limited shall be converted into one Class A preferred share of the Corporation;
(c) The issued and outstanding shares in the capital of Titanium Transportation Group Inc. shall be cancelled without any repayment of capital in respect thereof and shall not be converted into shares of the Corporation; and
(d) The remaining authorized but unissued shares of each of TTNM Management Acquisition Limited and Titanium Transportation Group Inc. shall be cancelled.

MTDOCS 63958096v3

Stated Capital of the Corporation:

The stated capital of the Corporation shall be as follows:

(a) The stated capital of the issued and outstanding common shares of the Corporation shall be equal to the aggregate paid-up capital (as such term is defined in the Tax Act) of the common shares of TTNM Management Acquisition Limited immediately prior to the Amalgamation; and

(b) The stated capital of the issued and outstanding Class A preferred shares of the Corporation shall be equal to the aggregate paid-up capital (as such term is defined in the Tax Act) of the Class A preferred shares of TTNM Management Acquisition Limited immediately prior to the Amalgamation.

Restrictions, if any, on share transfers:

(a) The previous consent of the directors expressed by a resolution passed by the board of directors or by an instrument or instruments in writing signed by all the directors; or

(b) The previous consent of the holders of the shares having voting rights for the time being outstanding expressed by a resolution passed by the shareholders or by an instrument or instruments in writing signed by all the shareholders having voting rights.

Number (or minimum and maximum) of directors:

Minimum of One (1) and a Maximum of Ten (10)

By-Laws:

The by-laws of the Corporation shall be the by-laws of TTNM Management Acquisition Limited.

Restrictions, if any, on business the corporation may carry on:

There shall be no restrictions on the business that the Corporation may carry on.

Other Provisions:

The board of directors of the Corporation may from time to time, without the authorization of the shareholders, in such amounts and on such terms as it deems expedient:

(i) borrow money upon the credit of the Corporation;

(ii) limit or increase the amount to be borrowed;

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(iii) issue debentures or other securities of the Corporation;

(iv) pledge or sell such debentures or other securities;

(v) secure any debentures or other securities or any other present or future borrowing or liability of the Corporation by mortgage, hypothec, charge or pledge of all or any currently owned or subsequently acquired real and personal, moveable and immoveable, property of the Corporation and the undertaking and rights of the Corporation; and

(vi) delegate any or all of the foregoing powers to such officers or directors of the Corporation to such extent and in such manner as the board of directors may from time to time determine.

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Exhibit 1

(I) CLASS A PREFERRED SHARES

Designation. There shall be a class of Preferred Shares that shall be designated as "Class A Convertible Preferred Shares" (the "Class A Preferred Shares") consisting of an unlimited number of shares. The rights, privileges, restrictions and conditions of the Class A Preferred Shares shall be as set forth herein.
Defined Terms. For purposes hereof, the following terms shall have the following meanings:

"Act" means the Canada Business Corporations Act, as amended.

"Applicable Securities Laws" means, collectively, all applicable securities laws of each of the jurisdictions in which securities of the Corporation are issued or acquired, and the respective rules and regulations under the laws, together with applicable published policy statements, instruments, notices, orders and rulings of the securities regulatory authorities in the jurisdictions and all applicable rules and regulations of any exchange on which the securities are listed.

"Articles" means the original or restated articles of incorporation, articles of amendment, articles of amalgamation, articles of continuance, articles of reorganization, articles of arrangement, articles of dissolution, articles of revival and includes any amendments thereto.

"Board" means the board of directors of the Corporation.

"Business" has the meaning set forth in Section 6.2(j).

"Class A Conversion Election Date" has the meaning set forth in Section 7.2(c).

"Class A Election Notice" has the meaning set forth in Section 7.1.

"Class A Preferred Share" has the meaning set forth in Section 1.

"Class A Redemption" has the meaning set forth in Section 7.1.

"Class A Redemption Date" has the meaning set forth in Section 7.2(b).

"Class A Redemption Notice" has the meaning set forth in Section 7.2.

"Class A Redemption Price" has the meaning set forth in Section 7.1.

"Common Shares" means the common shares in the capital of the Corporation.

"Common Shares Deemed Outstanding" means, at any given time, the sum of: (a) the number of Common Shares actually outstanding at such time; (b) the number of Common Shares issuable upon exercise of Options actually outstanding at such time; and (c) the number of Common Shares

5
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issuable upon conversion or exchange of Convertible Securities actually outstanding at such time (treating as actually outstanding any Convertible Securities issuable upon exercise of Options actually outstanding at such time); in each case, regardless of whether the Options or Convertible Securities are actually exercisable at such time; provided that Common Shares Deemed Outstanding at any given time shall not include shares owned or held by or for the account of the Corporation or any of its Subsidiaries.

"Conversion Price" has the meaning set forth in Section 8.1(a).

"Conversion Shares" means the Common Shares or other shares of the Corporation then issuable upon conversion of the Class A Preferred Shares in accordance with the terms of Section 8.

"Convertible Securities" means any securities (directly or indirectly) convertible into or exchangeable for Common Shares, but excluding Options.

"Corporation" means TTNM Management Acquisition Limited.

"Date of Issuance" means, for any Share of Class A Preferred Shares, the date on which the Corporation initially issues such Share (without regard to any subsequent transfer of such Share or reissuance of the certificate(s) representing such Share).

"Deemed Liquidation" has the meaning set forth in Section 5.1(b).

"Dividend Payment Date" has the meaning set forth in Section 4.1.

"Excluded Issuances" means any issuance or sale (or deemed issuance or sale in accordance with Section 8.5(d)) by the Corporation after the Date of Issuance of Common Shares issued on the conversion of the Class A Preferred Shares.

"5-Year Anniversary Date" means the date on which the Class A Preferred Shares were authorized under the Articles of the Corporation.

"Indebtedness" has the meaning set forth in Section 6.2(d).

"Junior Securities" means, collectively, the Common Shares and any other class of securities that is specifically designated as junior to the Class A Preferred Shares.

"Liquidation" has the meaning set forth in Section 5.1(a).

"Liquidation Value" means, with respect to any Share on any given date, $2.22 (as adjusted for any share splits or consolidations, stock dividends, recapitalizations or similar transactions with respect to the Class A Preferred Shares).

"Options" means any warrants or other rights or options to subscribe for or purchase Common Shares or Convertible Securities.

"Person" means an individual, corporation, body corporate, partnership, joint venture, governmental authority, unincorporated organization, trust, association or other entity.

"Preferred Shares" means the Class A Convertible Preferred Shares.

"Qualified Sale Transaction" has the meaning set forth in Section 8.1(b).

"Sale Transaction" means: (a) the consummation of a merger, amalgamation, arrangement, reorganization or recapitalization or other transaction or series of related transactions resulting in the combination of the Corporation with or into another Person, where the shareholders of the Corporation immediately prior to such transaction or series of related transactions, directly or indirectly do not continue to hold more than a 50% voting interest in the continuing or surviving Person immediately following such transaction or series of related transactions; (b) the sale, lease, exclusive irrevocable license, transfer or other disposition by the Corporation of all or substantially all its assets (including, without limitation, an exclusive irrevocable licensing of all or substantially all of the Corporation's intellectual property), other than a sale, lease, exclusive irrevocable license, transfer or other disposition by the Corporation to a wholly-owned subsidiary of the Corporation; or (c) any issuance, sale or other disposition or series of related issuances, sales or dispositions of shares in the capital of the Corporation by the Corporation or the holders of shares in the capital of the Corporation where the shareholders of the Corporation immediately prior to such transaction or series of related transactions, directly or indirectly, do not continue to hold more than a 50% voting interest in the Corporation immediately following such transaction or series of related transactions

"Share" means a Class A Preferred Share.

"Subsidiary" means, with respect to any Person, any other Person of which a majority of the outstanding shares or other equity interests having the power to vote for directors or comparable governors are owned, directly or indirectly, by the first Person.

"Supermajority Interest" has the meaning set forth in Section 6.2.

Rank. With respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, all Class A Preferred Shares shall rank senior to all Junior Securities.
Dividends.

4.1 Accrual and Payment of Dividends. From and after the Date of Issuance of any Preferred Share, cumulative dividends on such Preferred Share shall accrue, whether or not declared by the Board and whether or not there are funds legally available for the payment of dividends, on a daily basis in arrears at the rate of 6% per annum on the sum of the Liquidation Value thereof plus all unpaid accrued and accumulated dividends thereon. All accrued dividends on any Preferred Share shall be paid in cash only when, as and if declared by the Board out of funds legally available therefor or upon a liquidation or redemption of the Class A Preferred Shares in accordance with the provisions of Section 5 or Section 7; provided that, to the extent not paid on the last day of March, June, September and December of each calendar year (each such date, a "Dividend Payment Date"), all accrued dividends on any Preferred Share shall accumulate and compound on the applicable Dividend Payment Date whether or not declared by the Board and shall remain

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accumulated, compounding dividends until paid pursuant hereto or converted under Section 8. All accrued and accumulated dividends on the Preferred Shares shall be prior and in preference to any dividend on any Junior Securities and shall be fully declared and paid before any dividends are declared and paid, or any other distributions or redemptions are made, on any Junior Securities, other than to: (a) declare or pay any dividend or distribution payable on the Common Shares in shares of Common Shares; or (b) repurchase Common Shares held by employees or consultants of the Corporation upon termination of their employment or services under agreements providing for such repurchase.

4.2 Partial Dividend Payments. Except as otherwise provided herein, if at any time the Corporation pays less than the total amount of dividends then accrued and accumulated with respect to the Class A Preferred Shares, such payment shall be distributed pro rata among the holders thereof based upon the aggregate accrued and accumulated but unpaid dividends on the Class A Shares held by each such holder.

Liquidation.

5.1 Liquidation; Deemed Liquidation.

(a) Liquidation. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation (collectively with a Deemed Liquidation, a "Liquidation"), the holders of Class A Preferred Shares then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its shareholders, before any payment shall be made to the holders of Junior Securities by reason of their ownership thereof, an amount in cash equal to the aggregate Liquidation Value of all Preferred Shares held by such holder, plus all unpaid accrued and accumulated dividends on all such Preferred Shares (whether or not declared);

(b) Deemed Liquidation. The occurrence of a Sale Transaction that reflects a per Common Share sale price based on the Common Shares Deemed Outstanding equal to or less than the Liquidation Value (such event, a "Deemed Liquidation") shall be deemed a Liquidation for purposes of this Section 5. Upon the consummation of any such Deemed Liquidation, the holders of the Class A Preferred Shares shall, in consideration for cancellation of their Class A Preferred Shares, be entitled to the same rights such holders are entitled to under this Section 5 upon the occurrence of a Liquidation, including the right to receive the full preferential payment from the Corporation of the amounts payable with respect to the Class A Preferred Shares under Section 5.1(a). Notwithstanding the foregoing, nothing in this Section 5.1(b) shall limit in any respect the right of any holder of Class A Preferred Shares to elect

4924-8436-2390, v. 2

the benefits of either this Section 5 or Section 8.5(f) in connection with any Sale Transaction.

