Core Viewpoint - Titanium Transportation Group Inc. is moving forward with a plan of arrangement to be approved by shareholders, where TTNM Management Acquisition Limited will acquire all outstanding common shares for cash consideration of $2.22 per share, representing a significant premium to recent trading prices [2][4][6]. Company Overview - Titanium Transportation Group Inc. is a North American provider of transportation and logistics services, operating approximately 775 power units, 2,800 trailers, and employing around 1,300 individuals [15]. - The company has established operations in both Canada and the U.S., servicing over 1,000 customers with various trucking and logistics services [15]. Transaction Details - The cash consideration of $2.22 per common share represents a 41% premium to the closing price on January 14, 2026, and a 42% premium to the 20-day volume-weighted average price (VWAP) for the same period [6]. - The transaction is structured to provide shareholders with immediate liquidity and certainty of value, as it is not subject to any financing conditions [6][7]. Board and Committee Recommendations - The Special Committee and the Board of Directors unanimously recommend that shareholders vote in favor of the transaction, having determined it to be in the best interests of the company [4][5]. - The Board's recommendation is based on a thorough review of various factors, including a formal valuation and fairness opinion provided by National Bank Financial Inc. [14]. Meeting and Voting Information - A special meeting for shareholders is scheduled for March 10, 2026, with a proxy voting deadline of March 6, 2026 [9][10]. - Shareholders are encouraged to vote in advance and can seek assistance from Titanium's proxy solicitation agent [5]. Legal and Regulatory Approvals - An interim order from the Ontario Superior Court of Justice has been granted to facilitate the meeting and transaction procedures [11]. - An advance ruling certificate under the Competition Act has also been issued, satisfying regulatory conditions for the transaction [12]. Shareholder Support - Trunkeast Investments Canada Limited, the largest shareholder, has provided an unconditional guarantee for the purchaser's obligations and has agreed to vote in favor of the transaction [14]. - Rolling shareholders, who own approximately 50.5% of the outstanding common shares, have entered into voting and support agreements [14].

Core Viewpoint - Titanium Transportation Group Inc. has entered into an arrangement agreement for the acquisition of all outstanding common shares at a cash consideration of $2.22 per share, representing a significant premium to recent trading prices [2][3]. Transaction Overview - The transaction involves the Purchaser acquiring all issued and outstanding common shares, excluding those held by certain key stakeholders known as Rolling Shareholders, who collectively own 50.5% of the shares [2]. - The purchase price of $2.22 per share represents a 41% premium to the last closing price and a 42% premium to the 20-day volume-weighted average price as of January 14, 2026 [3][8]. Special Committee and Board Approval - The Special Committee, after a comprehensive review and independent advice, unanimously recommended the transaction to the Board, stating it is an attractive outcome for minority shareholders [4][5]. - The Board, excluding conflicted directors, also unanimously supports the transaction and recommends that shareholders vote in favor at the upcoming special meeting [5][6]. Voting and Support Agreements - Voting support agreements have been secured from the largest shareholder, Trunkeast, and all directors and officers, representing approximately 50.7% of the total voting interest [6][12][13]. - The transaction requires approval from at least two-thirds of the votes cast by shareholders and a simple majority from non-Rolling Shareholders [7][10]. Financial Considerations - The transaction provides immediate liquidity and certainty of value for shareholders, particularly beneficial given the limited trading volume and financial challenges facing the company and the trucking industry [8]. - A formal valuation by National Bank Capital Markets indicates the fair market value of the shares is between $2.20 and $2.70, supporting the fairness of the transaction price [8]. Transaction Structure and Conditions - The transaction is structured as a statutory plan of arrangement under the Canada Business Corporations Act, requiring court approval and other customary conditions [7][10]. - The Arrangement Agreement includes customary deal-protection provisions and a break fee of $2 million payable under specific circumstances [8]. Company Background - Titanium Transportation Group is a leading North American transportation company with a fleet of approximately 775 power units and 2,800 trailers, providing various logistics services [16]. - The company has been recognized for its growth, ranking among Canada's Fastest Growing Companies for eleven consecutive years and completing numerous acquisitions since 2011 [16].

Core Viewpoint - Titanium Transportation Group Inc. is enhancing its corporate presentation materials and Management's Discussion and Analysis (MD&A) following a review by the Ontario Securities Commission (OSC) [1][2]. Group 1: Corporate Updates - The company has removed its Q1 2025 Corporate Presentation from its website and will include updated disclosures in future materials [2]. - Forward-looking information regarding expected future savings in fleet maintenance has been removed from the MD&A for the second quarter ended June 30, 2025, in line with common practice [2]. Group 2: Future Plans - Titanium expects to publish its next corporate presentation in the first quarter of 2026 [3]. - The company will be listed on the public Refiling and Errors list for three years due to these corrective updates [3]. Group 3: Company Overview - Titanium is a leading North American transportation company with approximately 800 power units, 2,800 trailers, and 1,300 employees and independent owner-operators [4]. - The company provides truckload, dedicated, and cross-border trucking services, logistics, and warehousing to over 1,000 customers across eighteen locations in Canada and the U.S. [4]. - Titanium has completed thirteen acquisitions since 2011 and has been recognized as one of Canada's Fastest Growing Companies for eleven consecutive years [4].

