Titanium Transportation Group Inc.

Titanium Transportation Group Inc.

April 02, 2015 14:09 ET

Titanium Transportation Group Receives TSXV Conditional Approval for Listing and Completes RTO

WOODBRIDGE, ONTARIO--(Marketwired - April 2, 2015) - Titanium Transportation Group Inc. ("Titanium" or the "Company") is pleased to announce it has received conditional approval for the listing of its common shares (the "Common Shares") from the TSX Venture Exchange ("TSXV").

The Common Shares are expected to commence trading on the TSXV on or about April 14th, 2015, under the trading symbol "TTR", subject to the Company fulfilling all of the conditional listing requirements of the TSXV. For further information, please see the Company's listing application, which has been filed on the Company's SEDAR profile at www.sedar.com.

Mr. Ted Daniel, CEO of Titanium commented:

"Titanium has completed seven acquisitions over the last four years and has a proven track record of consolidating and integrating asset-based transportation companies. As a publicly traded company, Titanium will offer a further enhanced exit strategy for vendors in the rapidly consolidating Canadian trucking industry. The majority of our employees and drivers subscribed to our recent private placement and can now participate in the future growth of Titanium."

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.

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.

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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