(c) Deemed Liquidation Procedures. In furtherance of the foregoing, the Corporation shall take such actions as are necessary to give effect to the provisions of Section 5.1(b), including, without limitation, (i) in the case of a Sale Transaction structured as an amalgamation, arrangement or similar reorganization, causing the definitive agreement relating to such transaction to provide for a rate at which the Class A Preferred Shares are converted into or exchanged for cash, new securities or other property, or (ii) in the case of a Sale Transaction structured as an asset sale, as promptly as practicable following such transaction, either dissolving the Corporation and distributing the assets of the Corporation in accordance with applicable law or redeeming all outstanding Class A Preferred Shares and, in the case of both (i) and (ii), giving effect to the preferences and priorities set forth in Section 3 and this Section 5. The Corporation shall promptly provide to the holders of Class A Preferred Shares such information concerning the terms of such Sale Transaction, and the value of the assets of the Corporation as may reasonably be requested by the holders of Class A Preferred Shares. The amount deemed distributed to the holders of Class A Preferred Shares upon any such Sale Transaction in consideration for the Preferred Shares held by such holders shall be the cash or fair market value of the securities or other property distributed to such holders in such Sale Transaction.

5.2 Insufficient Assets. If, upon any Liquidation, the remaining assets of the Corporation available for distribution to its shareholders shall be insufficient to pay the holders of the Class A Preferred Shares the full preferential amount to which they are entitled under Section 5.1, (a) the holders of the Class A Preferred Shares shall share ratably in any distribution of the remaining assets and funds of the Corporation in proportion to the respective full preferential amounts which would otherwise be payable in respect of the Class A Preferred Shares in the aggregate upon such Liquidation (or Deemed Liquidation) if all amounts payable on or with respect to such Class A Preferred Shares were paid in full, and (b) the Corporation shall not make or agree to make any payments to the holders of Junior Securities.

5.3 Notice.

(a) Notice Requirement. In the event of any Liquidation, the Corporation shall, within 10 days of the date the Board approves such action, or no later than 20 days of any meeting of shareholders called to approve such action, or within 20 days of the commencement of any involuntary proceeding, whichever is earlier, give each

4924-8436-2390, v. 2

holder of Class A Preferred Shares written notice of the proposed action. Such written notice shall describe the material terms and conditions of such proposed action, including a description of the shares, cash and property to be received by the holders of Class A Preferred Shares upon consummation of the proposed action and the date of delivery thereof. If any material change in the facts set forth in the initial notice shall occur, the Corporation shall promptly give written notice to each holder of Class A Preferred Shares of such material change.

(b) Notice Waiting Period. The Corporation shall not consummate any voluntary Liquidation (or Deemed Liquidation) of the Corporation before the expiration of 30 days after the mailing of the initial notice or 10 days after the mailing of any subsequent written notice, whichever is later; provided that any such period may be shortened upon the written consent of the holders of all the outstanding Preferred Shares.

6. Voting.

6.1 Voting Generally. Each holder of outstanding Class A Preferred Shares shall be entitled to vote with holders of outstanding Common Shares, voting together as a single class, with respect to any and all matters presented to the shareholders of the Corporation for their action or consideration (whether at a meeting of shareholders of the Corporation, by written resolution of shareholders in lieu of a meeting or otherwise), except as provided by law or by the provisions of Section 6.2. In any such vote, each Class A Preferred Share shall be entitled to a number of votes equal to the product of: (a) the number of Common Shares into which the Class A Preferred Share is convertible under Section 8 as of the record date for such vote or written resolution or, if there is no specified record date, as of the date of such vote or written resolution; and (b) two (2). Each holder of outstanding Class A Preferred Shares shall be entitled to notice of all meetings of shareholders (or requests for written resolutions) in accordance with the Corporation's by-laws.

6.2 Other Special Voting Rights. Without a special resolution of the Class A Preferred Shares (a "Supermajority Interest"), voting separately as a single class with one vote per Class A Preferred Share, in person or by proxy, either in writing without a meeting or at an annual or a special meeting of such holders, and any other applicable shareholder approval requirements required by law, the Corporation shall not take, and shall cause its Subsidiaries not to take or consummate, any of the actions or transactions described in this Section 6.2 (any such action or transaction without such prior written approval being null and void ab initio and of no force or effect) as follows:

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(a) other than issuance of Common Shares on the conversion of the Class A Preferred Shares, create, or authorize the creation of, any additional class or series of shares of the Corporation (or any security convertible into or exercisable for any class or series of shares of the Corporation) or issue or sell, or obligate itself to issue or sell, any securities of the Corporation or any Subsidiary (or any security convertible into or exercisable for any class or series of shares of the Corporation or any Subsidiary), including without limitation any class or series of shares of the Corporation that ranks superior to or in parity with the Class A Preferred Shares in rights, preferences or privileges (including with respect to dividends, liquidation, redemption or voting);

(b) take any action that reclassifies any outstanding shares of the Corporation into shares ranking superior to or in parity with the Class A Preferred Shares in rights, preferences or privileges (including with respect to dividends, liquidation, redemption or voting);

(c) amend, alter, modify or repeal the Articles or the by-laws of the Corporation or amend the articles, by-laws or other constating documents of any Subsidiary;

(d) allow or permit the Corporation and its Subsidiaries to incur, assume, guarantee, or otherwise become liable in respect of any Indebtedness, or allow or permit any Indebtedness to exist or remain outstanding, if, after giving effect to such incurrence or continuation, the aggregate principal amount of all Indebtedness of the Company and its Subsidiaries would exceed $150,000,000.00. For purposes of this Section 6.2, the term "Indebtedness" includes any obligation (whether direct or indirect, contingent or otherwise) that constitutes indebtedness under generally accepted accounting principles or is incurred in respect of borrowed money, guarantees, notes, bonds, debentures, letters of credit, capital leases, or similar financial obligations, but explicitly excluding trade accounts payable and deferred taxes.

(e) increase or decrease the authorized number of directors constituting the Board;

(f) redeem, purchase or otherwise acquire or pay or declare any dividend or other distribution on (or pay into or set aside for a sinking fund for any such purpose) any shares of the Corporation; provided that this restriction shall not apply to (i) the redemption or repurchase of or the payment of dividends on Class A Preferred Shares hereunder, or (ii) the repurchase of Junior Securities held by employees or consultants of the Corporation upon termination of their employment or services under agreements providing for such repurchase;

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(g) make an assignment into bankruptcy, file a notice of intention to file a proposal in bankruptcy under the Bankruptcy and Insolvency Act (Canada) or file a plan of arrangement under the Companies' Creditors Arrangement Act (Canada), dissolve, liquidate or wind up the affairs of the Corporation or any Subsidiary of the Corporation;

(h) effect, or enter into any agreement to effect, a Liquidation or Sale Transaction, or any other consolidation, amalgamation or merger involving the Corporation or any Subsidiary, or any sale, lease, assignment, or transfer of all or substantially all of the assets of the Corporation or any Subsidiary;

(i) enter into a partnership or any arrangement for the sharing of profits, union of interests, joint venture or reciprocal concession agreement with any Person, or enter into any exclusive licensing arrangement with respect to the Corporation's intellectual property;

(j) conduct any business unrelated to the Corporation's business of being a North American transportation company with asset-based trucking operations and logistics brokerages servicing Canada and the United States, providing truckload, dedicated, and cross-border trucking services, logistics, warehousing and distribution to customers (the "Business"), or make any material change to the Business, including, without limitation, the purchase, establishment, or acquisition in any manner of a new material business undertaking;

(k) make, directly or indirectly, loans or advances to, or investment in, or the giving of security for, or the guarantee of the indebtedness of, any Person;

(l) create, directly or indirectly, a Subsidiary of the Corporation;

(m) acquire, or cause a Subsidiary of the Corporation to acquire, in any transaction or series of related transactions, the shares or any material assets of another Person, or enter into any joint venture with any other Person;

(n) sell, transfer, license, lease or otherwise dispose of, in any transaction or series of related transactions, any assets of the Corporation or any Subsidiary (i) outside the ordinary course of business, or (ii) any material assets of the Corporation or any Subsidiary;

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(o) change the auditors of the Corporation or make any material change to the Corporation's accounting methods;

(p) appoint or dismiss any senior officer of the Corporation, or authorize any change to the terms and conditions of employment of any such senior officer;

(q) make payment of any advance, salary, bonus, consulting fee, management fee, incentive compensation or bonus or other payment to, or enter into any agreement, transaction, or arrangement (whether by way of loan, financial assistance or otherwise), with any member of the Corporation’s senior management group;

(r) approve any budgets or business plans of the Corporation;

(s) make any individual capital or operating expenditure in excess of $[100,000.00], other than pursuant to any budget or business plan of the Corporation approved by the Board of Directors and the holders of the Class A Preferred Shares;

(t) establish any employee stock plan or other employee equity or quasi-equity employee compensation plan for one or more employees or group(s) of the employees of the Corporation, or make any amendment or modification thereof; or

(u) make or enter into any commitment or agreement to do any of the foregoing.

Redemption.

7.1 Redemption. At any time and from time to time on or after the 5-Year Anniversary Date, the holders of not less than a Supermajority Interest shall have the right to elect to have, out of funds legally available therefor, all or any portion of the then outstanding Class A Preferred Shares redeemed by the Corporation (a "Class A Redemption") for a price per Class A Preferred Share equal to the Liquidation Value for such Preferred Share, plus all unpaid accrued and accumulated dividends on such Preferred Share (whether or not declared) (the "Class A Redemption Price"). Any such Class A Redemption shall occur not more than 60 days following receipt by the Corporation of a written election notice (the "Class A Election Notice") from the holders of not less than a Supermajority Interest, stating the aggregate number of Class A Preferred Shares to be redeemed. Upon receipt of a Class A Election Notice, all holders of Class A Preferred Shares shall be deemed to have elected to have all, or in the case of an election to redeem less than all of the Class A Preferred Shares, the same pro rata portion of their Preferred Shares redeemed under this Section 7 and such election shall bind all holders of Class A Preferred Shares; provided that, notwithstanding anything to the contrary set out herein, each holder of Class A

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Preferred Shares shall have the right to elect before the Class A Conversion Election Date to give effect to the conversion rights set out in Section 8 instead of giving effect to the provisions set out in this Section 7 with respect to the Class A Preferred Shares held by such holder. In exchange for the surrender to the Corporation by the respective holders of Class A Preferred Shares of their certificate or certificates representing such Preferred Shares in accordance with Section 7.4, the aggregate Class A Redemption Price for all Preferred Shares held by each holder of Preferred Shares shall be payable in cash in immediately available funds to the respective holders of the Class A Preferred Shares on the applicable Class A Redemption Date, and the Corporation shall contribute all of its assets to the payment of the Class A Redemption Price, and to no other corporate purpose, except to the extent prohibited by the Act.

7.2 Redemption Notice. As promptly as practicable, but in no event later than 10 days, following receipt of a Class A Election Notice, the Corporation shall send written notice (the "Class A Redemption Notice") of its receipt of a Class A Election Notice to each registered holder of Class A Preferred Shares. Each Class A Redemption Notice shall state:

(a) the number of Class A Preferred Shares held by the holder that the Corporation shall redeem on the Class A Redemption Date specified in the Class A Redemption Notice;

(b) the date of the closing of the redemption, which under Section 7.1 shall be no later than 60 days following receipt by the Corporation of the Class A Election Notice (the applicable date, the "Class A Redemption Date") and the Class A Redemption Price;

(c) the date upon which the holder's right to convert its Preferred Shares under Section 8 terminates, which date shall be no earlier than 5 days before the Class A Redemption Date (the applicable date, the "Class A Conversion Election Date"); and

(d) the manner and place designated for surrender by the holder to the Corporation of its certificate or certificates representing the Class A Preferred Shares to be redeemed.

