TTNM Titanium Transportation Group Inc

Trunkeast Investments Canada Limited (“Trunkeast”) and De Zen Investments Canada Limited (“De Zen”), investment entities which Mr. Vic De Zen owns, controls and/or directs, announced today that, effective April 1, 2024, Trunkeast and De Zen directly purchased 356,370 common shares (the “Shares”) and 478,205 Shares, respectively, of Titanium Transportation Group Inc. (TSX: TTNM) (“Titanium” or the “Company”) by way of private share purchase agreement transactions (and not through the facilities of the Toronto Stock Exchange) (the “Transactions”). Under the Transactions, Trunkeast acquired the Shares (representing approximately 0.80% of the issued and outstanding Shares of Titanium) at a price of C$2.50 per Share and De Zen acquired the Shares (representing approximately 1.07% of the issued and outstanding Shares of Titanium), at a price of C$2.78 per Share, for total consideration of C$2,220,334.90.

Prior to the Transactions, on March 28, 2024 Trunkeast donated 356,370 Shares to Mackenzie Health Foundation for nil consideration. Prior to the Transactions and donation, Trunkeast and De Zen, along with the Zzen Group of Companies Limited, investment entities which Mr. Vic De Zen owns, controls and/or directs, directly or indirectly had beneficial ownership of, or control and/or direction over, an aggregate of 11,027,282 Shares of Titanium (comprised of Shares held directly or indirectly by De Zen, Trunkeast and their affiliated and associated entities) and Mr. Vic De Zen directly or indirectly had beneficial ownership of, or control and/or direction over, an additional 1,331,700 Shares, representing approximately 24.69% and 2.98%, respectively, of the Company’s issued and outstanding Shares. On a combined basis, prior to the Transactions and donation, De Zen, Trunkeast, Mr. Vic De Zen and their affiliated and associated entities (the “Trunkeast Shareholders”), directly or indirectly, had beneficial ownership of, or control and/or direction over, an aggregate of 12,358,982 Shares representing approximately 27.67% of the issued and outstanding Shares. Immediately following the Transactions and donation, the Trunkeast Shareholders directly or indirectly have beneficial ownership of, or control and/or direction over, an aggregate of 12,837,187 Shares of Titanium (comprised of Shares held directly or indirectly by De Zen, Trunkeast, Mr. Vic De Zen and their affiliated and associated entities), representing approximately 28.74% of the Company’s issued and outstanding Shares.

All references in this news release to the percentage of Shares issued and outstanding is based on the information contained in Company’s most recent management’s discussion and analysis for the three months and fiscal year ended December 31, 2023 dated March 18, 2024.

Trunkeast and De Zen completed the Transactions in reliance on the private agreement exemption from the formal bid requirements of National Instrument 62-104 – Take-Over Bids and Issuer Bids (“NI 62-104”) in section 4.2 of NI 62-104. Pursuant to the Transactions, the Shares were purchased from fewer than five sellers and at a price not greater than 115% of the market price, in each case as calculated pursuant to NI 62-104.

Subject to applicable securities laws, De Zen, Trunkeast, Mr. Vic De Zen and/or the other Trunkeast Shareholders may from time to time acquire additional Shares or dispose of Shares owned by them in the open market, by donation or private agreement or otherwise, depending on applicable laws, market conditions, investment needs, the business, performance and prospects of Titanium and other relevant factors.

The Trunkeast Shareholders will be filing an amended report on Form 62-103F1 – Required Disclosure under the Early Warning Requirements in accordance with National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which will also be available under Titanium’s SEDAR+ profile at www.sedarplus.com. The head office of Trunkeast is 100 Zenway Blvd., Woodbridge, Ontario, L4H 2Y7. For further information or a copy of the Trunkeast Shareholders’ early warning report, please contact Sydney De Zen at (905) 264-5962.