Titanium Transportation Group Inc. ("Titanium" or the "Company")
(
TSX:TTNM, OTCQX:TTNMF), 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
2,236,184 common shares in the capital of the Company
(“
Common Shares”) in total, being 5% of the issued
and outstanding Common Shares as at the day prior to 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 October
18, 2023 and will terminate on October 17, 2024, 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
Canaccord Genuity Corp. (“Canaccord”) 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 8,024 Common Shares, representing 25% of the
average daily trading volume of Common Shares on the TSX calculated
for the six-month period ended September 30, 2023, being
approximately 32,098 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 October 5, 2023
(being the day prior to Titanium’s aforementioned notice to the TSX
regarding the Bid), the Company had 44,723,685 Common Shares issued
and outstanding.
Under the Company’s previous Bid, which had
started on September 13, 2022, and ended on September 12, 2023, up
to 2,242,765 Common Shares were approved for purchase through the
facilities of the TSX, and the Company ultimately purchased 723,970
Common Shares at an average price of approximately $2.7015.
Automatic Securities Purchase
Plan
In connection with the Bid, Titanium has entered
into an Automatic Securities Purchase Plan
(“ASPP”) with Canaccord. The ASPP is intended to
allow for the purchase of Common Shares under the Bid when Titanium
would ordinarily not be permitted to purchase Common Shares due to
regulatory restrictions and customary self-imposed blackout
periods.
Pursuant to the ASPP, Titanium has provided
instructions to the designated broker to make purchases under the
Bid in accordance with the terms of the ASPP, which may not be
varied or suspended during the term of the ASPP. Such purchases
will be determined by the designated broker at its sole discretion
based on purchasing parameters set by Titanium in accordance with
the rules of the TSX, applicable securities laws and the terms of
the ASPP. Common Shares will be purchased through the facilities of
the TSX or through a Canadian alternative trading system. The ASPP
has been pre-cleared by the TSX and will be implemented on October
18, 2023, and if not terminated sooner based on the terms of the
ASPP, will end on October 17, 2024.
Outside of pre-determined blackout periods,
Common Shares may be purchased under the Bid based on management’s
discretion, in compliance with TSX rules and applicable securities
laws. All purchases made under the ASPP will be included in
computing the number of Common Shares purchased under the Bid.
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 1000 power units, 3,300 trailers and 1,300 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 both asset-based and brokerage operations
in Canada and the U.S. with eighteen (18) locations. Titanium is a
recognized purchaser of asset-based trucking companies, having
completed thirteen (13) transactions since 2011. Titanium ranked
among top 500 companies in the inaugural Financial Times Americas’
Fastest Growing Companies in 2020. The Company was ranked by
Canadian Business as one of Canada's Fastest Growing Companies for
eleven (11) consecutive years. For three (3) consecutive years,
Titanium has also been ranked one of Canada’s Top Growing Companies
by the Globe and Mail’s Report on Business of Canada. Titanium is
currently listed on the Toronto Stock Exchange under the symbol
“TTNM" and “TTNMF” on the OTCQX.
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
For Investors James Bowen,
CFA416-519-9442James.Bowen@loderockadvisors.com
Titanium Transportation (TSX:TTNM)
過去 株価チャート
から 4 2024 まで 5 2024
Titanium Transportation (TSX:TTNM)
過去 株価チャート
から 5 2023 まで 5 2024