Titanium Transportation Group Inc. ("Titanium" or the "Company")
(TSX: TTNM) announces that the Toronto Stock
Exchange (the “TSX”) has accepted Titanium’s notice to make a
normal course issuer bid (the “Bid”) to purchase for cancellation
up to 2,242,765 common shares in the capital of the Company
(“Common Shares”) in total, being 5% of the issued and outstanding
Common Shares as at the date of Titanium’s notice to the TSX, to be
transacted through the facilities of the TSX. The actual number of
Common Shares that may be purchased pursuant to the Bid will be
determined by management of the Company (“Management”). The Bid
will commence on September 13, 2022 and will terminate on September
12, 2023, or such earlier time as the Bid is completed or
terminated at the option of Titanium.
Purchases pursuant to the Bid will be made by
Haywood Securities Inc. on behalf of the Company. Decisions
regarding the timing of purchases under the Bid will be determined
by Management based on market conditions, share price and other
factors. Management may elect to not purchase any Common Shares
under the Bid, or may elect to suspend or discontinue the Bid at
any time. Any purchases pursuant to the Bid will be financed from
the working capital of Titanium.
In accordance with the rules of the TSX
governing normal course issuer bids, the total number of Common
Shares the Company is permitted to purchase is subject to a daily
purchase limit of 8,695 Common Shares, representing 25% of the
average daily trading volume of Common Shares on the TSX calculated
for the six-month period ended August 31, 2022, being approximately
34,781 Common Shares. However, the Company may make one block
purchase per calendar week which exceeds the daily repurchase
restriction. The price that Titanium will pay for any Common Shares
under the Bid will be the prevailing market price on the TSX at the
time of such purchase.
The Board of Directors of Titanium believes that
the underlying value of the Company may not be accurately reflected
at times in the market price of the Common Shares. Accordingly, the
purpose of the Bid is to enhance long-term shareholder value
through the purchase and cancellation of Common Shares at a
discount to the underlying value of the Company. Furthermore, the
purchases by Titanium will help mitigate the dilutive effects of
any future potential issuances of additional Common Shares as
consideration for capital raises, joint ventures or asset
acquisitions.
A copy of the Form 12 (Notice of Intention to
Make a Normal Course Issuer Bid) filed with the TSX in connection
with the Bid can be obtained from the Company upon request without
charge.
As of the close of business on September 1, 2022
(being the date of Titanium’s aforementioned notice to the TSX
regarding the Bid), the Company had 44,855,302 Common Shares issued
and outstanding.
About Titanium
Titanium is a leading North American
transportation company with asset-based trucking operations and
logistics brokerages 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, logistics, and
warehousing and distribution to over 1,000 customers. In the U.S.
Titanium has established operations in Charlotte, Atlanta, Chicago,
Nashville, and Denver. In February 2021, Titanium completed its
largest acquisition since its founding, establishing Titanium as
the 12th largest Canadian transportation company. Titanium is a
recognized purchaser of asset-based trucking companies, having
completed twelve (12) transactions since 2011. Titanium ranked
among top 500 companies in the inaugural Financial Times Americas’
Fastest Growing Companies in 2020. The Company has been ranked by
Canadian Business as one of Canada's Fastest Growing Companies for
twelve (12) consecutive years. Titanium is currently listed on the
Toronto Stock Exchange under the symbol “TTNM".
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this news release constitute
"forward-looking information" within the meaning of applicable
Canadian securities legislation. Forward-looking statements and
information are provided for the purpose of providing information
about management's expectations and plans relating to the future.
All of the forward-looking information made in this news release is
qualified by the cautionary statements below and those made in our
other filings with the securities regulators in Canada.
Forward-looking information contained in forward-looking statements
can be identified by the use of words such as "are expected," "is
forecast," "is targeted," "approximately," "plans," "anticipates,"
"projects," "anticipates," "continue," "estimate," "believe" or
variations of such words and phrases or statements that certain
actions, events or results "may," "could," "would," "might," or
"will" be taken, occur or be achieved. All statements, other than
statements of historical fact, may be considered to be or include
forward-looking information. This news release contains
forward-looking information regarding, among other things, the
number of Common Shares to be purchased pursuant to the Bid and the
benefits of the Bid, including the enhancement of long term
shareholder value, Titanium's future outlook and anticipated
events, including the financial position, business strategy,
budgets, litigation, projected costs, capital expenditures,
financial results, taxes and plans and objectives of or involving
Titanium. The Company has made numerous assumptions with respect to
forward-looking information contained herein, including, among
other things, assumptions set forth in the AIF and the Company’s
most recent management’s discussion and analysis, as well as other
public disclosure documents that can be accessed under the issuer
profile of "Titanium Transportation Group Inc." on SEDAR at
www.sedar.com. Forward-looking information involves a number of
known and unknown risks and uncertainties, including among others:
the risk of Titanium not meeting the forecast plans regarding its
operations and financial performance; the impact of the COVID-19
pandemic on the Company’s business and results of operations, the
performances of domestic and international economies and their
effect on shipping volumes, weather conditions, labour relations,
pricing and competitors’ marketing activities and other risks
inherent to the transportation industry, which, if incorrect, may
cause actual results to differ materially from those anticipated by
the Company and described herein. Accordingly, readers should not
place undue reliance on forward-looking information.
The forward-looking information set forth herein reflects the
Company's reasonable expectations as at the date of this news
release and is subject to change after such date. The Company
disclaims any intention or obligation to update or revise any
forward-looking information, whether as a result of new
information, future events or otherwise, other than as required by
law. The forward-looking information contained in this news release
is expressly qualified by this cautionary statement.
This news release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the
securities in any State in which such offer, solicitation or sale
would be unlawful. The securities being offered have not been, nor
will they be, registered under the United States Securities Act of
1933, as amended, and may not be offered or sold in the United
States absent registration or an applicable exemption from the
registration requirements of the United States Securities Act of
1933, as amended, and applicable state securities laws.
CONTACT INFORMATION
Titanium Transportation Group Inc.Ted Daniel, CPA, CAChief
Executive Officer(905) 266-3011investors@ttgi.comwww.ttgi.com
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