7.3 Insufficient Funds; Remedies for Non-Payment.

(a) Insufficient Funds. If on any Class A Redemption Date, the assets of the Corporation legally available are insufficient to pay the full Class A Redemption Price for the total number of Preferred Shares elected to be redeemed under Section

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7.1, the Corporation shall (i) take all appropriate action reasonably within its means to maximize the assets legally available to pay the Class A Redemption Price, (ii) redeem out of all such assets legally available therefor on the applicable Class A Redemption Date the maximum possible number of Preferred Shares that it can redeem on such date, pro rata among the holders of such Preferred Shares to be redeemed in proportion to the aggregate number of Preferred Shares elected to be redeemed by each such holder on the applicable Class A Redemption Date and (iii) following the applicable Class A Redemption Date, at any time and from time to time when additional assets of the Corporation become legally available to redeem the remaining Preferred Shares, the Corporation shall immediately use such assets to pay the remaining balance of the aggregate applicable Class A Redemption Price;

(b) Remedies for Non-Payment. If on any Class A Redemption Date, all of the Preferred Shares elected to be redeemed under a Class A Election Notice are not redeemed in full by the Corporation by paying the entire Class A Redemption Price, until such Preferred Shares are fully redeemed and the aggregate Class A Redemption Price paid in full, (i) all of the unredeemed Preferred Shares shall remain outstanding and continue to have the rights, privileges, restrictions and conditions expressed herein, including the accrual and accumulation of dividends thereon as provided in Section 4, and (ii) further dividends on the portion of the aggregate Class A Redemption Price applicable to the unredeemed Preferred Shares shall accrue daily in arrears at a rate equal to [15] % per annum, compounded quarterly.

7.4 Surrender of Certificates. On or before the Class A Redemption Date, each holder of Class A Preferred Shares not otherwise electing before the Class A Conversion Election Date to convert its Preferred Shares under Section 8 shall surrender the certificate or certificates representing such Preferred Shares to the Corporation, in the manner and place designated in the Class A Redemption Notice, duly assigned or endorsed for transfer to the Corporation (or accompanied by duly executed share transfers relating thereto), or, if the certificate or certificates are lost, stolen or missing, shall deliver a statutory declaration as to loss, in the manner and place designated in the Class A Redemption Notice. Each surrendered certificate shall be cancelled, and the Corporation shall thereafter make payment of the applicable Class A Redemption Price by certified cheque, bank draft or wire transfer to the registered holder of such certificate; provided that, if less than all the Preferred Shares represented by a surrendered certificate are redeemed, then a new share certificate representing the unredeemed Preferred Shares shall be issued in the name of the applicable registered holder of the cancelled share certificate.

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7.5 Rights Subsequent to Redemption. If on the applicable Class A Redemption Date, the Class A Redemption Price is paid (or tendered for payment) for any of the Preferred Shares to be redeemed on such Class A Redemption Date, then on such date all rights of the holder in the Preferred Shares so redeemed and paid or tendered, including any rights to dividends on such Preferred Shares, shall cease, and such Preferred Shares shall no longer be deemed issued and outstanding.

Conversion.

8.1 Right to Convert; Automatic Conversion.

(a) Right to Convert. Subject to the provisions of this Section 8, at any time and from time to time on or after the Date of Issuance, any holder of Class A Preferred Shares shall have the right by written election to the Corporation to convert all or any portion of the outstanding Class A Preferred Shares (including any fraction of a Share) held by such holder along with the aggregate accrued or accumulated and unpaid dividends thereon into an aggregate number of Common Shares (including any fraction of a share) as is determined by (i) multiplying the number of Preferred Shares (including any fraction of a Preferred Share) to be converted by the Liquidation Value thereof, (ii) adding to the result all accrued and accumulated and unpaid dividends on such Preferred Shares to be converted, and then (iii) dividing the result by the Conversion Price in effect immediately before such conversion. The initial conversion price per Preferred Share (the "Conversion Price") shall be the Liquidation Value of such Preferred Share, subject to adjustment as applicable in accordance with Section 8.5.

(b) Forced Conversion. Subject to the provisions of this Section 8, and except as otherwise agreed to in writing by the Corporation and the holders of not less than a Supermajority Interest, in connection with, and on the closing of, a Sale Transaction that reflects a per Common Share sale price based on the Common Shares Deemed Outstanding greater than $2.22 per Common Share (a "Qualified Sale Transaction"), all of the outstanding Class A Preferred Shares (including any fraction of a Class A Preferred Share) held by shareholders shall automatically convert along with the aggregate accrued or accumulated and unpaid dividends thereon into an aggregate number of Common Shares (including any fraction of a Preferred Share) as is determined by (i) multiplying the number of Preferred Shares (including any fraction of a Preferred Share) to be converted by the Liquidation Value thereof, (ii) adding to the result all accrued and accumulated and unpaid dividends on such Preferred Shares to be converted, and then (iii) dividing the result by the applicable Conversion Price then in effect. If a closing of a Qualified Sale

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Transaction occurs, such automatic conversion of all the outstanding Class A Preferred Shares shall be deemed to have been converted into Common Shares as of immediately before such closing.

(c) Procedures for Holder Conversion. To effect a conversion of Class A Preferred Shares under Section 8.1(a), a holder shall (i) submit a written election to the Corporation that such holder elects to convert Preferred Shares, the number of Preferred Shares elected to be converted and (ii) surrender, along with such written election, to the Corporation the certificate or certificates representing the Preferred Shares being converted, duly assigned or endorsed for transfer to the Corporation (or accompanied by duly executed share transfers relating thereto) or, if the certificate or certificates are lost, stolen or missing, accompanied by a statutory declaration as to loss executed by the holder. The conversion of such Preferred Shares hereunder shall be deemed effective as of the date of surrender of such Class A Preferred Share certificate or certificates or delivery of such statutory declaration as to loss. Upon the receipt by the Corporation of a written election and the surrender of such certificate(s) and accompanying materials, the Corporation shall as promptly as practicable (but in any event within 10 days thereafter) deliver to the relevant holder (x) a certificate in such holder's name (or the name of such holder's nominee as stated in the written election) for the number of Common Shares (including any fractional share) to which such holder shall be entitled upon conversion of the applicable Preferred Shares as calculated under Section 8.1(a) and, if applicable (y) a certificate in such holder's name (or the name of such holder's nominee as stated in the written election) for the number of Class A Preferred Shares (including any fractional Preferred Share) represented by the certificate or certificates delivered to the Corporation for conversion but otherwise not elected to be converted under the written election. All shares issued hereunder by the Corporation shall be duly and validly issued, fully paid and non-assessable, free and clear of all taxes, adverse claims, security interests, liens, charges and encumbrances with respect to the issuance thereof.

(d) Procedures for Automatic Conversion. As of the closing of a Qualified Sale Transaction (i) all outstanding Class A Preferred Shares shall be converted to the number of Common Shares calculated under Section 8.1(b) without any further action by the relevant holder of such Preferred Shares or the Corporation, and (ii) each holder of Class A Preferred Shares shall be entitled to receive the cash and property received by the holders of Common Shares based on the number of Conversion Shares held by such holder as calculated under Section 8.1(b).

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(e) Effect of Conversion. All Class A Preferred Shares converted as provided in this Section 8.1 shall no longer be deemed outstanding as of the effective time of the applicable conversion and all rights with respect to such Preferred Shares shall immediately cease and terminate as of such time (including, without limitation, any right of redemption under Section 7), other than the right of the holder thereof to receive Common Shares and payment in lieu of any fraction of a share in exchange therefor.

8.2 Reservation of Shares. The Corporation shall, at all times when any Class A Preferred Shares are outstanding, reserve and keep available out of its authorized but unissued shares, solely for the purpose of issuance upon the conversion of the Class A Preferred Shares, such number of Common Shares issuable upon the conversion of all outstanding Class A Preferred Shares under this Section 8, taking into account any adjustment to such number of shares so issuable in accordance with Section 8.5. The Corporation shall take all such actions as may be necessary to ensure that all Common Shares issuable upon the conversion of all outstanding Class A Preferred Shares under this Section 8, taking into account any adjustment to such number of shares so issuable in accordance with Section 8.5 may be so issued without violation of any applicable law or governmental regulation. The Corporation shall not close its books against the transfer of any of its shares in any manner that would prevent the timely conversion of the Class A Preferred Shares.

8.3 No Charge or Payment. The issuance of certificates for Common Shares upon conversion of Class A Preferred Shares under Section 8.1 shall be made without payment of additional consideration by, or other charge, cost or tax to, the holder in respect thereof.

8.4 Termination of Conversion Rights. If a Class A Election Notice or a Class A Redemption Notice relating to a redemption of any Class A Preferred Shares under Section 7 is issued, the conversion rights described herein of the Preferred Shares designated for redemption shall terminate at the close of business on the applicable Class A Conversion Election Date, unless the Class A Redemption Price is not fully paid on such redemption date, in which case the conversion rights for such Preferred Shares shall continue until such price is paid in full.

8.5 Adjustment to Conversion Price and Number of Conversion Shares. To prevent dilution of the conversion rights granted under this Section 8, the Conversion Price and the number of Conversion Shares issuable on conversion of the Class A Preferred Shares shall be subject to adjustment from time to time as provided in this Section 8.5:

(a) Adjustment to Conversion Price upon Issuance of Common Shares. Except as provided in Section 8.5(c) and except in the case of an event described in either Section 8.5(e) or Section 8.5(f), if the Corporation shall, at any time or from time

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to time after the Date of Issuance, issue or sell, or, in accordance with Section 8.5(d), is deemed to have issued or sold, any Common Shares without consideration or for consideration per share less than the Conversion Price in effect immediately before such issuance or sale (or deemed issuance or sale), then, immediately upon such issuance or sale (or deemed issuance or sale), the Conversion Price in effect immediately before such issuance or sale (or deemed issuance or sale) shall be reduced (and in no event increased) to a Conversion Price equal to the quotient obtained by dividing:

(i) the sum of (A) the product obtained by multiplying the Common Shares Deemed Outstanding immediately before such issuance or sale (or deemed issuance or sale) by the Conversion Price then in effect plus (B) the aggregate consideration, if any, received by the Corporation upon such issuance or sale (or deemed issuance or sale); by

(ii) the sum of (A) the Common Shares Deemed Outstanding immediately before such issuance or sale (or deemed issuance or sale) plus (B) the aggregate number of Common Shares issued or sold (or deemed issued or sold) by the Corporation in such issuance or sale (or deemed issuance or sale).

Whenever following the Date of Issuance, the Corporation shall issue or sell, or, in accordance with Section 8.5(d), is deemed to have issued or sold, any Common Shares, the Corporation shall prepare a certificate signed by an executive officer setting forth, in reasonable detail, the number of shares issued or sold, or deemed issued or sold, the amount and the form of the consideration received by the Corporation and the method of computation of such amount and shall cause copies of such certificate to be mailed to the registered holders of Class A Preferred Shares at the address specified for such holder in the books and records of the Corporation (or at such other address as may be provided to the Corporation in writing by such holder).

