Titanium Transportation Group Inc.
TSX VENTURE : TTR

Titanium Transportation Group Inc.

April 16, 2015 07:30 ET

Titanium Transportation Group Commences Trading on the TSXV

WOODBRIDGE, ONTARIO--(Marketwired - April 16, 2015) - Titanium Transportation Group Inc. ("Titanium" or the "Company") (TSX VENTURE:TTR) is pleased to announce that its common shares are expected to commence trading on the TSX Venture Exchange ("TSXV") today, April 16, 2015, under the trading symbol "TTR".

Mr. Ted Daniel, CEO of Titanium commented:

"The TSXV listing is a significant milestone for Titanium as the Company embarks on a new phase of growth and consolidation. As a private company, Titanium completed seven asset-based acquisitions over the last four years including the highly accretive acquisition of Muskoka Transport Limited in March, 2105. Titanium has a pipeline of future acquisition targets in place and as a public company can now offer a further enhanced opportunity for vendors in the rapidly consolidating Canadian trucking industry.

We would also like to take this opportunity to thank all of our employees and drivers at Titanium. This includes the principals and employees of the companies we have acquired who remain an active and integral part of our business. Our strong corporate culture and best-in-class operating team is what allows us to continue to execute our growth and consolidation strategy successfully."

Titanium is also pleased to announce that it has retained the services of investor relations firm Kin Communications Inc. ("Kin"). Kin is one of Canada's leading full-service investor relations firms, with a proven track record of generating interest in their clients, building an active shareholder base, and solidifying communications that differentiates clients from their peers.

About Titanium

Titanium is a leading asset-based transportation and logistics company servicing Canada and the United States, with approximately 1,000 trailers, over 300 power units and over 400 employees. Titanium provides truckload, dedicated, and cross-border trucking services, freight logistics, and warehousing and distribution to over 600 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. Titanium, through predecessor entities, commenced operations as a provider of freight transportation services in 2002. The company was incorporated as "Titanium Transportation Group Inc." on April 17, 2013 under the Canada Business Corporations Act.

Directors and Officers of Titanium

Set forth below is information on each individual that currently serves a director or officer of Titanium.

Theodor (Ted) Daniel (Director and Chief Executive Officer): Mr. Daniel founded Titanium Logistics Inc. ("TLI"), a predecessor entity of the Company, in May of 2002. He began his career at KPMG LLP, where he completed his designation requirements. He then furthered his career at Schwartz Levitsky Feldman LLP in accounting, tax, and mergers and acquisitions corporate finance capacities. He then spent approximately 10 years on various turnaround assignments in a Chief Financial Officer capacity. Prior to the establishment of TLI, he worked as Chief Financial Officer of a mid-sized transportation company for six years, gaining extensive experience in the trucking industry. Mr. Daniel then established TLI and led Titanium to successful a partnership with the Zzen Group of Companies in 2007. His strong financial leadership and passion for efficiency via technology has resulted in Titanium being recognized by Profit Magazine as one of Canada's Fastest-Growing Companies for the past six consecutive years. Further, he has led the company to the successful completion of seven company acquisitions since April 2011. Mr. Daniel is a CPA, Chartered Accountant by profession and holds a BA (Computer Science) and a Honours BA (Business and Administrative Studies) from York University.

Luciano (Lu) Galasso (Director): Mr. Galasso is a Partner with the Zzen Group of Companies in Vaughan, Ontario. The Zzen Group owns and operates companies in land development, real estate, services, hospitality, and manufacturing sectors. He is the Chief Financial Officer for the manufacturing and service companies, and is responsible for financing and acquisitions for that sector. He is also asset manager for the international hospitality business. Prior to Zzen Group, he was a Vice President of Royal Group participating in the taxation and finance areas. He was a member of the "going public" transaction involving Royal Group, Royal Group's acquisition team, and responsible for implementing Royal Group's ownership structures for its international investments. Mr. Galasso is a CPA, Chartered Accountant and worked with Arthur Andersen prior to Royal Group. He is the President of the Meta Foundation, a charitable organization dedicated to people with special needs, and is a Director and fundraiser for the St. Christopher Children's Home, an orphanage on the Island of St. Kitts.

