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/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.
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.
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