/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
BOLTON, ON, March 31, 2021 /CNW/ - Titanium Transportation
Group Inc. ("Titanium" or the "Company") (TSXV: TTR),
along with Vic De Zen, Trunkeast Investments Canada Limited
("Trunkeast"), Ted Daniel and
Sodor Trucking Services Inc. ("Sodor", along with
Ted Daniel, Vic De Zen and
Trunkeast, the "Selling Shareholders"), are pleased to
announce that they have closed the previously announced public
offering (the "Offering") of 9,333,400 common shares (the
"Common Shares") of the Company, at a price of $3.75 per Common Share. Under the Offering,
6,666,400 Common Shares were issued from treasury by Titanium for
gross proceeds to the Company of $24,999,000 (the "Treasury Offering"), and
an aggregate of 2,667,000 Common Shares were sold for aggregate
gross proceeds to Trunkeast, Sodor, Ted
Daniel and Mackenzie Health Foundation of $10,001,250 (the "Secondary
Offering"). Prior to closing of the Offering, Mr. De Zen
donated 533,500 Common Shares to Mackenzie Health Foundation,
which in turn were sold under the Secondary Offering.
Mr. De Zen did not receive any proceeds from the sale of such
Common Shares.
The Offering was underwritten by a syndicate of investment
dealers led by Cormark Securities Inc., as lead underwriter and
sole bookrunner, and including Desjardins Securities Inc. and
Paradigm Capital Inc. (collectively, the
"Underwriters").
The net proceeds from the Treasury Offering are expected to be
used to pay down debt, and for working capital purposes, as more
particularly described in the short form prospectus of the Company
dated March 23, 2021, which is
available at Titanium's profile on SEDAR at www.sedar.com. The
Company did not receive any proceeds from the sale of Common Shares
associated with the Secondary Offering.
Immediately prior to the completion of the Offering, Trunkeast,
Vic De Zen and their affiliates (the "Trunkeast
Shareholders") exercised beneficial ownership and control over
14,099,045 Common Shares, representing approximately 38.0% of the
issued and outstanding Common Shares. Prior to closing of the
Offering, Mr. De Zen donated 533,500 Common Shares to Mackenzie
Health Foundation, which in turn were sold under the Secondary
Offering. As part of the Secondary Offering, Trunkeast sold
1,600,000 Common Shares. Immediately after the completion of the
Offering, the Trunkeast Shareholders exercised beneficial ownership
and control over 11,965,545 Common Shares, representing
approximately 27.35% of the issued and outstanding Common
Shares.
Immediately prior to the completion of the Offering, Sodor,
Ted Daniel and their affiliates (the
"Sodor Shareholders") exercised beneficial ownership and
control over 3,730,623 Common Shares, representing approximately
10.1% of the issued and outstanding Common Shares. As part of the
Offering, Ted Daniel and Sodor sold
533,500 Common Shares under the Secondary Offering. Immediately
after the completion of the Offering, the Sodor Shareholders
exercised beneficial ownership and control over 3,197,123 Common
Shares, representing approximately 7.3% of the issued and
outstanding Common Shares.
Subject to applicable securities laws, the Trunkeast
Shareholders and the Sodor Shareholders, respectively, may, from
time to time and at any time, acquire additional Common Shares in
the open market or otherwise, and reserve the right to dispose of
Common Shares owned by them in the open market or otherwise at any
time and from time to time depending on contractual hold periods,
market conditions and other relevant factors.
The Trunkeast Shareholders and the Sodor Shareholders,
respectively, have prepared and filed a report containing the
information required by Form 62-103F1 - Required Disclosure
under the Early Warning Requirements in connection with the
matters referred to in this press release. For further information
or a copy of the Trunkeast Shareholders' report, please contact
Sydney De Zen, at (905) 264-5962. For further information or a copy
of the Sodor Shareholders' report, please contact Ted Daniel at (416) 266-3011.
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. The securities mentioned herein
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 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, including the expected use
of proceeds from the Treasury Offering, 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.