TRANSFORCE INC.
TSX : TFI

TRANSFORCE INC.

July 23, 2009 16:33 ET

TransForce Inc. Announces $37,440,000 Bought-Deal Equity Financing and $7,572,240 Concurrent Private Placement

MONTREAL, QUEBEC--(Marketwire - July 23, 2009) -

THIS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

TransForce Inc. ("TransForce" or the "Company") (TSX:TFI) announced today that it has entered into an agreement with a syndicate of underwriters led by National Bank Financial Inc. and Scotia Capital Inc. for the sale on a bought-deal basis of 6,400,000 common shares (the "Shares") from the treasury of the Company at a price of $5.85 per Share, for gross proceeds to the Company of approximately $37,440,000. The Shares will be offered by way of short form prospectus in each of the provinces of Canada, as well as in the United States under applicable private placement exemptions.

TransForce will grant an over-allotment option to the underwriters of the offering, entitling them to purchase, for a period of 30 days from the closing of the offering, up to 640,000 additional shares at the offering price of $5.85 per share, to cover over-allotments and for market stabilization purposes, if any.

TransForce also announces that Jolina Capital Inc., its principal shareholder, will enter into a subscription agreement with TransForce pursuant to which Jolina will purchase, concurrent with the closing of the "bought-deal" offering, a further 1,294,400 common shares from TransForce on a private placement basis, in order to maintain its ownership level of the outstanding shares of TransForce of approximately 16.82%. Jolina will purchase the shares at the bought-deal offering price, for proceeds to TransForce of approximately $7,572,240. In the event that the over-allotment option is exercised by the underwriters, Jolina will purchase further shares on a private placement basis in order to maintain its ownership level.

The net proceeds of the offering and concurrent private placement to Jolina Capital will be used by TransForce to reduce indebtedness and for general corporate purposes.

A preliminary short form prospectus will be filed in all provinces of Canada by July 29, 2009. The prospectus offering and concurrent private placement are subject to all standard regulatory approvals and are expected to close on or about August 13, 2009.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction. The Shares being offered have not been and will not be registered under the U.S. Securities Act of 1933 or state securities laws. Accordingly, the Shares may not be offered or sold to U.S. persons except pursuant to applicable exemptions from registration.

Profile

TransForce Inc. (www.transforce.ca) is the leader in Canada's transportation and logistics industry. Headquartered in Montreal, Quebec, TransForce creates value for shareholders through managing and investing in a growing network of wholly-owned, operating subsidiaries. TransForce provides a comprehensive and unique combination of capabilities, resources and geographical coverage in both domestic and trans-border markets. Its companies currently operate in four well-defined business segments:

- Less Than Truckload;

- Package and Courier;

- Specialized Services, which includes its ancillary transportation services such as logistics, warehousing & dedicated services, fleet management & personnel services; oilfield & oilsand services; and waste management;

- Truckload, which includes specialized truckload services.

TransForce Inc. shares are listed on the Toronto Stock Exchange under the symbol TFI.

Forward-Looking Statements

Except for historical information provided herein, this press release may contain information and statements of a forward-looking nature concerning the future performance of TransForce. These statements are based on suppositions and uncertainties as well as on management's best possible evaluation of future events. Such factors may include, without excluding other considerations, fluctuations in quarterly results, evolution in customer demand for TransForce's products and services, the impact of price pressures exerted by competitors, and general market trends or economic changes. As a result, readers are advised that actual results may differ from expected results.

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