Titanium Transportation Group Inc. Announces $25 Million Treasury and $10 Million Secondary Bought Deal Public Offering

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BOLTON, ON, March 10, 2021 /CNW/ - Titanium Transportation Group Inc. ("Titanium" or the "Company") (TSXV: TTR), along with Vic De Zen, Trunkeast Investments Canada Limited (an entity which Vic De Zen controls or directs) ("Trunkeast"), Ted Daniel, and Sodor Trucking Services Inc. (an entity which Ted Daniel and Marilyn Daniel jointly control or direct) ("Sodor") (the "Selling Shareholders"), are pleased to announce that they have entered into an agreement with a syndicate of investment dealers led by Cormark Securities Inc. (collectively, the "Underwriters") pursuant to which the Underwriters have agreed to purchase, in aggregate, 9,333,400 common shares (the "Common Shares") of the Company, at a price of $3.75 per Common Share and offer them to the public by way of short form prospectus for aggregate gross proceeds of approximately $35,000,250 (the "Offering"). The Company and the Selling Shareholders have granted the Underwriters an option (the "Over-Allotment Option") to purchase up to an additional 15.0% of the Common Shares of the Offering on the same terms exercisable at any time up to 30 days following the closing of the Offering, for market stabilization purposes and to cover over-allotments, if any.

Under the Offering, 6,666,400 Common Shares will be issued from treasury by Titanium for gross proceeds of approximately $24,999,000 (the "Treasury Offering"), and an aggregate of 2,667,000 Common Shares will be sold by the Selling Shareholders for aggregate gross proceeds to the Selling Shareholders of approximately $10,001,250 (the "Secondary Offering"). The Secondary Offering will be comprised of 533,500 Common Shares to be sold by Vic De Zen, 1,600,000 Common Shares to be sold by Trunkeast, and 533,500 Common Shares to be sold by Ted Daniel and Sodor, collectively.

"Titanium remains very constructive on the operating environment both in Canada and the U.S., and will continue opportunistically consolidating the Canadian market through selective acquisitions, and expanding in the U.S. through its well-established asset-light brokerage model," commented Ted Daniel, CEO of Titanium. "This financing provides us with the balance sheet strength to continue on those initiatives." Commenting on the secondary component of the financing, Mr. Daniel added: "Mr. Vic De Zen, as part of normal course estate planning and philanthropic pursuits, will be donating $2,000,000 worth of common shares to Mackenzie Health Foundation, who will in turn be selling the common shares as part of the secondary offering and receiving the proceeds. Mr. De Zen will not be receiving any proceeds from the sale of the common shares. Mr. De Zen and I, as the original partners in Titanium, agreed to maintain our pro rata ownership in our respective holdings. Neither Mr. De Zen nor I have any intentions of any further sales and look forward to the enhanced liquidity this financing will provide. The prospects for Titanium have never been brighter or more exciting."

Vic De Zen, Trunkeast and its affiliates currently control 14,099,045 Common Shares, representing approximately 38.3% of the issued and outstanding Common Shares. Following the closing of the Offering, Vic De Zen, Trunkeast and its affiliates will control 11,965,545 Common Shares when assuming no exercise of the over-allotment option, or 11,645,520 Common Shares when assuming full exercise of the over-allotment option, representing approximately 27.5% or 26.2% of the issued and outstanding Common Shares, respectively. Immediately prior to closing of the Offering, Vic De Zen will be donating $2,000,000 worth of Common Shares to Mackenzie Health Foundation, who will be selling the Common Shares as part of the Secondary Offering and receiving the proceeds. Vic De Zen will not be receiving any proceeds from the sale of the Common Shares.

Ted Daniel, Sodor and its affiliates currently control 3,730,623 Common Shares, representing approximately 10.1% of the issued and outstanding Common Shares. Following the closing of the Offering, Ted Daniel, Sodor and its affiliates will control 3,197,123 Common Shares when assuming no exercise of the over-allotment option, or 3,117,098 Common Shares when assuming full exercise of the over-allotment option, representing approximately 7.4% or 7.0% of the issued and outstanding Common Shares, respectively.

The net proceeds of the Treasury Offering shall be used for growth initiatives, working capital and general corporate purposes.

Closing of the Offering is expected to occur on or about March 31, 2021 and is subject to regulatory approval including that of the TSX Venture Exchange.

The Common Shares to be issued under the Offering will be offered by way of a short form prospectus in each of provinces of Canada, except Quebec, and may be offered in the United States on a private placement basis pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws, and certain other jurisdictions outside of Canada and the United States.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This press release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent registration under U.S. federal and state securities laws or an applicable exemption from such U.S. registration requirements.

About Titanium

Titanium is a leading asset-based transportation and logistics company servicing Canada and the United States, with approximately 800 power units, 3,000 trailers and 1,100 employees and independent owner operators. Titanium provides truckload, dedicated, and cross-border trucking services, freight logistics, and warehousing and distribution to over 1,000 customers. In February 2021, Titanium completed its strategic acquisition of International Truckload Services Group, establishing Titanium among the top 12 largest Canadian transportation companies. The acquisition is expected to deliver an immediate and significant increase in revenue and EBITDA. Titanium is a recognized consolidator of asset-based transportation companies in Ontario, having completed eleven (11) asset-based trucking acquisitions since 2011. Titanium has also been ranked by Canadian Business (formerly PROFIT magazine) as one of Canada's Fastest Growing Companies for twelve (12) consecutive years.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this press release constitute forward-looking information within the meaning of Canadian securities laws. Forward-looking statements are provided for the purposes of assisting the reader in understanding Titanium's current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. Forward-looking information may relate to Titanium's future outlook and anticipated events, and may include statements regarding the financial position, business strategy, budgets, litigation, projected costs, capital expenditures, financial results, taxes and plans and objectives of or involving Titanium including Titanium's organic earnings growth and its plans for future locations in the U.S., which may vary materially from expectations. Particularly, statements regarding future acquisitions, the availability of credit, performance, achievements, prospects or opportunities for Titanium or the industry in which it operates are forward-looking statements. In some cases, forward-looking information can be identified by terms such as "may", "might", "will", "could", "should", "would", "occur", "expect", "plan", "anticipate", "believe", "intend", "seek", "aim", "estimate", "target", "project", "predict", "forecast", "potential", "continue", "likely", "schedule", or the negative thereof or other similar expressions concerning matters that are not historical facts.

Information contained in forward-looking statements is based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including management's perceptions of historical trends, current conditions and expected future developments, as well as other considerations that are believed to be appropriate in the circumstances. While management considers these assumptions to be reasonable based on currently available information, they may prove to be incorrect. The forward-looking statements made in this press release are dated, and relate only to events or information, as of the date of this press release. Except as specifically required by law, Titanium undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

SOURCE Titanium Transportation Group Inc.

Titanium Transportation Group Inc., Ted Daniel, CPA, CA, Chief Executive Officer, [phone], [email protected], www.ttgi.com