(b) Adjustment to Number of Conversion Shares upon Adjustment to Conversion Price. Upon any and each adjustment of the Conversion Price as provided in Section 8.5(a), the number of Conversion Shares issuable upon the conversion of the Class A Preferred Shares immediately before any such adjustment shall be increased to a number of Conversion Shares equal to the quotient obtained by dividing:

(i) the product of (A) the Conversion Price in effect immediately before any such adjustment multiplied by (B) the number of Conversion Shares issuable upon conversion of the Class A Preferred Shares immediately before any such adjustment; by

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(ii) the Conversion Price resulting from such adjustment.

(c) Exceptions to Adjustment upon Issuance of Common Shares. Anything herein to the contrary notwithstanding, there shall be no adjustment to the Conversion Price or the number of Conversion Shares issuable upon conversion of the Class A Preferred Shares with respect to any Excluded Issuance.

(d) Effect of Certain Events on Adjustment to Conversion Price. For purposes of determining the adjusted Conversion Price under Section 8.5(a), the following shall be applicable:

(i) Issuance of Options. If the Corporation shall, at any time or from time to time after the Date of Issuance, in any manner grant or sell (whether directly or by assumption in an amalgamation or otherwise) any Options, whether or not such Options or the right to convert or exchange any Convertible Securities issuable upon the exercise of such Options are immediately exercisable, and the price per share (determined as provided in this Section 8.5(d)(i) and in Section 8.5(d)(ii)) for which Common Shares are issuable upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon the exercise of such Options is less than the Conversion Price in effect immediately before the time of the granting or sale of such Options, then the total maximum number of Common Share issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued as of the date of granting or sale of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Conversion Price under Section 8.5(a)), at a price per share equal to the quotient obtained by dividing (A) the sum (which sum shall constitute the applicable consideration received for purposes of Section 8.5(a)) of: (x) the total amount, if any, received or receivable by the Corporation as consideration for the granting or sale of all such Options; (y) the minimum aggregate amount of additional consideration payable to the Corporation upon the exercise of all such Options; and (z), in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the issuance or sale of all such Convertible Securities and the conversion or exchange of all such Convertible Securities, by (B) the total maximum number of Common Shares issuable upon the exercise of all such Options

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or upon the conversion or exchange of all Convertible Securities issuable upon the exercise of all such Options. Except as otherwise provided in Section 8.5(d)(iii), no further adjustment of the Conversion Price shall be made upon the actual issuance of Common Shares or of Convertible Securities upon exercise of such Options or upon the actual issuance of Common Shares upon conversion or exchange of Convertible Securities issuable upon exercise of such Options.

(ii) Issuance of Convertible Securities. If the Corporation shall, at any time or from time to time after the Date of Issuance, in any manner grant or sell (whether directly or by assumption in an amalgamation or otherwise) any Convertible Securities, whether or not the right to convert or exchange any such Convertible Securities is immediately exercisable, and the price per share (determined as provided in this Section 8.5(d)(ii) and in Section 8.5(d)(i) and) for which Common Shares are issuable upon the conversion or exchange of such Convertible Securities is less than the Conversion Price in effect immediately before the time of the granting or sale of such Convertible Securities, then the total maximum number of Common Shares issuable upon conversion or exchange of the total maximum amount of such Convertible Securities shall be deemed to have been issued as of the date of granting or sale of such Convertible Securities (and thereafter shall be deemed to be outstanding for purposes of adjusting the Conversion Price under Section 8.5(a)), at a price per share equal to the quotient obtained by dividing (A) the sum (which sum shall constitute the applicable consideration received for purposes of Section 8.5(a)) of (x) the total amount, if any, received or receivable by the Corporation as consideration for the granting or sale of such Convertible Securities, plus (y) the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the conversion or exchange of all such Convertible Securities, by (B) the total maximum number of Common Shares issuable upon the conversion or exchange of all such Convertible Securities. Except as otherwise provided in Section 8.5(d)(iii), (A) no further adjustment of the Conversion Price shall be made upon the actual issuance of Common Shares upon conversion or exchange of such Convertible Securities and (B) no further adjustment of the Conversion Price shall be made by reason of the issue or sale of Convertible Securities upon exercise of any Options to purchase any such Convertible Securities for which adjustments of the Conversion Price have been made under the other provisions of this Section 8.5(d).

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(iii) Change in Terms of Options or Convertible Securities. Upon any change in any of (A) the total amount received or receivable by the Corporation as consideration for the granting or sale of any Options or Convertible Securities referred to in Section 8.5(d)(i) or Section 8.5(d)(ii), (B) the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the exercise of any Options or upon the issuance, conversion or exchange of any Convertible Securities referred to in Section 8.5(d)(i) or Section 8.5(d)(ii), (C) the rate at which Convertible Securities referred to in Section 8.5(d)(i) or Section 8.5(d)(ii) are convertible into or exchangeable for Common Shares, or (D) the maximum number of Common Shares issuable in connection with any Options referred to in Section 8.5(d)(i) or any Convertible Securities referred to in Section 8.5)(ii) (in each case, other than in connection with an Excluded Issuance), then (whether or not the original issuance or sale of such Options or Convertible Securities resulted in an adjustment to the Conversion Price under this Section 8.5), the Conversion Price in effect at the time of such change shall be adjusted or readjusted, as applicable, to the Conversion Price that would have been in effect at such time under the provisions of this Section 8.5 had such Options or Convertible Securities still outstanding provided for such changed consideration, conversion rate or maximum number of shares, as the case may be, at the time initially granted, issued or sold, but only if as a result of such adjustment or readjustment the Conversion Price then in effect is reduced, and the number of Conversion Shares issuable upon the conversion of the Class A Preferred Shares immediately before any such adjustment or readjustment shall be correspondingly adjusted or readjusted under the provisions of Section 8.5(b).

(iv) Treatment of Expired or Terminated Options or Convertible Securities. Upon the expiration or termination of any unexercised Option (or portion thereof) or any unconverted or unexchanged Convertible Security (or portion thereof) for which any adjustment (either upon its original issuance or upon a revision of its terms) was made under this Section 8.5 (including, without limitation, upon the redemption or purchase for consideration of all or any portion of such Option or Convertible Security by the Corporation), the Conversion Price then in effect hereunder shall forthwith be changed under the provisions of this Section 8.5 to the Conversion Price that would have been in effect at the time of such expiration or termination had such unexercised Option (or portion thereof) or unconverted or unexchanged Convertible Security (or portion thereof),

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to the extent outstanding immediately before such expiration or termination, never been issued.

(v) Calculation of Consideration Received. If the Corporation shall, at any time or from time to time after the Date of Issuance, issue or sell, or is deemed to have issued or sold in accordance with Section 8.5(d), any Common Shares, Options or Convertible Securities: (A) for cash, the consideration received therefor shall be deemed to be the net amount received by the Corporation therefor; (B) for consideration other than cash, the amount of the consideration other than cash received by the Corporation shall be the fair value of such consideration, except where such consideration consists of marketable securities, in which case the amount of consideration received by the Corporation shall be the market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; or (C) for no specifically allocated consideration in connection with an issuance or sale of other securities of the Corporation, together comprising one integrated transaction, the amount of the consideration therefor shall be deemed to be the fair value of such portion of the aggregate consideration received by the Corporation in such transaction as is attributable to such Common Shares, Options or Convertible Securities, as the case may be, issued in such transaction. The net amount of any cash consideration and the fair value of any consideration other than cash or marketable securities shall be determined in good faith jointly by the Board and a Supermajority Interest.

(vi) Record Date. For purposes of any adjustment to the Conversion Price or the number of Conversion Shares in accordance with this Section 8.5, in case the Corporation shall take a record of the holders of its Common Shares for the purpose of entitling them (A) to receive a dividend or other distribution payable in Common Shares, Options or Convertible Securities or (B) to subscribe for or purchase Common Shares, Options or Convertible Securities, then such record date shall be deemed to be the date of the issue or sale of the Common Shares deemed to have been issued or sold upon the declaration of such dividend, the making of such other distribution or the date of the granting of such right of subscription or purchase, as the case may be.

(vii) Unissued Shares. The number of Common Shares outstanding at any given time shall not include shares owned or held by or for the account of the

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Corporation, and the disposition of any such shares (other than the cancellation or retirement thereof or the transfer of such shares among the Corporation) shall be considered an issue or sale of Common Shares for the purpose of this Section 8.5.

(e) Adjustment to Conversion Price and Conversion Shares upon Dividend, Subdivision or Combination of Common Shares. If the Corporation shall, at any time or from time to time after the Date of Issuance, (i) pay a dividend or make any other distribution upon the Common Shares or any other shares of the Corporation payable in additional Common Shares or in Options or Convertible Securities, or (ii) subdivide (by any share split, recapitalization or otherwise) its outstanding Common Shares into a greater number of shares, the Conversion Price in effect immediately before any such dividend, distribution or subdivision shall be proportionately reduced and the number of Conversion Shares issuable upon conversion of the Class A Preferred Shares shall be proportionately increased. If the Corporation at any time consolidates (by consolidation, reverse share split or otherwise) its outstanding Common Shares into a smaller number of shares, the Conversion Price in effect immediately before such consolidation shall be proportionately increased and the number of Conversion Shares issuable upon conversion of the Class A Preferred Shares shall be proportionately decreased. Any adjustment under this Section 8.5(e) shall become effective at the close of business on the date the dividend, distribution, subdivision or consolidation becomes effective.

(f) Adjustment to Conversion Price and Conversion Shares upon Amalgamation, Arrangement, Reorganization or Recapitalization. If any (i) capital reorganization of the Corporation, (ii) reclassification of the shares of the Corporation (other than a change as a result of a stock dividend, subdivision or consolidation of shares), (iii) amalgamation or arrangement of the Corporation with or into another Person, (iv) sale of all or substantially all of the Corporation's assets to another Person or (v) other similar transaction (other than any such transaction covered by Section 8.5(e)), in each case which entitles the holders of Common Shares to receive (either directly or upon subsequent liquidation) shares, securities or assets with respect to or in exchange for Common Shares, each Class A Preferred Share shall, immediately after such reorganization, reclassification, amalgamation, arrangement, sale or similar transaction, remain outstanding and shall thereafter, in lieu of or in addition to (as the case may be) the number of Conversion Shares then convertible for such Preferred Share, be exercisable for the kind and number of shares or other securities or assets of the Corporation or of the successor Person resulting from such transaction to which such Preferred Share would have been

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entitled upon such reorganization, reclassification, amalgamation, arrangement, sale or similar transaction if the Preferred Share had been converted in full immediately before the time of such reorganization, reclassification, amalgamation, arrangement, sale or similar transaction and acquired the applicable number of Conversion Shares then issuable hereunder as a result of such conversion (without taking into account any limitations or restrictions on the convertibility of such Preferred Share, if any); and, in such case, appropriate adjustment (in form and substance satisfactory to the holder of such Preferred Share) shall be made with respect to such holder's rights under these Articles to ensure that the provisions of this Section 8 shall thereafter be applicable, as nearly as possible, to the Class A Preferred Shares in relation to any shares or other securities or assets thereafter acquirable upon conversion of Class A Preferred Shares (including, in the case of any sale or similar transaction in which the purchasing Person is other than the Corporation, an immediate adjustment in the Conversion Price to the value per Common Share reflected by the terms of such sale or similar transaction, and a corresponding immediate adjustment to the number of Conversion Shares that would be acquired upon conversion of the Class A Preferred Shares without regard to any limitations or restrictions on conversion, if the value so reflected is less than the Conversion Price in effect immediately before such sale or similar transaction). The provisions of this Section 8.5(f) shall similarly apply to successive reorganizations, reclassifications, amalgamations, arrangements, sales or similar transactions. The Corporation shall not effect any such sale or similar transaction unless, before the consummation thereof, the successor Person (if other than the Corporation) resulting from such sale or similar transaction, shall assume, by written instrument substantially similar in form and substance to these Articles (in form and substance satisfactory to the holder of such Share), the obligation to deliver to the holders of Class A Preferred Shares such shares, other securities or assets that, in accordance with the foregoing provisions, such holders shall be entitled to receive upon conversion of the Class A Preferred Shares. Notwithstanding anything to the contrary contained herein, with respect to any corporate event or other transaction contemplated by the provisions of this Section 8.5(f), each holder of Class A Preferred Shares shall have the right to elect before the consummation of such event or transaction, to give effect to the provisions of Section 5.1(b) (if applicable to such event or transaction), Section 7.1 or other provisions of this Section 8, instead of giving effect to the provisions contained in this Section 8.5(f) with respect to such holder's Class A Preferred Shares.