Core Viewpoint - Titanium Transportation Group Inc. is enhancing its corporate presentation materials and Management's Discussion and Analysis (MD&A) following a review by the Ontario Securities Commission (OSC) [1][2]. Group 1: Corporate Updates - The Company has removed its Q1 2025 Corporate Presentation from its website and will include updated disclosures in future materials [2]. - Forward-looking information regarding expected future savings in fleet maintenance has been removed from the MD&A for the second quarter ended June 30, 2025, in line with common practice [2]. Group 2: Future Plans - Titanium expects to publish its next corporate presentation in the first quarter of 2026 [3]. - The Company will be listed on the public Refiling and Errors list for three years due to these corrective updates [3]. Group 3: Company Overview - Titanium is a leading North American transportation company with approximately 800 power units, 2,800 trailers, and 1,300 employees and independent owner-operators [4]. - The Company provides truckload, dedicated, and cross-border trucking services, logistics, and warehousing to over 1,000 customers across eighteen locations in Canada and the U.S. [4]. - Titanium has completed thirteen acquisitions since 2011 and has been recognized as one of Canada's Fastest Growing Companies for eleven consecutive years [4].

Core Insights - Titanium Transportation Group reported its financial results for Q3 2025, highlighting a resilient performance despite challenging market conditions [1][3] - The company achieved a year-over-year revenue growth in its logistics segment and improved profitability in its truck transportation segment [3][6] Q3 2025 Financial Highlights - Consolidated revenue for Q3 2025 was CAD 115.7 million, a decrease of 2.3% from CAD 118.4 million in Q3 2024 [5][7] - EBITDA for Q3 2025 was CAD 8.9 million, down 13.5% from CAD 10.3 million in Q3 2024, resulting in an EBITDA margin of 8.7% [5][7] - Net income for Q3 2025 was CAD 560,000, a significant improvement from a net loss of CAD 1.5 million in Q3 2024 [5][9] Year-to-Date (YTD) 2025 Financial Highlights - YTD revenue for 2025 reached CAD 356.2 million, up 2.8% from CAD 346.4 million in YTD 2024 [8] - YTD EBITDA was CAD 27.7 million, down from CAD 30.2 million in the previous year, with an EBITDA margin of 8.7% [8][11] - The logistics segment saw a revenue increase of 12.3% YTD, totaling CAD 194.7 million, while the truck transportation segment revenue decreased by 6.0% to CAD 164.3 million [8][9] Operational Performance - Logistics revenue grew by 3.3% year-over-year to CAD 63.0 million, supported by increased US volume [6][7] - The truck transportation segment reported revenue of CAD 53.8 million, a decline of 7.3% from CAD 58.1 million in Q3 2024 [9] - Operating cash flow increased to CAD 9.5 million in Q3 2025, compared to CAD 7.0 million in Q3 2024 [6][7] Balance Sheet and Financial Flexibility - The company increased its cash balance to CAD 20.7 million and reduced debt by CAD 8.9 million during the quarter [3][6] - The focus remains on maintaining balance sheet strength and financial flexibility amid market volatility [3][15] Future Outlook - The company anticipates revenue for the next quarter to be between CAD 112 million and CAD 117 million, with an EBITDA margin of 8.5% to 9.5% [16] - Management emphasizes the importance of margin protection, operational discipline, and efficiency as key priorities moving forward [15][16]

Core Points - Titanium Transportation Group Inc. will release its financial results for the quarter ended September 30, 2025, on November 10, 2025, after market close [1] - A conference call for analysts and investors will be held on November 11, 2025, at 8:00 a.m. Eastern Time to discuss these results [2] Company Overview - Titanium is a leading North American transportation company with asset-based trucking operations and logistics brokerages servicing Canada and the United States [3] - The company operates approximately 850 power units, 3,000 trailers, and employs around 1,300 individuals, including independent owner-operators [3] - Titanium provides various services, including truckload, dedicated, and cross-border trucking, logistics, warehousing, and distribution to over 1,000 customers [3] - The company has established operations in both Canada and the U.S. with a total of eighteen locations [3] - Titanium has completed thirteen acquisitions since 2011 and has been recognized as one of Canada's Fastest Growing Companies for eleven consecutive years [3]

