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Wheels to Combine with Radiant Logistics

Company Press Release

TORONTO, Ontario, January 20, 2015 – Wheels Group Inc. (“Wheels” or the “Company”) (TSXV: WGI) today announced that it has entered into an arrangement agreement (the “Arrangement Agreement”) with Radiant Logistics, Inc. (“Radiant”) (NYSE MKT: RLGT) and its wholly-owned subsidiary, Radiant Global Logistics ULC (the “Purchaser”), pursuant to which the Purchaser has agreed, subject to the terms and conditions of the Arrangement Agreement, including approval by the shareholders of Wheels, to acquire all of the outstanding common shares of Wheels by way of a court-approved arrangement (the “Arrangement”). Pursuant to the Arrangement, the shareholders of the Company are entitled to receive consideration of CAD$0.77 per common share (the “Consideration”). The shareholders of the Company may elect to receive as consideration cash and/or shares of common stock of Radiant (“Radiant Shares”), subject to the restriction noted below. The Arrangement is expected to close early in the second calendar quarter of 2015, subject to regulatory and court approval, Wheels’ shareholder approval and other customary closing conditions, as more particularly described in the Arrangement Agreement.

For the purposes of determining the consideration payable to holders of common shares of the Company, each Radiant Share will be valued at USD$4.25, and each common share of the Company will entitle the holder thereof to elect to receive either CAD$0.77 in cash or 0.151384 of a Radiant Share. If the holders of common shares of the Company elect to receive, in the aggregate, greater than 6,900,000 Radiant Shares, the number of Radiant Shares will be prorated among the Wheels shareholders electing to receive Radiant Shares and the balance of the consideration will be paid in cash. Notwithstanding the foregoing, all minority shareholders of Wheels (being all shareholders other than the Locked-up Securityholders (as defined below)) shall be afforded the right to elect to receive (i) all of their consideration in cash, (ii) all of their consideration in the form of Radiant Shares, or (iii) any combination of cash and Radiant Shares.

The Consideration represents a 27.6% premium to the 20-day volume weighted average price of the common shares of Wheels on the TSX Venture Exchange (“TSXV”) as of January 19, 2015 and a 35.1% premium to the closing price of the Wheels’ common shares on the TSXV, immediately prior to the announcement of the Arrangement.

In connection with financing the Arrangement, Radiant has obtained commitment letters with each of Bank of America N.A., Alcentra Capital Corporation, Triangle Capital Corporation and Integrated Private Debt Fund IV LP.

“Combining with Radiant is an exciting opportunity to accelerate Wheels’ growth plans,” said Doug Tozer, Chief Executive Officer of Wheels. “The two companies share the same vision and provide complimentary services, which will be leveraged to expand operational capabilities and geographic reach. We have a deep respect for the Radiant team, and it is clear that they share our commitment to maintaining the exceptional service Wheels’ customers expect. I’m proud of the Company that our team has built and look forward to Wheels’ continued growth working with the Radiant team.”

Radiant has also entered into voting and lock-up agreements with certain of the Company’s directors and officers as well as with certain shareholders of the Company (collectively, the “Locked-up Securityholders”) who, in the aggregate, own 69,620,288 common shares, representing approximately 77.7% of the outstanding common shares of the Company. Pursuant to the voting and lock-up agreements, the Locked-up Securityholders have agreed to vote their Company common shares in favour of the Arrangement and elected to receive approximately 4.5 million Radiant Shares, representing approximately CAD$23.0 million of the approximate CAD$69.0 million market value of Wheels reflected in the Consideration, subject to reduction as described above.

The Arrangement Agreement contains customary deal protection provisions, including non-solicitation, superior proposal and right-to-match provisions in favour of Radiant and the payment to Radiant of a termination fee of USD$3.6 million together with an additional amount on account of Radiant’s costs and expenses in connection with pursuing the Arrangement (up to a maximum of USD$1.0 million) if the acquisition is not completed in certain specified circumstances. In certain circumstances where the Arrangement is not completed, as described in the Arrangement Agreement, Radiant has agreed to pay the Company’s costs and expenses up to a maximum of USD$1.0 million.

