Titanium Transportation Group Inc.
TSX VENTURE : TTR

Titanium Transportation Group Inc.

June 17, 2015 08:59 ET

Titanium Transportation Group Announces C$10 Million Bought Deal Private Placement Financing

WOODBRIDGE, ONTARIO--(Marketwired - June 17, 2015) -

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

Titanium Transportation Group Inc. (TSX VENTURE:TTR) ("Titanium" or the "Company") announced today that it has entered into an agreement with a syndicate of underwriters led by GMP Securities L.P. and including Cormark Securities Inc., Desjardins Securities Inc., Mackie Research Capital Corporation and Salman Partners Inc. (collectively, the "Underwriters"), pursuant to which the Underwriters have agreed to purchase, on a bought deal private placement basis, 3,510,000 units (the "Units") of the Company, at a price of $2.85 per Unit (the "Offering Price") for aggregate gross proceeds to Titanium of $10,003,500 (the "Offering").

The Company has also agreed to grant the Underwriters an over-allotment option to purchase up to an additional 526,500 Units at the Offering Price, exercisable in whole or in part, up to 48 hours prior to the Closing Date. If this option is exercised in full, an additional $1,500,525 will be raised pursuant to the Offering and the aggregate gross proceeds of the Offering will be $11,504,025.

Each Unit of the Offering is comprised of one common share of the Company and one half of one common share purchase warrant (each whole common share purchase warrant, a "Warrant" and together, the "Warrants"). Each Warrant shall be exercisable for a period of 24 months following the Closing Date at an exercise price of $3.50 per share.

The net proceeds from the Offering are expected to be used to fund equipment purchases, future acquisitions, working capital and for general corporate purposes. The Offering is expected to close on or about July 7, 2015 (the "Closing Date") and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange (the "Exchange").

The Units will be sold in all of the provinces and territories of Canada on a private placement basis pursuant to "accredited investor" exemptions under National Instrument 45-106 and certain other available and agreed upon exemptions. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. 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 State in which such offer, solicitation or sale would be unlawful.

About Titanium

Titanium is a leading asset-based transportation and logistics Corporation servicing Canada and the United States, with over 325 power units, approximately 1,100 trailers and over 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 Information

This news release may contain forward-looking statements (within the meaning of applicable securities laws) relating to business of Titanium and the environment in which it operates. Forward-looking statements are identified by words such as "believe", "anticipate", "expect", "intend", "plan", "will", "may" and other similar expressions. These statements are based on the Company's expectations, estimates, forecasts and projections and include statements relating to the completion of the Offering and the use of proceeds from the Offering. They are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. These risks and uncertainties are discussed in the Company's regulatory filings available on SEDAR at www.sedar.com. There can be no assurance that forward-looking statements will prove to be accurate as actual outcomes and results may differ materially from those expressed in these forward-looking statements. Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, a forward-looking statement speaks only as of the date on which such statement is made. Except as required by applicable law, the Company undertakes no obligation to publicly update any such statement or to reflect new information or the occurrence of future events or circumstances.

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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