In the Matter of the Securities Legislation of Ontario (the "Jurisdiction")
and
In the Matter of the Process for a Cease to be a Reporting Issuer Applications
and
In the Matter of Titanium Transportation Group Inc. (the "Filer")
Order
Background
The principal regulator in the Jurisdiction has received an application from the Filer for an order under the securities legislation of the Jurisdiction of the principal regulator (the "Legislation") that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the "Order Sought").
Under the Process for Cease to be a Reporting Issuer Applications (for a passport application):
(a) the Ontario Securities Commission is the principal regulator for this application; and
(b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 – Passport System ("MI 11-102") is intended to be relied upon in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Prince Edward Island and Saskatchewan.
Interpretation
Terms defined in National Instrument 14-101 – Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined.
Representations
This order is based on the following facts represented by the Filer:
Titanium Transportation Group Inc. ("Predecessor Titanium") was incorporated under the Canada Business Corporations Act (the "CBCA") on July 11, 1989 and subsequently became a reporting issuer in the Reporting Jurisdictions (as defined herein), and, thereafter, Predecessor Titanium and Trunkeast Investments Canada Limited were amalgamated on March 31, 2026 under the CBCA to continue as the Filer, which is a reporting issuer in each of Ontario, Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Prince Edward Island and Saskatchewan (collectively, the "Reporting Jurisdictions").
The Filer's registered and head office is located at 32 Simpson Road, Bolton, Ontario, L7E 1G9.
The authorized capital of the Filer consists of an unlimited number of common shares (the "Common Shares") and an unlimited number of preferred shares (the "Preferred Shares", and together with the Common Shares, the "Shares"), of which 24,403,352 Common Shares and 22,522,523 Preferred Shares were outstanding as of April 2, 2026.
On January 14, 2026, Predecessor Titanium entered into an arrangement agreement (the "Arrangement Agreement") with TTNM Management Acquisition Limited (the "Purchaser") and Trunkeast Investments Canada Limited (the "Parent"), pursuant to which the Purchaser would acquire all of the issued and outstanding common shares in the capital of Predecessor Titanium (the "Predecessor Common Shares"), other than the Predecessor Common Shares owned by the Parent and its affiliated entities, and other shareholders comprised of certain directors, executive officers and key employees of Predecessor Titanium (collectively, the "Rollover Shareholders"), for cash consideration of $2.22 per Predecessor Common Share (the "Cash Consideration"), by way of a court-approved plan of arrangement under section 192 of the CBCA (the "Arrangement"). The Rollover Shareholders would transfer their Predecessor Common Shares to the Purchaser in exchange for an equal number of common shares in the capital of the Purchaser (the "Rollover Consideration").
On January 15, 2026, Predecessor Titanium issued a news release, publicly announcing the Arrangement Agreement.
On February 4, 2026, the Ontario Superior Court of Justice (Commercial List) issued an interim order (the "Interim Order") authorizing the special shareholders' meeting on March 10, 2026, to consider the Arrangement.
Predecessor Titanium distributed the meeting materials (which included, among other things, the management information circular, notice of meeting, form of proxy, voting instruction form and letter of transmittal) on February 13, 2026, to the holders of Predecessor Common Shares (the "Shareholders"), as well as the Director appointed under the CBCA, in connection with the special meeting of the Shareholders that took place on March 10, 2026 (the "Meeting") to consider the Arrangement, in accordance with the Interim Order.
Shareholder approval of the Arrangement was obtained by Predecessor Titanium at the Meeting, whereby: (i) holders of 98.82% of the Predecessor Common Shares represented at the Meeting voted in favour of resolutions to approve the Arrangement; and (ii) holders of 95.51% of the Predecessor Common Shares represented at the Meeting whose votes may be included in determining if minority approval is obtained pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions voted in favour of resolutions to approve the Arrangement. Shareholders holding an aggregate of 31,948,952 Predecessor Common Shares, representing 68.666% of all issued and outstanding Predecessor Common Shares, were present, in person or by proxy, at the Meeting.
On March 18, 2026, the Ontario Superior Court of Justice (Commercial List) issued the final order approving the Arrangement.
