Loopstra Nixon LLP advised TTNM Management Acquisition Limited on its going-private acquisition of Titanium Transportation Group Inc.

Loopstra Nixon LLP is pleased to have acted as Canadian legal counsel to TTNM Management Acquisition Limited and the management buyer group on the successfully completed going-private acquisition of Titanium Transportation Group Inc. (formerly TSX: TTNM; OTCQX: TTNMF), which closed on March 31, 2026.

Congratulations to our client, TTNM Management Acquisition Limited, and to the management team at Titanium on the successful completion of this landmark transaction. We were proud to advise on what is one of the more sophisticated management-led take-privates completed in the Canadian middle market in recent years.

The transaction, valued at approximately $105 million, was effected by way of a court-approved plan of arrangement under the Canada Business Corporations Act at $2.22 per common share in cash, representing a 41% premium to Titanium's pre-announcement closing price and a 42% premium to its 20-day volume-weighted average price. Following closing, Titanium has been delisted from the TSX and OTCQX and is exiting the public markets.

This was a true cross-disciplinary mandate. The transaction was structured as an insider bid and business combination subject to Multilateral Instrument 61-101 — Protection of Minority Security Holders in Special Transactions, requiring an independent special committee process, a formal valuation, majority of the minority shareholder approval and enhanced disclosure. Loopstra Nixon led principal commercial negotiations on behalf of the buyer group, structured the rollover arrangements for management and key employees, navigated the conflicts architecture inherent in any management-led take-private, secured Competition Act clearance and Canada Transportation Act approval, and shepherded the transaction through the management information circular, special meeting of shareholders, interim and final orders of the Ontario Superior Court of Justice (Commercial List), and ultimately closing and delisting, all on a 75-day deal calendar from announcement.

The Loopstra Nixon deal team was led by Allan Ritchie (Partner, Corporate, M&A, Tax & Securities), and included Ian Scarlett (Partner, Corporate), Matthew Grant (Partner, Securities), Michael Orlan (Partner, Securities), Tamara Watson (Partner, Litigation), Ahmed Shafey (Partner, Litigation), Bobbi-Ann Wallace (Partner, Competition), Althea Yip (Partner, Canada Transportation Act), Dylan Gervais (Associate, Tax) and Lily Modir (Associate, Corporate & Securities).

A tip of the hat to McCarthy Tétrault LLP, Miller Thomson LLP, Goodmans LLP, National Bank Financial Inc., Laurel Hill Advisory Group and TSX Trust Company, who rounded out the advisor lineup on the transaction.

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