Core Insights - Titanium Transportation Group Inc. reported a 3.5% year-over-year revenue growth in Q2 2025, reaching $119.1 million, driven primarily by its Logistics segment which saw a 16.8% increase in revenue [3][6][7] - The company reduced loans and lease liabilities by $10.1 million during the quarter, enhancing its financial flexibility with a cash position of $16.4 million [3][6][7] - The Truck Transportation segment experienced an 8.5% decline in revenue to $54.4 million, attributed to a strategic exit from non-core service lines [7][9] Q2 2025 Financial Highlights - Consolidated revenue for Q2 2025 was $119.1 million, a 3.5% increase from $115.1 million in Q2 2024 [6][9] - Consolidated EBITDA was $10.0 million, down from $10.2 million in Q2 2024, resulting in an EBITDA margin of 9.3% [7][9] - Cash flow from operating activities increased to $10.9 million compared to $9.4 million in Q2 2024 [7] Segment Performance - Logistics segment revenue increased to $65.6 million, up 16.8% from $56.2 million in Q2 2024, with an EBITDA of $3.2 million [7][9] - Truck Transportation segment revenue decreased to $54.4 million, down 8.5% from $59.4 million in Q2 2024, with an EBITDA of $7.6 million [7][9] Year-to-Date Financial Highlights - Year-to-date consolidated revenue reached $240.5 million, compared to $228.0 million in the same period of 2024, reflecting a 5.5% increase [8][9] - Year-to-date EBITDA was $18.8 million, down from $19.9 million, resulting in an EBITDA margin of 8.7% [8][9] Future Outlook - The company anticipates revenue between $115 million and $120 million for the next quarter, with an EBITDA margin of 8.5% to 9.5% [11][13] - Titanium aims to maintain financial discipline, reduce debt, and invest selectively in high-return growth opportunities [11][13]

Core Points - Titanium Transportation Group Inc. will release its financial results for the quarter ended June 30, 2025, on August 11, 2025, after market close [1] - A conference call for analysts and investors will be held on August 12, 2025, at 8:00 a.m. Eastern Time to discuss these results [2][3] Company Overview - Titanium is a leading North American transportation company with asset-based trucking operations and logistics brokerages servicing Canada and the United States [3] - The company operates approximately 850 power units, 3,000 trailers, and employs around 1,300 individuals and independent owner-operators [3] - Titanium provides truckload, dedicated, and cross-border trucking services, logistics, and warehousing to over 1,000 customers [3] - The company has established operations in both Canada and the U.S. with a total of eighteen locations [3] - Titanium has completed thirteen acquisitions since 2011 and has been recognized as one of Canada's Fastest Growing Companies for eleven consecutive years [3]

Core Points - Titanium Transportation Group Inc. announced the successful election of all nominees to the Board of Directors during the Annual General Meeting held on June 9, 2025 [1] - A total of 24,039,029 shares were represented at the meeting, accounting for 52.91% of the issued and outstanding common shares [3] - Shareholders approved the reappointment of KPMG LLP as the independent auditor for 2025 [3] Election Results - Ted Daniel received 23,970,752 votes in favor, representing 99.93% [2] - Lu Galasso received 23,934,523 votes in favor, representing 99.78% [2] - Bill Chyfetz received 21,801,241 votes in favor, representing 90.88% [2] - David Bradley received 21,920,983 votes in favor, representing 90.87% [2] - Grace Palombo received 21,822,494 votes in favor, representing 90.97% [2] Company Overview - Titanium is a leading transportation company in North America with approximately 850 power units, 3,000 trailers, and 1,300 employees and independent owner operators [4] - The company provides truckload, dedicated, and cross-border trucking services, logistics, and warehousing to over 1,000 customers [4] - Titanium has completed thirteen acquisitions since 2011 and has been recognized as one of Canada's Fastest Growing Companies for eleven consecutive years [4]

Core Insights - Titanium Transportation Group Inc. reported a consolidated revenue growth of 7.5% year-over-year for Q1 2025, reaching CAD 121.4 million, driven by strong performance in the logistics segment which grew by over 17% [3][9][10] - The company maintained a prudent capital allocation strategy, reducing debt by CAD 10.7 million and increasing cash flow from operating activities to CAD 15.0 million, more than doubling from the previous year [5][10] - Despite challenging macro conditions, early indicators for Q2 suggest a continued recovery, positioning the company for sustainable growth and long-term shareholder value [6][13] Financial Performance - Consolidated revenue for Q1 2025 was CAD 121.4 million, compared to CAD 112.9 million in Q1 2024, marking a 7.5% increase [7][10] - EBITDA for Q1 2025 was CAD 8.8 million, down from CAD 9.7 million in Q1 2024, resulting in an EBITDA margin of 8.2% [7][10] - Cash flow from operating activities increased significantly to CAD 15.0 million from CAD 6.2 million in Q1 2024 [10] Segment Performance - Truck Transportation segment revenue decreased by 2.2% to CAD 56.1 million, while the Logistics segment revenue increased by 17.6% to CAD 66.1 million [10][11] - The logistics segment's growth was attributed to a 9% increase in volume, showcasing the scalability of Titanium's asset-light model [9][10] Strategic Initiatives - The company expanded its U.S. logistics footprint to nine locations, including a new brokerage office in Irving, TX [9][10] - Strategic divestiture of non-core assets generated CAD 1.7 million in proceeds, contributing to a stronger balance sheet [9][10] Outlook - The company remains cautious amid ongoing macroeconomic uncertainty and freight market volatility, withholding formal guidance for 2025 while focusing on operational execution and cash generation [16][13] - Approximately two-thirds of Titanium's volume is non-cross border, reducing exposure to potential tariff risks [13]