(g) Certain Events. If any event of the type contemplated by the provisions of this Section 8.5 but not expressly provided for by such provisions (including, without limitation, the granting of share appreciation rights, phantom share rights or other

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rights with equity features) occurs, then the Board shall make an appropriate adjustment in the Conversion Price and the number of Conversion Shares issuable upon conversion of Class A Preferred Shares so as to protect the rights of the holders of such Preferred Shares in a manner consistent with the provisions of this Section 8; provided that no such adjustment under this Section 8.5 shall increase the Conversion Price or decrease the number of Conversion Shares issuable as otherwise determined under this Section 8.

(h) Certificate as to Adjustment.

(i) As promptly as reasonably practicable following any adjustment of the Conversion Price, but in any event not later than 10 days thereafter, the Corporation shall furnish to each registered holder of Class A Preferred Shares at the address specified for such holder in the books and records of the Corporation (or at such other address as may be provided to the Corporation in writing by such holder) a certificate of an executive officer setting forth in reasonable detail such adjustment and the facts upon which it is based and certifying the calculation thereof.

(ii) As promptly as reasonably practicable following the receipt by the Corporation of a written request by any registered holder of Class A Preferred Shares, but in any event not later than 10 days thereafter, the Corporation shall furnish to such holder a certificate of an executive officer certifying the Conversion Price then in effect and the number of Conversion Shares or the amount, if any, of other shares, securities or assets then issuable to such holder upon conversion of the Class A Preferred Shares held by such holder.

(i) Notices. In the event:

(i) that the Corporation shall take a record of the holders of its Common Shares (or other shares or securities at the time issuable upon conversion of the Class A Preferred Shares) for the purpose of entitling or enabling them to receive any dividend or other distribution, to vote at a meeting (or by resolution in writing), to receive any right to subscribe for or purchase any shares of any class or series or any other securities, or to receive any other security;

(ii) of any capital reorganization of the Corporation, any reclassification of the Common Shares, any amalgamation or arrangement of the Corporation with

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or into another Person, or sale of all or substantially all of the Corporation's assets to another Person; or

(iii) of the voluntary or involuntary dissolution, liquidation or winding-up of the Corporation;

then, and in each such case, the Corporation shall send or cause to be sent to each registered holder of Class A Preferred Shares at the address specified for such holder in the books and records of the Corporation (or at such other address as may be provided to the Corporation in writing by such holder) at least 10 days before the applicable record date or the applicable expected effective date, as the case may be, for the event, a written notice specifying, as the case may be, (A) the record date for such dividend, distribution, meeting or approval or other right or event, and a description of such dividend, distribution or other right or action to be taken at such meeting or by resolution in writing, or (B) the effective date on which such reorganization, reclassification, amalgamation, arrangement, sale, dissolution, liquidation or winding-up is proposed to take place, and the date, if any is to be fixed, as of which the books of the Corporation shall close or a record shall be taken with respect to which the registered holders of Common Shares (or such other shares or securities at the time issuable upon conversion of the Class A Preferred Shares) shall be entitled to exchange their Common Shares (or such other shares or securities) for securities or other property deliverable upon such reorganization, reclassification, amalgamation, arrangement, sale, dissolution, liquidation or winding-up, and the amount per share and character of such exchange applicable to the Class A Preferred Shares and the Conversion Shares.

Cancellation of Class A Preferred Shares. Any Class A Preferred Shares redeemed, converted or otherwise acquired by the Corporation shall be cancelled and retired as authorized and issued shares of the Corporation and no such Shares shall thereafter be reissued, sold or transferred.
Notices. Except as otherwise provided herein, all notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent (x) to the Corporation, at its principal executive offices and (y) to any shareholder, at such holder's address at it appears in the securities register of the Corporation (or at such other address for a shareholder as shall be specified in a notice given in accordance with this Section 10).
Amendment and Waiver. No provision of these Articles may be amended, modified or waived except by an instrument in writing executed by the Corporation and a Supermajority Interest, and any such written amendment, modification or waiver will be binding upon the

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Corporation and each holder of Class A Preferred Shares; provided that no amendment, modification or waiver of the terms or relative priorities of the Class A Preferred Shares may be accomplished by the amalgamation, arrangement or other transaction of the Corporation with another corporation or entity unless the Corporation has obtained the prior written consent of the holders of Class A Preferred Shares in accordance with this Section 11.

(II) COMMON SHARES

(a) Dividend Rights

Subject to the restrictions set out in section III hereof and the prior rights of the holders of the Class A preferred shares, if in any year, there shall remain any profits or surplus available for dividends, the directors may exercise their discretion in providing for the payment or non-payment of non-cumulative dividends at such rates as may be determined in each year in the discretion of the directors.

(b) Rights Arising on Liquidation

In the event of the liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, subject to the prior rights of the holders of the Class A preferred shares, the holders of the common shares shall be entitled on a pro rata basis to receive the remaining property or assets of the Corporation.

(c) Voting Rights

Subject to the provisions of the Canada Business Corporations Act, the holders of the common shares shall be entitled to vote at all meetings of the shareholders of the Corporation and shall be entitled to one (1) vote for each common share held by them. Further, the holders of the common shares shall be entitled to notice of meetings of the shareholders called for the purpose of authorizing the dissolution of the Corporation or the sale, lease or exchange of all or substantially all of the property of the Corporation other than in the ordinary course of business with a 12-day notice period for such meetings and any other purposes that require notice to be sent to the holders of the common shares.

(III) PROVISIONS WITH RESPECT TO PAYMENT OF DIVIDENDS, SHARE REDEMPTIONS AND PURCHASES FOR CANCELLATION AND RETURN OF CAPITAL

(a) Dividends may be declared as payable in each year on any class of shares to the exclusion of any other classes of shares; and furthermore, any such dividends may be in one form or another on one class of shares and different from the form of dividends, if any, on any other classes of shares;

(b) No dividends or returns of capital shall be declared on any shares of the Corporation to the

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extent that the declaration and payment of such dividends or returns of capital would result in the Corporation having insufficient net assets to enable it at such time to redeem any outstanding Class A preferred shares at the Class A Redemption Amount together with all non-cumulative dividends, declared thereon and remaining unpaid; and

(c) The Corporation shall not, if it should otherwise be so authorized at any time, purchase for cancellation any common shares of the Corporation to the extent that the purchase for cancellation of such common shares would result in the Corporation having insufficient net assets at such time to enable it to redeem any outstanding Class A preferred shares at the Class A Redemption Amount together with all non-cumulative dividends, declared thereon and remaining unpaid.

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Electronically issued / Déluré par voie électronique : 18-Mar-2026
Superior Court of justice - Toronto - Commercial List / Cour supérieure de justice

Court File No./N° du dossier du greffe: CL-26-00000029-0000

Court File No. CL-26-00000029-0000

ONTARIO

SUPERIOR COURT OF JUSTICE
COMMERCIAL LIST

THE HONOURABLE MR.
JUSTICE BLACK

WEDNESDAY, THE 18TH
DAY OF MARCH, 2026

IN THE MATTER OF an application under section 192 of the Canada Business Corporations Act, R.S.C. 1985, c. C-44, as amended;

AND IN THE MATTER OF Rule 14.05(2) of the Rules of Civil Procedure

AND IN THE MATTER OF a proposed arrangement of Titanium Transportation Group Inc.

FINAL ORDER

THIS APPLICATION made by the Applicant, Titanium Transportation Group Inc. ("Titanium"), pursuant to section 192 of the Canada Business Corporations Act, R.S.C. 1985, c. C-44, as amended, (the "CBCA") was heard this day at 330 University Avenue, Toronto, Ontario.

ON READING the Notice of Application issued on January 27, 2026, the affidavit of William Chyfetz sworn February 2, 2026, (the "Chyfetz Affidavit"), the supplementary affidavit of William Chyfetz sworn March 13, 2026, together with the exhibits thereto, and the Interim Order dated February 4, 2026, and on hearing the submissions of counsel for Titanium and counsel for TTNM Management Acquisition Limited (the "Purchaser") and Trunkeast Investments Canada Limited (the "Parent") and on being advised that the Director appointed

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under the CBCA (the “Director”) does not consider it necessary to appear, no-one appearing for any other person, including any shareholder of Titanium, and having determined that the Arrangement, as described in the Plan of Arrangement attached as Schedule “A” to this order is an arrangement for the purposes of section 192 of the CBCA and is fair and reasonable in accordance with the requirements of that section.

THIS COURT ORDERS that the Arrangement, as described in the Plan of Arrangement attached as Schedule "A" to this order, shall be and is hereby approved.
THIS COURT ORDERS that Titanium shall be entitled to seek leave to vary this order upon such terms upon giving such notice as this court may direct, to seek the advice and directions of this court as to the implementation of this order, and to apply for such further order or orders as may be appropriate.

Justice W.D. Black

Final Order (Final Version)(91591744.2).docx

SCHEDULE "A"

PLAN OF ARRANGEMENT

UNDER SECTION 192
OF THE CANADA BUSINESS CORPORATIONS ACT

ARTICLE1
INTERPRETATION

1.1 Definitions.

Unless indicated otherwise, where used in this Plan of Arrangement, capitalized terms used but not defined shall have the meanings specified in the Arrangement Agreement and the following terms shall have the following meanings (and grammatical variations of such terms shall have corresponding meanings):

"Amalco" has the meaning specified in Section 2.3.5.

"Amalco Preferred Shares" means the preferred shares without par value in the capital of Amalco.

"Amalco Common Shares" means the common shares without par value in the capital of Amalco.

"Amalco USA" has the meaning specified in Section 2.3.5(l).

"Amalgamation" has the meaning specified in Section 2.3.5.

"Arrangement" means the arrangement under Section 192 of the CBCA in accordance with the terms and subject to the conditions set out in this Plan of Arrangement, subject to any amendments or variations to this Plan of Arrangement made in accordance with the terms of the Arrangement Agreement and Section 5.1 of this Plan of Arrangement, in accordance with the terms of the Interim Order (once issued), or made at the direction of the Court in the Final Order with the prior written consent of the Corporation and the Purchaser, each acting reasonably.

"Arrangement Agreement" means the arrangement agreement dated January 14, 2026, between the Purchaser, the Parent and the Corporation (including the schedules thereto), as it may be amended, modified or supplemented from time to time in accordance with its terms.