Ari Levy (Director): Mr. Levy is a Corporate Director, Private Investor, and/or Strategic Advisor to the chief executive officers of several early stage energy, resource, and disruptive technology growth companies. He was Vice President and Director of TD Asset Management ("TDAM") for 11 years, from 2002 to 2013. During his tenure he became the Lead Portfolio Manager for TD Energy, Resource and Precious Metals Funds, led the Resource team providing global analytical support for all TDAM active equity mandates, and was Co-Manager of the flagship TD Canadian Equity Fund. He joined TDAM in early 2002 as an Analyst, and to co-manage the TD Resource Funds. He took on the additional role of Product Specialist for all active equities into the institutional channel for several years beginning in 2007. Most recently, he also served as the Chair of the TDAM Engagement Committee. He continued to serve on the TD Waterhouse Private Giving Foundation Board of Directors through September 2014. Previously, he spent several years as the Global Energy, Industrials and Transportation/Autos Analyst for Goodman & Co. Investment Counsel and as the Co-Lead Analyst on several of their top performing sector funds. Prior to this, he was Senior Analyst, Canadian Equities for a major Canadian pension fund. He has been extensively involved in the education and training sector in finance and investment management. Mr. Levy is a graduate of the combined Law/MBA program (BCL, LL.B. and MBA) and has a BA (Economics) from McGill University. He is a CFA charter holder, a Certified Patent Valuation Analyst (CPVA), a Chartered Business Valuator (CBV) and a member in good standing of the Law Society of Upper Canada.

William (Bill) Chyfetz (Director): Mr. Chyfetz was Vice President and Secretary of Progressive Waste Solutions Ltd. (TSX: BIN) and its predecessors from July 2000 to September 2014. He was also General Counsel from July 2000 to July 2010 and Associate General Counsel from July 2010 to September 2014. While General Counsel, Mr. Chyfetz was involved in the listing of the company on the Toronto Stock Exchange in 2002, its conversion from an income trust in 2008, listing on the New York Stock Exchange in 2009 and approximately 40 acquisitions in Canada over that period. During his career at Progressive Waste Solutions Ltd., he was at times responsible for the Canadian Tax, Insurance and Human Resource functions. Mr. Chyfetz is a chartered accountant with a CPA, CA designation as well as a Barrister & Solicitor called to the Ontario bar. Mr. Chyfetz obtained his LL.B. from Osgoode Hall Law School and his B. Comm. from McGill University. Mr. Chyfetz was the 2010 Canadian General Counsel Awards Mid-Market Excellence Award recipient.

Katarzyna (Kasia) Malz (Chief Financial Officer): Ms. Malz joined Titanium in October 2014. Prior to joining Titanium, she was an assurance manager at William and Partners with extensive experience in quality control and tax compliance. She has years of experience with Titanium while at Williams and Partners as a consolidation specialist. She has been instrumental in developing resources to create efficiencies within the firm. Having taken steps toward her CBV designation, she has experience with business valuations. Ms. Malz is a CPA, Chartered Accountant and holds a Master of Accounting and an Honours Bachelor of Mathematics from the University of Waterloo.

