Mr. Ted Daniel reports

TITANIUM FILES MANAGEMENT INFORMATION CIRCULAR FOR SPECIAL MEETING OF SHAREHOLDERS AND CONFIRMS RECEIPT OF INTERIM ORDER FOR PREVIOUSLY-ANNOUNCED GOING-PRIVATE TRANSACTION

Titanium Transportation Group Inc. has filed its management information circular and related materials for the coming special meeting of holders of common shares in the capital of Titanium to approve the previously announced plan of arrangement under the Canada Business Corporations Act. Pursuant to the transaction, TTNM Management Acquisition Ltd. (the purchaser) will acquire all of the issued and outstanding common shares, other than certain common shares owned by specified shareholders (the rolling shareholders), for cash consideration of $2.22 per common share, all as more particularly described in the circular. As part of the transaction, the rolling shareholders -- which include the company's largest shareholder, Trunkeast Investments Canada Ltd., its affiliates and members of senior management -- will exchange their common shares for an equal number of common shares in the capital of the purchaser.

Key highlights:

• The board of directors of Titanium (with interested directors abstaining from voting), acting on the unanimous recommendation of the special committee, unanimously recommends that shareholders (other than rolling shareholders) vote for the transaction.
• Shareholders are encouraged to vote well in advance of the proxy voting deadline of Friday, March 6, 2026, at 9 a.m. Toronto time.
• Shareholders who have questions or need assistance with voting their shares should contact Titanium's proxy solicitation agent and shareholder communications adviser, Laurel Hill Advisory Group, by e-mail at assistance@laurelhill.com or by texting "INFO" to or calling 1-877-452-7184 (North American toll-free) or 1-416-304-0211 (outside North America).

The mailing of the circular and accompanying materials to shareholders of record as of Jan. 30, 2026, has commenced and such materials are available under Titanium's SEDAR+ profile and on the company's website.

Unanimous special committee and board recommendations

Both the special committee of independent directors of Titanium and the company's board of directors (with interested directors abstaining from voting) unanimously determined, after receiving legal and financial advice, that the transaction is in the best interests of Titanium and that the consideration to be received by shareholders (other than rolling shareholders) is fair, from a financial point of view, to such shareholders. Accordingly, the board, upon the unanimous recommendation of the special committee, unanimously recommends that the shareholders (other than the rolling shareholders) vote for the transaction at the meeting.

Reasons for the transaction

In reaching their recommendation that the transaction is in the best interests of Titanium and that the consideration to be received by shareholders (other than rolling shareholders) is fair, from a financial point of view, to such shareholders, the special committee and the board carefully reviewed and relied on a number of factors, including, among others, the following:

• 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 (volume-weighted average price) of the common shares traded on the TSX for the period ended Jan. 14, 2026.
• All cash consideration, certainty of value and immediate liquidity: The consideration will be paid exclusively in cash and is not subject to any financing condition, which would provide shareholders (other than rolling shareholders) with certainty of value and immediate liquidity upon the closing of the transaction (and without incurring brokerage and other costs typically associated with market sales). The transaction offers particular benefit to such shareholders given the lack of liquidity in the common shares and the financial challenges facing the company and, more broadly, the trucking and logistics industry.
• Formal valuation and fairness opinion: The consideration is within the fair-market-value range for the common shares as determined by the special committee's financial adviser and independent valuator, National Bank Financial Inc. (NBF), in its formal valuation. Further, NBF delivered its fairness opinion to the effect that, subject to certain assumptions and limitations, the consideration is fair, from a financial point of view, to shareholders (other than rolling shareholders).
• Credibility and support of Trunkeast: Trunkeast, which the special committee determined is a creditworthy entity, has provided an unconditional guarantee in favour of the company of the purchaser's covenants and obligations under the arrangement agreement among the purchaser, Trunkeast and the company, dated Jan. 14, 2026, including the obligation to pay the consideration. Trunkeast and other rolling shareholders, who own directly or indirectly approximately 50.5 per cent of the outstanding common shares, have entered into voting and support agreements, pursuant to which they have agreed to vote their common shares in favour of the transaction.
• A bird in hand: The company has been in a process since June, 2024, to search for ways to find a liquidity event for its shareholders at an acceptable en bloc valuation. The transaction represents a financially fair opportunity for shareholders (other than the rolling shareholders) with a relatively low degree of completion risk. Not accepting the current proposal of the purchaser may increase the risk that no offer, or only an inferior one, is made available to the company and its shareholders.

A full description of the reasons and factors considered by the special committee and the board is set forth in the circular under the heading "The Arrangement -- Reasons for the Arrangement."

Details about Titanium's special meeting of shareholders

The meeting is scheduled to be held in person at the offices of Miller Thomson LLP, 40 King St. W, Suite 6600, Toronto, Ont., M5H 3S1, at 9 a.m. Toronto time on Tuesday, March 10, 2026. Shareholders of record as of the close of business on Jan. 30, 2026, are entitled to receive notice of and vote at the meeting. Shareholders are urged to vote well in advance of the meeting and, in any event, prior to the proxy voting deadline of 9 a.m. Toronto time on Friday, March 6, 2026.

The circular provides important information on the transaction and related matters, including voting procedures, how to attend the meeting and instructions for shareholders unable to attend the meeting. Shareholders are urged to read the circular and accompanying materials carefully and in their entirety.

Receipt of the interim order and the Competition Act approval

On Feb. 4, 2026, the Ontario Superior Court of Justice (Commercial List) granted an interim order providing for the calling and holding of the meeting and certain other procedural matters related to the meeting and the transaction. A copy of the interim order is included in the circular.

Additionally, on Feb. 4, 2026, an advance ruling certificate (ARC) was issued on behalf of the Commissioner of Competition under Section 102 of the Competition Act (Canada), which satisfies the Competition Act condition required under the arrangement agreement.

The anticipated hearing date for the application for the final order of the court is March 18, 2026. Subject to obtaining the required approval of shareholders at the meeting, the final order, and the satisfaction or waiver of the other conditions to implementing the transaction as set out in the arrangement agreement, the transaction is expected to close in late March, 2026.

Shareholder questions and voting assistance

Shareholders who have questions about the information contained in the circular or require assistance with the procedure for voting, including to complete the form of proxy, may contact Titanium's proxy solicitation agent and shareholder communications adviser, Laurel Hill Advisory Group.

Toll-free:  1-877-452-7184 (for shareholders in North America)

International:  1-416-304-0211 (for shareholders outside North America)

Text message:  text "INFO" to 416-304-0211 or 1-877-452-7184

By e-mail:  assistance@laurelhill.com

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 the top 500 companies in the inaugural Financial Times Americas' 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 trades under the symbol TTNMF on the OTCQX.

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