"Arrangement Resolution" means the special resolution approving this Plan of Arrangement to be considered at the Meeting, substantially in the form of Schedule B to the Arrangement Agreement.

"Articles of Arrangement" means the articles of arrangement of the Corporation in respect of the Arrangement, required by the CBCA to be sent to the Director after the Final Order is made, which shall include this Plan of Arrangement and otherwise be in a form and content satisfactory to the Corporation and the Purchaser, each acting reasonably.

"Business Day" means any day of the year, other than a Saturday, Sunday or any day on which major banks are closed for business in Toronto, Ontario.

"Certificate of Arrangement" means the certificate of arrangement to be issued by the Director pursuant to subsection 192(7) of the CBCA in respect of the Articles of Arrangement.

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"Circular" means the notice of the Meeting and accompanying management information circular, including all schedules, appendices and exhibits thereto, to be sent to the Shareholders and other Persons as required by the Interim Order and Law in connection with the Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of the Arrangement Agreement.

"Consideration" means $2.22 in cash per Share, without interest to be received by the Shareholders (other than the Rollover Shareholders in respect of their Rollover Shares) pursuant to this Plan of Arrangement.

"Corporation" means Titanium Transportation Group Inc.

"Corporation Options" means any outstanding options to purchase Shares pursuant to the Incentive Plan or otherwise.

"Court" means the Ontario Superior Court of Justice (Commercial List) in the City of Toronto.

"Depository" means TSX Trust Company, in its capacity as depositary for the Arrangement, or such other Person as the Corporation and the Purchaser agree to engage as depositary for the Arrangement.

"Director" means the Director appointed pursuant to Section 260 of the CBCA.

"Dissent Rights" has the meaning specified in Section 3.1.

"Dissenting Holder" means a registered holder of Shares as of the record date of the Meeting who: (i) has validly exercised its Dissent Rights in strict compliance with the Dissent Rights, (ii) has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights and (iii) is ultimately entitled to be paid the fair value for his, her or its Shares, but only in respect of the Shares in respect of which Dissent Rights are validly exercised by such holder.

"Effective Date" means the date shown on the Certificate of Arrangement giving effect to the Arrangement.

"Effective Time" means 12:01 a.m. (Toronto time) on the Effective Date, or such other time as the Parties agree to in writing before the Effective Date.

"Eligible Holder" means "a Shareholder (other than a Shareholder who validly exercises Dissent Rights) who is (a) a Person (other than a partnership or a Tax-Exempt Person) that is a resident of Canada for the purposes of the Tax Act, or (b) a partnership any member of which is a resident of Canada for the purposes of the Tax Act (other than a Tax-Exempt Person).

"Final Order" means the final order of the Court under Section 192 of the CBCA in a form acceptable to the Corporation and the Purchaser, each acting reasonably, as contemplated by Section 2.5 of the Arrangement Agreement, approving the Arrangement, as such order may be amended by the Court (with the consent of both the Corporation and the Purchaser, each acting reasonably) at any time prior to the Effective Date or, if appealed, then unless such appeal is withdrawn, abandoned or denied, as affirmed or as amended (with the consent of both the Corporation and the Purchaser, each acting reasonably) on appeal.

"Incentive Plan" means the employee stock option plan of the Corporation currently in effect as it may be amended, modified or supplemented from time to time in accordance with its terms.

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"Interim Order" means the interim order of the Court under Section 192 of the CBCA in a form acceptable to the Corporation and the Purchaser, each acting reasonably, as contemplated by Section 2.2 of the Arrangement Agreement, providing for, among other things, the calling and holding of the Meeting, as such order may be amended by the Court with the consent of the Corporation and the Purchaser, each acting reasonably.

"Letter of Transmittal" means the letter of transmittal sent to Shareholders for use in connection with the Arrangement.

"Option Agreement" means an agreement evidencing the terms of any Corporation Option.

"Parent" means Trunkeast Investments Canada Limited.

"Parties" means the Purchaser, the Parent and the Corporation and "Party" means any one of them.

"Person" includes any individual, partnership, association, body corporate, organization, trust, estate, trustee, executor, administrator, legal representative, government (including Governmental Entity), syndicate or other entity, whether or not having legal status.

"Plan of Arrangement" means this plan of arrangement proposed under Section 192 of the CBCA, and any amendments or variations made in accordance with the terms of the Arrangement Agreement and Section 5.1 of this Plan of Arrangement, in accordance with the terms of the Interim Order (once issued), or made at the direction of the Court in the Final Order with the prior written consent of the Corporation and the Purchaser, each acting reasonably.

"Purchaser" means TTNM Management Acquisition Limited.

"Purchaser Preferred Shares" means the preferred shares in the capital of the Purchaser.

"Purchaser Common Shares" means the common shares in the capital of the Purchaser.

"Purchaser USA" means the unanimous shareholders agreement of the Purchaser in respect of all of the issued and outstanding shares of the Purchaser.

"Rollover Shareholders" means the certain shareholders of the Corporation described in Schedule E of the Arrangement Agreement.

"Rollover Shares" means the Shares owned directly or indirectly by the Rollover Shareholders as described in Schedule E of the Arrangement Agreement.

"Securityholders" means, collectively, the Shareholders and the holders of Corporation Options.

"Section 85 Election" has the meaning specified in Section 2.5.

"Shareholders" means the registered and/or beneficial holders of Shares.

"Shares" means the common shares of the Corporation.

"Tax Act" means the Income Tax Act (Canada).

"Tax-Exempt Person" means a Person who is exempt from Taxes under Part I of the Tax Act.

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1.2 Certain Rules of Interpretation.

In this Plan of Arrangement, unless otherwise specified:

1.2.1 Headings, etc. The division of this Plan of Arrangement into Articles and Sections and the insertion of headings are for convenient reference only and do not affect the construction or interpretation of this Plan of Arrangement.

1.2.2 Currency. All references to dollars or to $ are references to Canadian dollars.

1.2.3 Gender and Number. Any reference to gender includes all genders. Words importing the singular number also include the plural and vice versa.

1.2.4 Certain Phrases and References, etc. The words "including," "includes" and "include" mean "including (or includes or include) without limitation," and "the aggregate of," "the total of," "the sum of," or a phrase of similar meaning means "the aggregate (or total or sum), without duplication, of." Unless stated otherwise, "Article" and "Section" followed by a number or letter mean and refer to the specified Article or Section of this Plan of Arrangement. The terms "Plan of Arrangement," "hereof," "herein" and similar expressions refer to this Plan of Arrangement (as it may be amended, modified or supplemented from time to time) and not to any particular article, section or other portion hereof and include any instrument supplementary or ancillary hereto.

1.2.5 Statutes. Any reference to a statute refers to such statute and all rules and regulations made under it, as it or they may have been or may from time to time be amended or re-enacted, unless stated otherwise.

1.2.6 Computation of Time. For purposes of this Plan of Arrangement, a period of time is to be computed as beginning on the day following the event that began the period and ending at 5:00 p.m. on the last day of the period, if the last day of the period is a Business Day, or at 5:00 p.m. on the next Business Day if the last day of the period is not a Business Day. If the date on which any action is required or permitted to be taken under this Plan of Arrangement by a Person is not a Business Day, such action shall be required or permitted to be taken on the next succeeding day which is a Business Day.

1.2.7 Time References. References to time herein or in any Letter of Transmittal are to local time, Toronto, Ontario.

ARTICLE 2
THE ARRANGEMENT

2.1 Arrangement.

This Plan of Arrangement constitutes an arrangement under Section 192 of the CBCA and is made pursuant to, and is subject to the provisions of, the Arrangement Agreement, except in respect of the sequence of the steps comprising the Arrangement, which shall occur in the order set forth herein. If there are any inconsistencies or conflict between this Plan of Arrangement and the Arrangement Agreement, the terms of this Plan of Arrangement shall govern.

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2.2 Binding Effect.

This Plan of Arrangement and the Arrangement, upon the filing of the Articles of Arrangement and the issuance of the Certificate of Arrangement, will become effective, and be binding on the Corporation, the Purchaser, the Parent, all Securityholders (including Dissenting Holders and Rollover Shareholders), any agent or transfer agent therefor, the Depositary and all other Persons at and after the Effective Time, without any further act or formality required on the part of any Person, except as expressly provided in this Plan of Arrangement.

2.3 Arrangement.

Pursuant to the Arrangement, each of the following events shall occur and shall be deemed to occur sequentially as set out below without any further authorization, act or formality, in each case, unless stated otherwise, effective as at one (1) minute intervals starting at the Effective Time:

2.3.1

each Corporation Option, whether vested or unvested, that is outstanding immediately prior to the Effective Time, notwithstanding the terms of the Incentive Plan or any applicable Option Agreement in relation thereto, shall be, without any further action by or on behalf of the holder of such Corporation Option, surrendered by the holder thereof to the Corporation in exchange for, subject to Section 4.3, a cash payment (without interest) from the Corporation equal to the amount (if any) by which the Consideration exceeds the exercise price of such Corporation Option, multiplied by the number of Shares subject to such Corporation Options, and each such Corporation Option shall immediately be cancelled and terminated and, where such amount is zero or negative for any such Corporation Option, such Corporation Option shall be cancelled without any consideration and, with respect to each Corporation Option that is surrendered pursuant to this Section 2.3.1, as of the effective time of such surrender: (A) the holder thereof shall cease to be the holder of such Corporation Option, (B) the holder thereof shall cease to have any rights as a holder in respect of such Corporation Option, or under the Incentive Plan or Option Agreement, other than the right to receive the consideration, if any, to which such holder is entitled pursuant to this Section 2.3.1, (C) such holder's name shall be removed from the applicable register, and (D) all agreements, grants and similar instruments, including the Incentive Plan, relating thereto shall be cancelled and terminated;

2.3.2

simultaneously with Section 2.3.3 and Section 2.3.4, each outstanding Share held by a Dissenting Holder in respect of which Dissent Rights have been validly exercised shall be deemed to have been transferred without any further act or formality by the holder thereof to the Purchaser (free and clear of all Liens) in consideration for a debt claim against the Purchaser for the amount determined under ARTICLE3; and:

(a) such Dissenting Holder shall cease to have any rights as a Shareholder other than the right to be paid the fair value of its Shares by the Purchaser in accordance with ARTICLE3;

(b) the name of such holder shall be removed from the register of holders of Shares maintained by or on behalf of the Corporation; and

(c) the Purchaser shall be recorded on the register of holders of Shares maintained by or on behalf of the Corporation as the holder of the Shares so transferred and shall be deemed to be the legal and beneficial owner thereof (free and clear of all Liens);

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2.3.3 simultaneously with Section 2.3.2 and Section 2.3.4, each outstanding Share (other than (i) Shares held by any Dissenting Holder who has validly exercised such holder's Dissent Rights, and (ii) the Shares held by the Rollover Shareholders) shall be transferred without any further act or formality by the holder thereof to the Purchaser (free and clear of all Liens) in exchange for the Consideration, subject to Section 4.3, and:

(a) the holder of such Share shall cease to have any rights as a holder of Shares other than the right to be paid the Consideration in accordance with this Plan of Arrangement;

(b) the name of such holder shall be removed from the register of holders of Shares maintained by or on behalf of the Corporation; and

2.3.4 simultaneously with Section 2.3.2 and Section 2.3.3, each outstanding Rollover Share held by a Rollover Shareholder shall be transferred without any further act or formality by the holder thereof to the Purchaser (free and clear of all Liens) in exchange for such number of Purchaser Common Shares that is equal to the number of Rollover Shares held by such Rollover Shareholder and:

(a) the holder of such Rollover Shares shall cease to have any rights as a holder of Rollover Shares other than the right to receive the Purchaser Common Shares in accordance with this Plan of Arrangement;

(b) the name of such holder shall be removed from the register of holders of Shares maintained by or on behalf of the Corporation;

(c) the Purchaser shall be recorded on the register of holders of Shares maintained by or on behalf of the Corporation as the holder of the Rollover Shares so transferred and shall be deemed to be the legal and beneficial owner thereof (free and clear of all Liens); and

(d) all of the Rollover Shareholders shall be deemed to be a party to the Purchaser USA and the Purchaser USA shall be binding upon such shareholders.

