Titanium Transportation Completes Strategic Acquisition of International Truckload Services Group; Ramps up 2021 Revenue Guidance to $330 Million

• Strategic acquisition of International Truckload Services Group (ITS) is highly complementary to Titanium's existing truckload service offering, delivers immediate and significant increase in revenue and EBITDA and establishes Titanium among the top 12 largest Canadian transportation companies ⁽¹⁾
• As a result of the acquisition combined with forecast organic growth, Titanium expects its 2021 revenue to be approximately $330 million and EBITDA to be $33 million
• The addition of ITS' assets, geographical footprint and established customer base provides scale and enhances capacity, uniquely positioning Titanium to capitalize on the $850 billion⁽²⁾ North American freight market
  
  

BOLTON, Ontario, Feb. 05, 2021 (GLOBE NEWSWIRE) -- Titanium Transportation Group Inc. ("Titanium" or the "Company") (TSX VENTURE:TTR) is pleased to announce that it has acquired the shares of (ITS).

Founded in 1986, and based in Belleville, ON, ITS is Canada's 22nd largest carrier, according to the Today's Trucking . The company provides logistics and truckload solutions to a diverse, well-established and long-standing customer base in southern Ontario, Quebec and the United States, with a focus on food products, industrial commodities and general freight.

ITS generates approximately $80 million in annualized revenue, operating over 330 power units and 1,600 trailers, led by a team of 470 employees and owner-operators.

"We are excited to welcome ITS into Titanium and to commence this year with a strategic acquisition that delivers immediate accretive growth, significantly expands our footprint, enhances our service offering and positions us to capitalize on a robust North American freight market," said Ted Daniel, CEO, Titanium Transportation Group. "ITS' operations are highly complementary to our existing platform with similar geographical coverage and service offerings. With Titanium's best-in-class technology we will create meaningful synergies and enhancements for ITS employees, drivers, customers and vendors. These improvements will enable us to create greater value for our shareholders."

Under the terms of the agreement Titanium has acquired all the shares of ITS for considerations of approximately $60.5 million (the "Acquisition"). The Acquisition will include cash considerations and assumption of net debt, subject to closing adjustments.

"This acquisition marks an important milestone in our growth strategy that will create value for many years to come," added Daniel. "We have remained disciplined in our approach to evaluating and executing on various growth opportunities and continue to have a strong pipeline of strategic organic and M&A opportunities."

Rob Haggerty, President of ITS Group, founded by his father, Max Haggerty, commented, "I am extremely excited ITS Group will be joining a world class company like Titanium and for the tremendous opportunity it presents for our dedicated employees, drivers, customers and suppliers."

"The recent passing of my father, and the absence of a next generation to carry on the family business, made me think about the future. Dad always said the most important asset at ITS is our employees. I am confident that joining the Titanium family will enable our employees, and company, to continue building on our past success for many years to come."

Advisors

Left Lane Associates serves as the acquisition advisor and Loopstra Nixon LLP acting as legal advisor to Titanium Transportation Group.

Ted Daniel said, "Special thanks to Left Lane Associates for their instrumental role in this acquisition. Their expertise and reputation in the industry was a vital component in the success of this transaction."

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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 (including ITS). Titanium provides truckload, dedicated, and cross-border trucking services, freight logistics, and warehousing and distribution to over 1,000 customers. Titanium is a recognized consolidator of asset-based transportation companies in Ontario, having completed eleven 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.

NON-IFRS FINANCIAL MEASURES

The following financial measures do not have any standardized meaning under IFRS and may not be comparable to similar measures employed by other companies:

"Earnings before interest, income taxes, depreciation and amortization" ("EBITDA") is calculated as net income before depreciation, amortization, asset impairments, gains or losses on the sale of equipment, finance income and costs, gains or losses on foreign exchange, income tax expense, transaction costs and reverse takeover costs.

Management of the Company believes that these financial measures are useful for investors and other readers, when used in conjunction with other IFRS financial measures, as they are measurers used internally by management to evaluate performance. However, these financial measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of financial performance prepared in accordance with IFRS.

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 including Titanium’s organic earnings growth and its plans for future locations in the U.S., which may vary materially from expectations. 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 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

Titanium Transportation Group Inc.

Ted Daniel, CPA, CA

Chief Executive Officer

(905) 266-3011