Titanium Transportation Group Inc.
TSX VENTURE : TTR

Titanium Transportation Group Inc.

November 25, 2015 07:00 ET

Titanium Transportation Group Announces the Acquisition of ProNorth Transportation

Acquisition to Increase Fleet Size by Over 30%

WOODBRIDGE, ONTARIO--(Marketwired - Nov. 25, 2015) - Titanium Transportation Group Inc. ("Titanium" or the "Company") (TSX VENTURE:TTR) is pleased to announce that it has received the approval of its board of directors to finalize definitive agreements to acquire ProNorth Transportation ("ProNorth"). The transaction is expected to close on December 1, 2015.

ProNorth is an asset-based transportation company based in North Bay, Ontario, with additional terminals in Mississauga and Sudbury, Ontario, and facilities in Timmins, Ontario.

ProNorth was founded by Brian Glass in 1986 and has a well-established customer base throughout Ontario. ProNorth provides truckload van shipping services to over 250 customers, with 110 power units, 280 trailers and 150 employees and independent owner operators. The acquisition of ProNorth will increase Titanium's fleet size by over 30%, to a total of over 450 power units and over 1,200 trailers.

Under the terms of the definitive purchase agreement, Titanium will acquire all of the stock of ProNorth for total cash consideration of $5.8 million and 1,750,000 common shares. Upon closing, ProNorth is expected to have approximately $1.7 million of cash on hand. The remaining $4.1 million of the cash consideration will be funded using Titanium's existing credit facilities. The shares of Titanium to be issued in connection with the transaction will be subject to a two-year escrow arrangement.

Titanium will also be purchasing certain real estate used in the operation of ProNorth for the aggregate purchase price of $2.5 million. The purchase of the real estate will be funded using $250,000 of cash on hand and a $2.25 million nine year interest-free vendor-take back financing agreement.

Mr. Ted Daniel, CEO of Titanium commented, "Titanium has a proven track record of acquiring asset-based transportation companies, extracting synergies, and implementing its leading edge technology. This acquisition expands Titanium's geographic profile in Northern Ontario, allows for synergies with Titanium's existing lanes and Bracebridge terminal, and creates a platform for growth in the region. In addition, ProNorth's dry van business is highly complementary to Titanium's existing flatbed business in Northern Ontario."

Mr. Brian Glass, CEO of ProNorth commented, "Titanium provides a unique and compelling opportunity to participate in the rapid growth of a new generation transportation company. We are excited to be joining the Titanium team."

ABOUT TITANIUM

Titanium is a leading asset-based transportation and logistics company servicing Canada and the United States, with approximately 350 power units, 1,000 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 seven consecutive years.

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 terms and completion of Titanium's proposed acquisition of Pro North (the "Acquisition") and the synergies and benefits expected from the Acquisition, as well as 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 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.

Contact Information