Titanium Transportation Group Inc.

Titanium Transportation Group Inc.

August 14, 2015 16:30 ET

Titanium Enters Into Lease for New Head Office

WOODBRIDGE, ONTARIO--(Marketwired - Aug. 14, 2015) - Titanium Transportation Group Inc. ("Titanium" or the "Company") (TSX VENTURE:TTR) is pleased to announce that it has entered into a lease with Caledon First Investments Limited ("Caledon"). Pursuant to the Lease, Caledon is responsible for constructing a new facility at 12725 Coleraine Drive, Caledon, Ontario that will accommodate Titanium's head office operations and that will include an integrated yard, warehousing and mechanical shop (the "New Titanium Facility").

The Lease provides for the lease by Caledon to Titanium of the New Titanium Facility, comprising 68,900 square feet of gross floor area, for an initial term of 15 years. The commencement date of the fixturing portion of the Lease is August 1, 2016, and the Lease itself will commence on October 1, 2016 and continue in effect until September 30, 2031. The Lease provides for monthly rental payments commencing at approximately $160,000 in the first year of the lease and escalating through the term of the Lease to approximately $220,000 in the fifteenth year of the Lease.

Caledon is a "related party" of Titanium under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), as it is an affiliate of a significant shareholder of the Company, and the Lease is therefore a "related party transaction" under MI 61-101. An exemption from the minority approval and valuation requirements of MI 61-101 is available under 5.5(d)(ii) and 5.7(c) thereof if the Lease is made on reasonable commercial terms that, considered as a whole, are not less advantageous to the issuer than if the lease was with a person dealing at arm's length. An independent committee of the Company's board of directors was formed to confirm the availability of these exemptions and approve the terms of the Lease pursuant to Titanium's Related Party Transaction Policy & Procedure. The independent committee retained independent legal counsel, a real estate valuation advisor and a project control advisor to assess the commercial reasonableness of the terms of the Lease, and based on their favorable advice, approved the Lease and confirmed that the above-noted exemptions under MI 61-101 can be relied upon by the Company.

About Titanium

Titanium is a leading asset-based transportation and logistics company servicing Canada and the United States, with approximately 350 power units, 1,100 trailers and 400 employees and independent owner operators. Titanium provides truckload, dedicated, and cross-border trucking services, freight logistics, and warehousing and distribution to over 800 customers. Titanium is a recognized consolidator of asset-based transportation companies in Ontario, having completed seven asset-based trucking acquisitions since 2011. Titanium has also been ranked by PROFIT magazine as one of Canada's Fastest Growing Companies for six 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, 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. Particularly, statements regarding the construction of the New Facility and the terms of the Lease as well as the future results, 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.

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