2.3.5 Purchaser and the Corporation shall be amalgamated (the "Amalgamation") and continued as one corporation under the CBCA to form the amalgamated entity ("Amalco"). The Parties intend that the Amalgamation will qualify as an amalgamation for purposes of subsection 87(11) of the Tax Act. On or after the Amalgamation, the following shall apply:

(a) Name. The name of Amalco shall be "Titanium Transportation Group Inc."

(b) Registered Office. The registered office of Amalco shall be the registered office of the Purchaser.

(c) Share Provisions. The authorized capital of Amalco shall be the authorized capital of the Purchaser and shall be comprised of an unlimited number of Amalco Common Shares and an unlimited number of Amalco Preferred Shares. The Amalco Common Shares shall have the same rights, privileges, conditions and restrictions as the Purchaser Common Shares. The Amalco Preferred Shares shall have the same rights, privileges, conditions and restrictions as the Purchaser Preferred Shares.

(d) Conversion of securities. The issued and outstanding shares of the Purchaser shall be converted into fully paid and non-assessable shares of Amalco as follows:

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(i) each Purchaser Common Share shall be converted into one Amalco Common Share; and
(ii) each Purchaser Preferred Share shall be converted into one Amalco Preferred Share.

(e) Cancellation of securities. All of the issued and outstanding Shares shall be cancelled without any repayment of capital or payment of any other consideration in respect thereof.

(f) Directors and Officers.

(i) Minimum and Maximum. The directors of Amalco shall, until otherwise changed in accordance with the CBCA, consist of a minimum number of one (1) director and a maximum number of ten (10) directors.
(ii) First Directors. The directors of Amalco shall be Victor De Zen, Ted Daniel, Sergio De Zen and Luciano Galasso.

(g) Business and Powers. There shall be no restrictions on the business that Amalco may carry on or on the powers it may exercise.

(h) By-laws. The by-laws of Amalco shall be the by-laws of the Purchaser, mutatis mutandis.

(i) Stated Capital: The stated capital of Amalco shall be as follows:

(i) The stated capital of the issued and outstanding Amalco Common Shares shall be equal to the aggregate paid-up capital (as such term is defined in the Tax Act) of the Purchaser Common Shares (including, for the avoidance of doubt, any Purchaser Common Shares issued in exchange for Rollover Shares pursuant to this Plan of Arrangement) immediately prior to the Amalgamation; and
(ii) The stated capital of the issued and outstanding Amalco Preferred Shares shall be equal to the aggregate paid-up capital (as such term is defined in the Tax Act) of the Purchaser Preferred Shares immediately prior to the Amalgamation.

(j) Effect of Amalgamation. The provisions of Subsections 186 (a), (b), (c), (d), (e) and (f) of the CBCA shall apply to the Amalgamation with the result that:

(i) the Amalgamation of the Purchaser and the Corporation and their continuance as one corporation becomes effective;
(ii) all of the property of each of the Purchaser and the Corporation shall continue to be the property of Amalco;
(iii) Amalco shall continue to be liable for all of the obligations of each of the Purchaser and the Corporation;
(iv) any existing cause of action, claim or liability to prosecution of the Purchaser or the Corporation shall be unaffected;
(v) any civil, criminal or administrative action or proceeding pending by or against the Corporation or the Purchaser may be continued to be prosecuted or against Amalco; and
(vi) any conviction against, or ruling, order or judgement in favour of or against the Corporation or the Purchaser may be enforced by or against Amalco;

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(k) Articles. The Articles of Arrangement are deemed to be the articles of incorporation of Amalco, and the Certificate of Arrangement is deemed to be the certificate of incorporation of Amalco.

(l) Shareholders Agreement. The Purchaser USA shall become the unanimous shareholders agreement of Amalco (the "Amalco USA"), mutatis mutandis, and all of the shareholders of Amalco Common Shares and Amalco Preferred Shares shall be deemed to be a party to the Amalco USA and the Amalco USA shall be binding on such shareholders.

2.4 Rounding of Cash Consideration.

If the aggregate cash amount which a Shareholder is entitled to receive pursuant to this Arrangement would otherwise include a fraction of $0.01, then the aggregate cash amount to which such Shareholder shall be entitled to receive shall be rounded up to the nearest whole $0.01.

2.5 Section 85 Election.

An Eligible Holder who disposes of Shares pursuant to this Plan of Arrangement for consideration of common shares of the Purchaser shall be entitled to make a joint income tax election with the Purchaser, pursuant to Section 85 of the Tax Act (and any comparable provision of any other income Tax law) (each, a "Section 85 Election"), with respect to the disposition of such Shares by providing a signed copy of the prescribed election form(s) to a representative designated by the Purchaser within 120 days of the Effective Date, duly completed with the details of the Shares disposed of, the agreed amount (which, subject to applicable Law, shall be determined at the sole discretion of the Eligible Holder), and all information pertaining to the Eligible Holder. The Purchaser shall, within 30 days after receiving a signed copy of the prescribed election form(s) from the Eligible Holder, sign, complete and return such form(s) to such Eligible Holder. Neither the Corporation, nor any of its Subsidiaries nor the Purchaser shall be responsible for the proper or timely filing of any prescribed election form, and except for the Purchaser's obligation to sign, complete and return any prescribed election form(s) received within 120 days of the Effective Date, any taxes, interest or penalties arising as a result of any failure of the Eligible Holder to properly or timely file such prescribed election form(s) in the form and manner prescribed by the Tax Act (or any other applicable income Tax Law). Notwithstanding the foregoing, the Purchaser may, at its sole discretion, choose to sign, complete and return a prescribed election form received from an Eligible Holder more than 120 days after the Effective Date, but shall have no obligation to do so. Upon receipt of a Letter of Transmittal in which an Eligible Holder has indicated that the Eligible Holder intends to make a Section 85 Election, the Purchaser shall promptly deliver to the Eligible Holder a tax instruction letter (and a tax instruction letter for the equivalent provincial election, if applicable) containing general instructions on how to make the Section 85 Election with the Purchaser, together with the relevant tax election form (and the provincial tax election form, if applicable).

ARTICLE 3

DISSENT RIGHTS

3.1 Dissent Rights.

3.1.1

Registered holders of Shares as of the record date of the Meeting may exercise dissent rights with respect to the Shares held by such Shareholder as of such date ("Dissent Rights") in connection with the Arrangement pursuant to and in the manner set forth in Section 190 of the CBCA, as modified by the Interim Order, Final Order and this Section 3.1; provided that notwithstanding Part XV of the CBCA, the written objection to the Arrangement Resolution referred to in Subsection 190(5) of the CBCA must be received by the Corporation at its registered office no later than 5:00 p.m. (Toronto time) two (2) Business Days immediately preceding the date of the Meeting (as it may be adjourned or postponed from time to time) and provided that such written objection must otherwise comply with the requirements of the CBCA.

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3.1.2

Dissenting Holders who duly exercise their Dissent Rights shall be deemed to have transferred the Shares held by them and in respect of which Dissent Rights have been validly exercised to the Purchaser free and clear of all Liens, as provided in Section 2.3.2 and, if they:

(a) are ultimately entitled to be paid by the Purchaser the fair value for such Shares to which Dissent Rights have been exercised: (i) shall be deemed not to have participated in the transactions in Article 2 (other than Section 2.3.2), (ii) shall be entitled to be paid the fair value of such Shares by the Purchaser (less any amounts withheld pursuant to Section 4.3) which fair value shall be determined as of the close of business on the day before the Arrangement Resolution was adopted, and (iii) will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holders not exercised their Dissent Rights in respect of such Shares; or

(b) are ultimately not entitled, for any reason, to be paid fair value for such Shares to which Dissent Rights have been exercised, shall be deemed to have participated in the Arrangement on the same basis as Shareholders who have not exercised Dissent Rights in respect of such Shares and shall be entitled to receive only the Consideration per Share to which holders of Shares who have not exercised Dissent Rights are entitled under Section 2.3.3 hereof (less any amounts withheld pursuant to Section 4.3).

3.2 Recognition of Dissenting Holders.

3.2.1 In no case shall the Corporation, the Purchaser, the Parent or any other Person be required to recognize a Person exercising Dissent Rights: (i) unless such Person is the registered holder of the Shares in respect of which such rights are sought to be exercised as of the record date for the Meeting, (ii) if such Person has voted or instructed a proxyholder to vote such Shares in favour of the Arrangement Resolution, or (iii) unless the Person has strictly complied with the procedures for exercising Dissent Rights and does not withdraw such dissent prior to the Effective Time.

3.2.2 In no case shall the Corporation, the Purchaser, the Parent or any other Person be required to recognize a Dissenting Holder as a registered or beneficial owner of the Shares or any interest therein (other than the rights set out in this Section 3.2) after the completion of the transfer pursuant to Section 2.3.2 and the names of such Dissenting Holders shall be deleted from the share register of the Corporation at the same time as the event described in Section 2.3.2 occurs.

3.2.3 Shareholders who withdraw, or are deemed to withdraw, their right to exercise Dissent Rights shall be deemed to have participated in the Arrangement, as of the Effective Time, and shall be entitled to receive the Consideration per Share to which Shareholders who have not exercised Dissent Rights are entitled under Section 2.3.3 hereof (less any amounts withheld pursuant to Section 4.3).

3.2.4 In addition to any other restrictions in the Interim Order and under Section 190 of the CBCA, none of the following shall be entitled to Dissent Rights: (a) holders of Corporation Options, (b) Shareholders who vote or have instructed a proxyholder to vote their Shares in favour of the Arrangement Resolution, (c) the Purchaser or any of its affiliates, (d) the Parent or any of its affiliates and (e) any Person who is not a registered holder of Shares as of the record date for the Meeting.

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ARTICLE 4
CERTIFICATES AND PAYMENTS

4.1 Payment of Consideration.

4.1.1 No later than three (3) Business Days prior to the Effective Date, the Purchaser shall deposit, or arrange to be deposited, for the benefit of the Shareholders (other than the Dissenting Holders and the Rollover Shareholders) and holders of Corporation Options: (a) cash with the Depositary in the aggregate amount equal to the payments in respect thereof required to be made by the Purchaser for the Shares pursuant to Section 2.3.3 which cash will be held by the Depositary in escrow as agent and nominee for such former Shareholders for distribution thereto pursuant to this Section 4.1, but in all cases subject to Section 4.3, and (b) if requested by the Corporation, cash with the Corporation as a non-interest bearing loan to the Corporation, sufficient to pay the aggregate amount payable by the Corporation to holders of Corporation Options in accordance with Section 2.3.1 (including, for greater certainty, any Taxes required under Law to be withheld and remitted in respect thereof, which shall reduce the amounts to be paid to such holders), in accordance with Section 2.3, which cash, in the case of clause (a), will be held by the Depositary, in accordance with a depositary agreement, until the completion of the steps described in Section 2.3.3, and in the case of clause (b), will be held by the Corporation, as agent and nominee for the Purchaser until the completion of the steps described in Section 2.3.1. The cash deposited with the Depositary by or on behalf of the Purchaser shall be held in a non-interest bearing account.