The Arrangement was completed on March 31, 2026. As a result of the Arrangement, all Predecessor Common Shares were transferred to the Purchaser in exchange for the Cash Consideration and Rollover Consideration, as applicable, resulting in the Purchaser becoming the sole shareholder of Predecessor Titanium.
On March 31, 2026, immediately after the effective time of the Arrangement, Predecessor Titanium and the Purchaser amalgamated as one corporation under the CBCA to form the Filer, which was named "Titanium Transportation Group Inc." (the "Amalgamation").
Pursuant to the Amalgamation: (i) each common share in the capital of the Purchaser was converted into one Common Share; (ii) each preferred share in the capital of the Purchaser was converted into one Preferred Share; and (iii) all Predecessor Common Shares were cancelled without any repayment of capital or payment of any other consideration in respect thereof.
Upon completion of the Amalgamation, the Filer became a "reporting issuer" in Ontario by operation of subparagraph (e) of the definition of "reporting issuer" under the Securities Act (Ontario), as the Filer is the company whose existence continued following the exchange of securities in connection with the Arrangement and Amalgamation, and Predecessor Titanium had been a reporting issuer for at least twelve months prior to the Effective Date.
Prior to the Arrangement, the Parent owned approximately 23.5% of the Predecessor Common Shares. As of the date of this order, the Parent owns approximately 44.94% of the Common Shares and 100% of the Preferred Shares, and the other 48 Rollover Shareholders, as a group, own approximately 55.06% of the Common Shares.
In connection with the Amalgamation, the Rollover Shareholders entered into a unanimous shareholders agreement, which became effective upon the closing of the Amalgamation. Such unanimous shareholders agreement includes private company restrictions on the transfer of Shares, as contemplated by section 2.4 of National Instrument 45-106 – Prospectus Exemptions and consistent with a company intending to cease to be a reporting issuer.
The Rollover Shareholders are comprised solely of members of management of the Filer, certain directors and key employees of the Filer, and persons known directly by management and/or directors of the Filer. All of the 49 Rollover Shareholders are resident in Ontario.
The Filer is not eligible to surrender its status as a reporting issuer pursuant to the simplified procedure under section 19 of National Policy 11-206 – Process for Cease to be a Reporting Issuer Applications as the Common Shares are not beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and that the Filer failed to file its audited financial statements, accompanying management discussion and analysis and certification of the foregoing filings, along with its annual information form for the year ended December 31, 2025 (collectively, the Filings), which were due on March 31, 2026 in accordance with National Instrument 51-102 – Continuous Disclosure Obligations.
The Filer issued a news release on March 31, 2026 advising the Shareholders that the Filer has provided the Toronto Stock Exchange (the "TSX") with the information and materials requested by the TSX to effect the delisting of the Common Shares from the TSX and has applied to have the Common Shares delisted from the OTCQX, and that the Filer will apply under applicable Canadian securities laws to cease to be a reporting issuer in each of the Reporting Jurisdictions.
The Common Shares were delisted from trading on the TSX following the close of trading on April 2, 2026, and delisted from the OTCQX on April 2, 2026.
The Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 – Issuers Quoted in the U.S. Over-the-Counter Markets.
No securities of the Filer, including debt securities, are traded in Canada or another country on a "marketplace" as defined in National Instrument 21-101 – Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported.
The Filer is applying for an order that the Filer has ceased to be a reporting issuer in all of the jurisdictions of Canada in which it is a reporting issuer.
The Filer has no intention to seek public financing by way of an offering of securities.
The Filer is not in default of securities legislation in any jurisdiction, except for its failure to file the Filings.
The Filer is not required to obtain any consents or approvals to cease to be a reporting issuer in any jurisdiction other than the Order Sought.
Upon the granting of the Order Sought, the Filer will not be a reporting issuer or the equivalent in any jurisdiction of Canada.
Order
The principal regulator is satisfied that the order meets the test set out in the Legislation for the principal regulator to make the order.
The decision of the principal regulator under the Legislation is that the Order Sought is granted.
DATED at Toronto on this 10th day of April, 2026
"David Surat"
David Surat Associate Vice-President, Corporate Finance Ontario Securities Commission
OSC File #: 2026-150