Titanium Transportation Group Inc. ("Titanium" or the "Company")
(TSXV:TTR), a leading provider of transportation and logistics
services throughout North America, is pleased to announce it has
completed the acquisition of Bert and Son’s Cartage Limited
(“B&S Cartage”), based in Brantford, Ontario (the
“Acquisition”).
“This Acquisition provides an exceptional
opportunity for Titanium to further expand our platform to better
serve our existing and new Canadian and U.S. cross-border customers
in a high-growth market,” said Ted Daniel, President and CEO,
Titanium Transportation. “B&S Cartage is a strategic fit for
Titanium as its facilities, including warehousing and approximately
eight acres of land, are less than one mile from Titanium’s
existing Brantford terminal and other former ITS facilities. With
these combined assets now secured, we have the geographic footprint
and a permanent home to expand operations and support this growing
market.”
Titanium first began operations in Brantford
nearly 10 years ago and the area has become an important geographic
and growth market for the Company.
Established in 1947, B&S Cartage has been a
family operated business in Brantford for the last 75 years,
specializing in truckload, warehousing, distribution, and
specialized logistics solutions within Ontario as well as
transborder to/from the United States, serving long-standing AAA+
quality customers across the retail, consumer goods, food and
beverage, industrial and commercial supply sectors. B&S Cartage
brings approximately 40 dedicated drivers and staff to the Titanium
team. Additionally, Darin DeRosse and Michelle DeRosse, third
generation owner-operators with deep expertise and customer
relationships, will join the Titanium management team and become
proud shareholders.
Ted Daniel added, “We are pleased to welcome the
entire Bert and Son’s Cartage team to Titanium Transportation.
Together we will drive the business forward, achieve operating
synergies, maximize opportunities within our combined customer base
and geographic footprint to expand our Canadian and U.S. cross
border business, add future growth and create shareholder
value.”
As partial consideration in connection with the
Acquisition, 400,000 common shares of Titanium were issued (the
“Consideration Shares”) at a deemed value of $3.75 per
Consideration Share. The Consideration Shares are subject to
contractual lock-up, and will be released as follows: (i) 75,000
Consideration Shares on June 30, 2022; (ii) 75,000 Consideration
Shares on December 31, 2022; (iii) 50,000 Consideration Shares on
June 30, 2023; (iv) 50,000 Consideration Shares on December 31,
2023; (v) 50,000 Consideration Shares on June 30, 2024; (vi) 50,000
Consideration Shares on December 31, 2024; and (vii) 50,000
Consideration Shares on June 30, 2025. Pursuant to applicable
Canadian securities laws, the Consideration Shares are also subject
to a hold period of four months and one day, expiring on May 5,
2022. The Acquisition remains subject to final approval of the TSX
Venture Exchange. The Acquisition was completed today, January 4,
with an effective closing date of January 1, 2022.
About Titanium
Titanium is a leading asset-based transportation
and logistics company servicing Canada and the United States, with
approximately 800 power units, 3,000 trailers and 1,100 employees
and independent owner operators. Titanium provides truckload,
dedicated, and cross-border trucking services, freight logistics,
and warehousing and distribution to over 1,000 customers. In
February 2021, Titanium completed its strategic acquisition of
International Truckload Services Group, establishing Titanium among
the largest Canadian transportation companies. Titanium is a
recognized consolidator of asset-based transportation companies in
Ontario, having completed eleven (11) asset-based trucking
acquisitions since 2011. Titanium has also been ranked by Canadian
Business (formerly PROFIT magazine) as one of Canada's Fastest
Growing Companies for twelve (12) 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 future acquisitions, the
availability of credit, 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 TSX-V nor its Regulation Services Provider (as that
term is defined in the policies of the TSX-V) accepts
responsibility for the adequacy or accuracy of this release.
CONTACT INFORMATION
Titanium Transportation Group Inc.Ted Daniel, CPA, CAChief
Executive Officer(905) 266-3011ted.daniel@ttgi.comwww.ttgi.com
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