4.1.2 Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Shares transferred pursuant to Section 2.3.3, together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the former Shareholder who surrendered such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder the cash which such holder has the right to receive under the Arrangement for such Shares, less any amounts withheld pursuant to Section 4.3, and any certificate so surrendered shall forthwith be cancelled.

4.1.3 At, or as soon as reasonably practicable after, the Effective Time, including, if determined to be advisable by the Purchaser or the Corporation, by running a special payroll on the Effective Date, but in no event after the Corporation's next regular payroll date following the Closing, the Corporation shall deliver to each former holder of Corporation Options as reflected on the register maintained by or on behalf of the Corporation in respect of the Corporation Options through the payroll or equity plan management systems of the Corporation and its Subsidiaries and in a manner consistent with how such individuals otherwise receive payments from the Corporation, the Incentive Plan and applicable award agreements (or in such other manner as the Corporation and the Purchaser may agree with respect to the timing and manner of such delivery that is consistent with the Incentive Plan and applicable award agreements, but in any event in readily available funds), the payment, if any, which such holder of Corporation Options has the right to receive pursuant to Section 2.3.1 for such Corporation Options, less any amount withheld pursuant to Section 4.3.

4.1.4 Until surrendered as contemplated by this Section 4.1, each certificate that immediately prior to the Effective Time represented Shares (other than Shares in respect of which Dissent Rights have been validly exercised and not withdrawn and other than the Rollover Shares) shall be deemed after the Effective Time to represent only the right to receive upon such surrender a cash payment in lieu of such certificate as contemplated in this Section 4.1, less any amounts withheld pursuant to Section 4.3, provided that any such certificate formerly representing such Shares not duly surrendered on or before the sixth (6th) anniversary of the Effective Date shall cease to represent a claim by or interest of any former Shareholder of any kind or nature against

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or in the Corporation or the Purchaser. On such date, all cash to which such former holder was entitled shall be deemed to have been surrendered to the Purchaser and shall be paid over by the Depositary to the Purchaser or as directed by the Purchaser.

4.1.5 Any payment made by way of cheque by the Depositary (or the Corporation, if applicable) in accordance with this Plan of Arrangement that has not been deposited or has been returned to the Depositary (or the Corporation) or that otherwise remains unclaimed, in each case, on or before the sixth (6th) anniversary of the Effective Date, and any right or claim to payment hereunder that remains outstanding on the sixth (6th) anniversary of the Effective Date shall cease to represent a right or claim of any kind or nature and the right of the holder to receive such payment in respect of Shares or Corporation Options in accordance with this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to the Purchaser or the Corporation, as applicable, for no consideration.

4.1.6 No holder of Shares or Corporation Options shall be entitled to receive any consideration with respect to such Shares or Corporation Options other than, subject to Section 4.3, any cash payment to which such holder is entitled to receive in accordance with Section 2.3 and this Section 4.1. No dividend or other distribution declared or made after the Effective Time with respect to Shares with a record date on or after the Effective Date shall be delivered to the holder of any unseparated certificate which, immediately prior to the Effective Date, represented outstanding Shares.

4.2 Lost Certificates.

In the event any certificate which immediately prior to the Effective Time represented one or more Shares that were transferred pursuant to 2.3 shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed and who was listed immediately prior to the Effective Time as the registered holder thereof on the share register maintained by or on behalf of the Corporation, the Depositary shall issue in exchange for such lost, stolen or destroyed certificate, a cheque (or other form of immediately available funds) representing the cash amount to which such holder is entitled to receive for such Shares under this Plan of Arrangement in accordance with such holder's Letter of Transmittal. When authorizing such payment in exchange for any lost, stolen or destroyed certificate, the Person to whom such cash is to be delivered shall, as a condition precedent to the delivery of such cash, give a bond satisfactory to the Purchaser and the Depositary (each acting reasonably) in such sum as the Purchaser may direct, or otherwise indemnify the Corporation and the Purchaser in a manner satisfactory to the Corporation and the Purchaser (each acting reasonably) against any claim that may be made against the Corporation or the Purchaser with respect to the certificate alleged to have been lost, stolen or destroyed.

4.3 Withholding Rights.

Each of the Corporation, the Purchaser, the Parent, the Depositary, Amalco and any Person that makes a payment in connection with this Plan of Arrangement, as applicable, shall be entitled to deduct and withhold from any amount otherwise payable or deliverable to any Person in connection with this Plan of Arrangement, including any amounts paid to Shareholders exercising Dissent Rights and dividends and other amounts otherwise payable to any former Shareholders or holders of Corporation Options, such amounts as it is required, entitled or permitted to deduct and withhold (as determined in the good faith discretion of the relevant withholding agent) with respect to such payment under the Tax Act or any provision of any other Law in respect of Taxes and shall remit such withheld amount to the appropriate Governmental Entity. To the extent that amounts are so deducted, withheld and remitted to the appropriate Governmental Entity, such amounts shall be treated for all purposes hereof as having been paid to the Person in respect of which such deduction, withholding and remittance was made.

Plan.docx

4.4 No Liens.

Any exchange or transfer of securities in accordance with this Plan of Arrangement shall be free and clear of any Liens or other claims of third parties of any kind.

4.5 Paramountcy.

From and after the Effective Time: (a) this Plan of Arrangement shall take precedence and priority over any and all Shares and Corporation Options issued or outstanding prior to the Effective Time; (b) the rights and obligations of the Securityholders, the Corporation, the Purchaser, the Depositary and any transfer agent or other depositary therefor in relation thereto, shall be solely as provided for in this Plan of Arrangement; and (c) all actions, causes of action, claims or proceedings (actual or contingent and whether or not previously asserted) based on or in any way relating to any Shares or Corporation Options shall be deemed to have been settled, compromised, released and determined without liability except as set forth in this Plan of Arrangement.

ARTICLES
AMENDMENTS

5.1 Amendments.

5.1.1 The Corporation, the Purchaser and the Parent may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be: (i) set out in writing; (ii) approved by the Corporation and the Purchaser, each acting reasonably; (iii) filed with the Court and, if made following the Meeting, approved by the Court; and (iv) communicated to the Securityholders if and as required by the Court.

5.1.2 Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Corporation, the Purchaser or the Parent at any time prior to the Meeting (provided that the Corporation, the Purchaser or the Parent, as applicable, shall have consented thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.

5.1.3 Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Meeting shall be effective only if: (i) it is consented to in writing by each of the Corporation and the Purchaser (in each case, acting reasonably); and (ii) if required by the Court, approved by the Shareholders in the manner directed by the Court.

5.1.4 Any amendment, modification or supplement to this Plan of Arrangement may be made following the granting of the Final Order without filing such amendment, modification or supplement with the Court or seeking Court approval, provided that: (i) it concerns a matter which, in the reasonable opinion of the Parties, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the interest of any Securityholder; or (ii) is an amendment contemplated in Section 5.1.5.

5.1.5 Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date unilaterally by the Purchaser, provided that it concerns a matter which, in the reasonable opinion of the Purchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any former Securityholder.

5.1.6 This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.

Plan.docx

ARTICLE6
FURTHER ASSURANCES

6.1 Further Assurances.

Notwithstanding that the transactions and events set out in this Plan of Arrangement shall occur and shall be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of the parties to the Arrangement Agreement shall make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by either of them in order to further document, give effect to or evidence any of the transactions or events set out in this Plan of Arrangement or otherwise to carry out the full intent and meaning of this Plan of Arrangement.

Plan.docx

IN THE MATTER OF AN APPLICATION UNDER SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT

R.S.C., 1985, c. C-44, AS AMENDED

AND IN THE MATTER OF RULE 14.05(2) OF THE RULES OF CIVIL PROCEDURE, R.R.O. 1990, REG. 194

AND IN THE MATTER OF A PROPOSED PLAN OF ARRANGEMENT OF TITANIUM TRANSPORTATION GROUP INC.

Applicant

Court File No.: CL-26-00000029-0000

| | ONTARIO
SUPERIOR COURT OF JUSTICE
(Commercial List)
Proceeding commenced at Toronto |
| --- | --- |
| | FINAL ORDER |
| | MILLER THOMSON LLP
Scotia Plaza
40 King Street West, Suite 6600
P.O. Box 1011
Toronto, ON Canada M5H 3S1

Gavin Finlayson LSO#: 44126D
[email protected]
Tel: 416.595.8619

Matthew Cressatti LSO#: 77944T
[email protected]
Tel: 416.597.4311

Lawyers for the Applicant |

AI assistant

Titanium Transportation Group Inc. M&A Activity 2026

43029_rns_2026-04-01_c0f179e5-78cd-4297-86b8-a797f62154d5.pdf

Certificate of Arrangement

Certificat d'arrangement

Canada Business Corporations Act (CBCA)

FORM 14.1

ARTICLES OF ARRANGEMENT

(Section 192)

Exhibit 1

(I) CLASS A PREFERRED SHARES

6. Voting.

(II) COMMON SHARES

(a) Dividend Rights

(b) Rights Arising on Liquidation

(c) Voting Rights

(III) PROVISIONS WITH RESPECT TO PAYMENT OF DIVIDENDS, SHARE REDEMPTIONS AND PURCHASES FOR CANCELLATION AND RETURN OF CAPITAL

ONTARIO

FINAL ORDER

2.2 Binding Effect.

2.3 Arrangement.

2.3.1

2.3.2

2.4 Rounding of Cash Consideration.

2.5 Section 85 Election.

ARTICLE 3

3.1 Dissent Rights.

3.1.1

3.2 Recognition of Dissenting Holders.

4.2 Lost Certificates.

4.3 Withholding Rights.

AI assistant

Titanium Transportation Group Inc. — M&A Activity 2026

43029_rns_2026-04-01_c0f179e5-78cd-4297-86b8-a797f62154d5.pdf

Certificate of Arrangement

Certificat d'arrangement

Canada Business Corporations Act (CBCA)

FORM 14.1

ARTICLES OF ARRANGEMENT

(Section 192)

Exhibit 1

(I) CLASS A PREFERRED SHARES

6. Voting.

(II) COMMON SHARES

(a) Dividend Rights

(b) Rights Arising on Liquidation

(c) Voting Rights

(III) PROVISIONS WITH RESPECT TO PAYMENT OF DIVIDENDS, SHARE REDEMPTIONS AND PURCHASES FOR CANCELLATION AND RETURN OF CAPITAL

ONTARIO

FINAL ORDER

2.2 Binding Effect.

2.3 Arrangement.

2.3.1

2.3.2

2.4 Rounding of Cash Consideration.

2.5 Section 85 Election.

ARTICLE 3

3.1 Dissent Rights.

3.1.1

3.2 Recognition of Dissenting Holders.

4.2 Lost Certificates.

4.3 Withholding Rights.

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Titanium Transportation Group Inc. M&A Activity 2026