Marilyn Daniel (Corporate Secretary and Vice President, Trucking Division): Ms. Daniel assisted in founding TLI in May of 2002. Her role has been fundamental in sales development, recruiting and development of internal processes for Titanium. Prior to the establishment of TLI, Ms. Daniel worked at the Ministry of the Attorney General for eight years. Her last position was as a policy analyst to the Assistant Deputy Minister. Since entering the transportation industry in 2002, she has completed her NATMI Director of Safety Certification from the University of Florida, and has completed level II of the CITT logistics management program. Her quest for knowledge and passion for challenge of regulations and insurance forums has led her to participate in national safety councils across Ontario. Most recently, she has been appointed to the Northbridge Insurance Best Practices Council. Northbridge Insurance recently purchased Markel Insurance, which was the largest transportation insurance provider in Canada. Through good management and dedication, she has successfully grown Titanium's fleet from one to presently over 200 power units. Ms. Daniel holds an Honours BA (Political Science/History) from the University of Toronto.

Douglas Billau (Vice President, Logistics Division): Mr. Billau is the Vice President of the Logistics Division at Titanium. He started with Titanium as an account executive in September 2004 and quickly became its top sales executive in 2005. He was promoted to his current position in 2007. During this time, he developed many of the sales strategies still used by its sales executives today. He hired and mentored a strong new sales team that has allowed the Logistics revenue to grow from $3.8 million in 2008 to approximately $25 million in 2014. He has also served as an information technology advisor and database programmer for numerous Titanium information technology projects, such as the Titanium warehouse management system, transportation costing software and training modules for sales associates. Prior to working in sales at Titanium, Mr. Billau was a Visual Basic and SQL Server programmer at ASI Technologies Inc. for two years. He also served as a member of the Tri-Committee for utilization of information technology for public works from 2002 to 2004. From 2000 to 2002, he worked as a computer programming instructor at CDI College. For 3 years prior to 2000, he was a manager at General Customs Brokers Inc. Mr. Billau is a Microsoft Certified Professional and college-trained computer programmer and holds a Programmer Analyst Diploma from CDI College.

The RTO and Private Placement

On April 1, 2015, Titanium (formerly Northeastern Group Inc.) closed its previously announced "three-cornered" amalgamation (the "RTO") under the provisions of the Canada Business Corporations Act, pursuant to which Titanium Transportation Group Holdings Ltd. ("OpCo"), 9050400 Canada Inc. ("CanCo") and a wholly-owned subsidiary of the Company amalgamated, the existing shareholders of OpCo and CanCo became shareholders of the Company, and the amalgamated entity continued as a subsidiary of the Company. In addition, the Company consolidated its issued and outstanding shares on the basis of 267:1 and changed its name from "Northeastern Group Inc." to "Titanium Transportation Group Inc."

Immediately prior to the RTO, the subscription receipts of OpCo that were issued pursuant to a previously announced private placement completed on December 19, 2014, were each automatically exchanged for one unit of OpCo, comprised of one common share and one common share purchase warrant of OpCo. Pursuant to the RTO, the OpCo units were exchanged for one Common Share and one Common Share purchase warrant (a "Warrant"). Each Warrant will entitle the holder to acquire a Common Share at an exercise price of $2.50 per share for a period of up to 36 months following the date the Common Shares are listed. The Warrants will be subject to accelerated expiry if the volume weighted average price of the Common Shares is no less than $3.00 per Common Share (subject to customary adjustments) for 20 consecutive trading days.

Kin will be paid $6,500 plus GST for an initial term of 12 months, and will be granted options to purchase an aggregate of 250,000 common shares of the Company, exercisable at $1.50 per common share. The options will vest at a rate of 20% on the grant date and 20% every six (6) months thereafter grant and will be exercisable for a period of 5 years. Other than the options, the Company has been advised that Kin and its principals do not currently own any securities of Titanium.

For further information regarding Titanium, please see the Company's listing application (the "Listing Application"), which has been filed on the Company's SEDAR profile at www.sedar.com. Subsequent to the filing of the Listing Application, the terms disclosed therein regarding the Company's services agreement with its significant shareholder, Trunkeast Investments Canada Limited, were modified to provide for monthly compensation of $5,000 and an initial term ending May 31, 2017.

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 listing of the common shares of the Resulting Issuer, 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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