Titanium Transportation Group Inc.

Titanium Transportation Group Inc.

November 21, 2014 08:00 ET

Titanium Transportation Group and Northeastern Group Announce Definitive Business Combination Agreement and Increase in Private Placement Financing

WOODBRIDGE, ONTARIO--(Marketwired - Nov. 21, 2014) - Titanium Transportation Group Inc. ("Titanium") and Northeastern Group Inc. ("Northeastern" or the "Company"), a reporting issuer in Ontario, are pleased to announce that Titanium and the Company, together with 9050400 Canada Inc. ("9050400"), have entered into a definitive agreement (the "Definitive Agreement") in connection with the potential business combination previously announced by the parties on October 21, 2014, that contemplates the acquisition of all of the issued and outstanding shares of Titanium and 9050400 by Northeastern (the "RTO"). Upon completion, the RTO will result in the reverse takeover of Northeastern by the shareholders of Titanium.

The shareholders of Titanium and 9050400 will receive common shares (or warrants, as applicable) of Northeastern (the "Northeastern Common Shares") in exchange for their common shares (or warrants, as applicable) of Titanium and 9050400 on a one-for-one basis. Prior to the RTO, and subject to shareholder approval, it is expected that: (i) Northeastern will convert approximately $93,000 of shareholder debt into Northeastern Common Shares and take steps to ensure that debt of approximately $21,731 owed by Northeastern to certain shareholders is repaid in cash; (ii) Northeastern will effect a consolidation of the Northeastern Common Shares issued and outstanding prior to the RTO, such that approximately 133,333 Northeastern Common Shares are issued and outstanding immediately prior to the closing of the RTO and (iii) Titanium will effect a subdivision of the Titanium common shares issued and outstanding prior to the closing of the RTO, such that approximately 23,600,000 Titanium common shares are issued and outstanding immediately prior to the closing of the RTO.

As previously announced, Titanium intends to complete a non-brokered private placement of subscription receipts in connection with the RTO (the "Private Placement"). The Definitive Agreement contemplates the issuance of subscription receipts for gross proceeds of a minimum of $3 million at a price of $1.50 per subscription receipt, and provides for an increase in the previously announced maximum amount of the Private Placement to gross proceeds of up to $6 million. Upon satisfaction of the relevant release conditions, each subscription receipt will be automatically exchanged for a unit of Titanium (a "Unit"), each such Unit being comprised of one common share and one warrant. Each warrant will entitle the holder to acquire a common share at the exercise price of $2.50 per share for a period of up to 36 months following the closing of the Private Placement, and will be subject to acceleration in certain events. Proceeds of the financing will be used to fund further acquisitions and for general working capital purposes.

About Titanium

Titanium is a leading asset-based transportation and logistics company servicing Canada and the United States, with over 625 trailers, 191 power units and 250 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 six 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.

The Definitive Agreement contemplates the satisfaction of several material conditions prior to the completion of the RTO, including the execution of an amalgamation agreement to effect the RTO, receipt of requisite shareholder, regulatory, corporate and third party approvals and completion of the Private Placement. There can be no assurance that the transaction will be completed as proposed or at all. Until these and other conditions are satisfied, the likelihood of closing the RTO is uncertain. Any information released or received with respect to the RTO may not be accurate or complete and should not be relied upon.

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 or the Company's financial position and results of operations as at and for the periods ended on certain dates and to present information about management'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 or the Company's future outlook and anticipated events, including the completion of the RTO and Private Placement, 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 or the Company. Particularly, statements regarding future results, performance, achievements, prospects or opportunities for Titanium or the Company or the industry in which they operate 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.

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, neither Titanium nor the Company undertake any 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.

Contact Information

  • Titanium Transportation Group Inc.
    Ted Daniel, CPA, CA
    Chief Executive Officer
    (905) 266-3011
    ted.daniel@ttgi.com