Mr. Ted Daniel reports

TITANIUM ENTERS INTO ARRANGEMENT AGREEMENT FOR GOING-PRIVATE TRANSACTION AT $2.22 PER SHARE

Titanium Transportation Group Inc. has entered into an arrangement agreement dated Jan. 14, 2026, with TTNM Management Acquisition Ltd. in its capacity as the purchaser and Trunkeast Investments Canada Ltd., a long-standing significant shareholder. Pursuant to a statutory plan of arrangement under the Canada Business Corporations Act, the purchaser will acquire all of the issued and outstanding common shares of the company, other than the common shares held by Ted Daniel (president, chief executive officer and a director), Lu Galasso (chair), Alex Fu (chief financial officer), Trunkeast and its affiliated companies, along with Vic De Zen, family members of Mr. De Zen and certain key employees of the company for cash consideration of $2.22 per common share. The rolling shareholders collectively hold 23,544,583 common shares (representing 50.5 per cent of the common shares). In addition, certain key employees of the company may be invited to join the group of rolling shareholders for up to a maximum of an additional 5.0 per cent of the common shares.

The purchase price of $2.22 per common share represents a 41-per-cent premium to the closing price of the common shares traded on the Toronto Stock Exchange on Jan. 14, 2026, the last trading day immediately prior to the announcement of the transaction, and a 42-per-cent premium to the 20-day volume-weighted average price of the common shares traded on the Toronto Stock Exchange for the period ended on Jan. 14, 2026.

William (Bill) Chyfetz, director and chair of the special committee of independent directors of the company, stated: "After a comprehensive review process conducted over the last six months and thorough deliberation, the special committee has concluded that the transaction represents an attractive outcome for the minority shareholders."

Special committee and board approval

The special committee, comprising Mr. Chyfetz, Grace Palombo and David Bradley, was constituted to consider strategic alternatives for the company, including the transaction, as well as other alternatives available to the company, including the status quo. Following an extensive review process and after receiving independent legal and financial advice, the special committee unanimously recommended that the company's board of directors approve the transaction. Given the makeup of the rolling shareholders, the special committee conducted all transaction negotiations on behalf of the company.

Both the special committee and the board determined that the transaction is in the best interests of the company and that the consideration to be received by shareholders of the company (other than the rolling shareholders) is fair, from a financial point of view, to such shareholders. The board (excluding conflicted directors) unanimously recommends that shareholders of the company vote in favour of the transaction at a special meeting of shareholders to be held to approve the transaction.

The arrangement agreement resulted from a comprehensive negotiation process undertaken with the oversight and participation of the special committee advised by independent legal and financial advisers. In making its unanimous determination to recommend approval of the transaction to the board, the special committee considered, among other things, the following factors:

• Significant premium for shareholders: The consideration represents a 41-per-cent premium to the closing price of the common shares traded on the Toronto Stock Exchange on Jan. 14, 2026, the last trading day immediately prior to the announcement of the transaction, and a 42-per-cent premium to the 20-day VWAP of the common shares traded on the TSX for the period ended Jan. 14, 2026.
• Certainty of value and immediate liquidity: The all-cash consideration provides non-rolling shareholders with certainty of value and immediate liquidity. The transaction offers particular benefit to such shareholders given the limited trading volume, the financial challenges facing the company, and, more broadly, the trucking and logistics industry, as well as the lack of liquidity in the common shares.
• Formal valuation and fairness opinion: The special committee retained National Bank Capital Markets as financial adviser and independent valuator to prepare a formal valuation of the common shares in accordance with Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). National Bank has delivered an opinion that, as at Jan. 14, 2026, and subject to the assumptions, limitations and qualifications to be set out in its written formal valuation, the fair market value of the common shares is in the range of $2.20 to $2.70 per common share. In addition, National Bank has provided a fairness opinion to the special committee that, as at Jan. 14, 2026, and based upon and subject to the various assumptions, limitations and qualifications set forth therein, the consideration to be received by shareholders of the company (other than the rolling shareholders) pursuant to the transaction is fair, from a financial point of view, to such shareholders.
• Terms of the arrangement agreement: The arrangement agreement resulted from a comprehensive negotiation process that was undertaken by the special committee, which was advised by independent legal and financial advisers, and resulted in terms and conditions that are reasonable in the judgment of the special committee and the board, including a fiduciary-out that will enable the company to enter into a superior proposal in certain circumstances.
• Break fee: The special committee negotiated a break fee in the amount of $2.0-million payable by the company, which is reasonable in the circumstances and only payable in limited circumstances, such as where the arrangement agreement is terminated as a result of a change in the board's recommendation.
• No financing condition: The transaction is not subject to a financing condition.
• Minority vote and court approval: The transaction must be approved by not only two-thirds of the votes cast by shareholders but also by a majority of the minority in accordance with MI 61-101 and by the Ontario Superior Court of Justice (commercial list), which will consider the fairness and reasonableness of the transaction to shareholders.
• Support for the transaction: Trunkeast, the company's largest shareholder that owns directly or indirectly through its affiliates approximately 38.8 per cent of the outstanding common shares, as well as each of the company's directors and officers, has entered into support and voting agreements, pursuant to which it has agreed to vote its common shares in favour of the transaction. Collectively and on a non-diluted basis, the common shares subject to these agreements represent approximately 50.7 per cent of outstanding common shares.