The board of directors of Wheels, on the recommendation of the independent special committee, has approved the Arrangement Agreement and recommends that the Company’s shareholders vote in favour of the Arrangement at a meeting of the Company’s shareholders to be called. The board of directors of Radiant has also approved the Arrangement.

Cormark Securities Inc. has rendered a fairness opinion in connection with the Arrangement to the board of directors of Wheels. Bennett Jones LLP and Katten Muchin Rosenman LLP are acting as legal counsel to Wheels. Fox Rothschild LLP and Norton Rose LLP are acting as legal counsel to Radiant.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Full details of the Arrangement will be included in the management information circular to be filed on SEDAR and mailed to shareholders of Wheels.

About Wheels Group Inc.

Founded in 1988, Wheels is a leading North American third party logistics (“3PL”) supply chain logistics provider. As a non-asset provider, the Company develops advanced supply chain solutions delivered through its qualified partner network of over 6,000 truck, rail, air and ocean carriers. Wheels serves consumer goods, food and beverage, manufacturing and retail clients through 18 offices throughout the United States and Canada. Wheels has been named one of Canada’s Best Managed Companies since 1997, Platinum since 2003, one of North America’s Top 100 3PL Companies and one of the Top 100 Food 3PLs.

About Radiant Logistics, Inc.

Radiant ( is a non-asset based transportation and logistics company providing domestic and international freight forwarding services and an expanding array of value-added solutions, including customs and property brokerage, order fulfillment, inventory management and warehousing. Radiant operates through a network of company-owned and independent agent offices across North America under the Radiant, Airgroup, Adcom, DBA and On Time network brands servicing a diversified account base, including manufacturers, distributors and retailers using a network of independent carriers and international agents positioned strategically around the world.

Forward-Looking Information

The information in this document has been prepared as at January 20, 2015. Certain statements contained in this news release constitute forward-looking statements within the meaning of certain securities laws, including the Securities Act (Ontario). Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by words such as “anticipate”, “continue”, “estimate”, “expect”, “expected”, “intend”, “may”, “will”, “project”, “plan”, “should”, “believe” and similar expressions (including negative variations), or that events or conditions “will”, “would”, “may”, “could” or “should” occur, including without limitation, that all conditions precedent to the Arrangement will be met and the realization of the anticipated benefits deriving therefrom to shareholders of the Company, the view on the potential assets of Radiant, the Consideration offered to the shareholders of the Company, the timing and closing of the transactions contemplated by the Arrangement, the synergies resulting from the Arrangement, the potential of the continuing company following the completion of the Arrangement, and that the Arrangement may not close due to one or more conditions in the Arrangement Agreement not being satisfied or the Arrangement Agreement otherwise being terminated. A copy of the Arrangement Agreement is available on SEDAR at under the issuer profile of Wheels.

Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements involve known and unknown risks, uncertainties and other factors and are not guarantees of future performance and actual results may accordingly differ materially from those in forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include, without limitation, fluctuations in the value of the Canadian dollar relative to the U.S. dollar, financing of additional capital requirements by Radiant to complete the Arrangement, governmental and environmental regulation and the volatility of the price of Radiant Shares. For a more detailed discussion of the risks and other factors that may affect the Company’s ability to achieve the expectations set-forth in the forward-looking statements contained in this press release, see the Company’s most recent Management’s Discussion and Analysis filed on SEDAR at under the issuer profile of Wheels, as well as the Company’s other filings with the Canadian securities regulators.

The Company disclaims any intention or obligation to update any forward-looking statement, even if new information becomes available, as a result of future events or for any other reason. The forward-looking statements contained herein are expressly qualified in their entirety by this cautionary statement.

None of the Radiant Shares to be issued pursuant to the Arrangement Agreement have been or will be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and any securities issued in the Arrangement are anticipated to be issued in reliance upon the exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.

For more information please contact:

Ted Irwin, Chief Financial Officer, Tel: (905) 602-2700,

Patrick J. Marshall, Investor Relations, Tel: (905) 602-2700,