Transaction details and timing

The transaction is structured as a statutory plan of arrangement under the CBCA. The consummation of the transaction is subject to the approval of the transaction at the meeting by: (i) at least two-thirds of the votes cast by the company's shareholders; and (ii) a simple majority of the votes cast by the company's shareholders (other than the rolling shareholders and any other company shareholder required to be excluded for the purpose of MI 61-101). Completion of the transaction is also subject to other customary conditions, including receipt of court approval. The transaction is not subject to a financing condition.

The arrangement agreement includes customary deal protection provisions. The company is subject to non-solicitation provisions, which are subject to customary fiduciary-out provisions that entitle the company to terminate the arrangement agreement in favour of an unsolicited superior proposal, subject to the payment of the break fee described above and subject to a right of the purchaser to match such superior proposal.

The company expects to hold the meeting to consider and vote on the transaction in March, 2026. If approved at the meeting, the transaction is expected to close shortly thereafter, subject to court approval and other customary closing conditions. Following closing of the transaction, the common shares are expected to be delisted from the TSX, and the company is expected to submit an application to cease being a reporting issuer under applicable Canadian securities laws.

The foregoing summary is qualified in its entirety by the arrangement agreement, a copy of which will be filed under the company's SEDAR+ profile.

Voting and support agreements

In connection with the transaction, the company's largest shareholder, Trunkeast, and its affiliates have entered into voting and support agreements, pursuant to which they have agreed to vote their common shares in favour of the transaction at the meeting. Each director and executive officer of the company have also entered into a voting and support agreement to vote their common shares in favour of the transaction.

The common shares subject to voting and support agreements represent approximately 50.7 per cent of outstanding common shares (on a non-diluted basis).

Advisers

National Bank is acting as the independent valuator and financial adviser to the special committee in connection with the transaction.

Miller Thomson LLP is acting as legal adviser to the company. Goodmans LLP is acting as independent legal counsel to the special committee.

Loopstra Nixon LLP is acting as legal adviser to the purchaser.

Additional information

Additional information regarding the terms and conditions of the arrangement agreement, the transaction (including the background to the transaction), the aforementioned formal valuation and fairness opinion, the rationale for the recommendations made by the special committee and the board, the applicable voting requirements for the transaction, and how shareholders can vote at the meeting will be provided in the information circular for the meeting, which will be filed under the company's SEDAR+ profile.

About Titanium Transportation Group Inc.

Titanium is a leading North American transportation company with asset-based trucking operations and logistics brokerages servicing Canada and the United States, with approximately 775 power units, 2,800 trailers, and 1,300 employees and independent owner operators. Titanium provides truckload, dedicated and cross-border trucking services, logistics, and warehousing and distribution to over 1,000 customers. Titanium has established both asset-based and brokerage operations in Canada and the United States with 18 locations. Titanium is a recognized purchaser of asset-based trucking companies, having completed 13 transactions since 2011. Titanium ranked among top-500 companies in the inaugural Financial Times' America's fastest growing companies in 2020. The company was ranked by Canadian Business as one of Canada's fastest-growing companies for 11 consecutive years. For four consecutive years, Titanium has also been ranked one of Canada's top-growing companies by The Globe and Mail's Report on Business of Canada. Titanium is listed on the TSX under the symbol TTNM and TTNMF on the OTCQX.

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