TMD Titan Medical Inc

Titan Medical Inc. (“Titan”) (TSX: TMD; OTC: TMDIF) is providing an update on its planned merger with Conavi Medical Inc. (“Conavi”) pursuant to the definitive amalgamation agreement (the “Amalgamation Agreement”) dated March 17, 2024 (the “Transaction”), as previously announced on March 18, 2024 and April 22, 2024.

Titan and Conavi are both working on satisfying the closing conditions outlined in the Amalgamation Agreement, which includes:

• Preparation of submissions to the TSXV in connection with the approval of the Transaction and the listing of its common shares on the TSX Venture Exchange (the “TSXV”) and the delisting of common shares from the Toronto Stock Exchange (the “TSX”);
• Completion and submission to the TSXV of the joint management information circular (the “Circular”) and related documents. The Circular is required to be approved by the TSXV and mailed out before Titan’s annual and special meeting of shareholders where shareholders will be asked to approve the Transaction and other related matters; and
• Completion of Conavi’s financing of subscription receipts (convertible into shares of Conavi immediately prior to completion of the Transaction) for minimum gross proceeds of US$15 million, (the “Concurrent Financing”), the complete terms of which will be disclosed in a subsequent press release and the Circular.

Please see the Amalgamation Agreement, a copy of which is available on SEDAR at sedarplus.ca.

For full details on the risks and uncertainties affecting the Company, please refer to the Company’s Annual Information Form (See section entitled “Risk Factors”) for the year ended December 31, 2023, a copy of which is available on SEDAR+ at sedarplus.ca.

About Titan Medical

Titan Medical Inc. (TSX: TMD; OTC: TMDIF), a medical technology company incorporated under the Business Corporations Act (Ontario) and headquartered in Toronto, Ontario, has developed an expansive patent portfolio related to the enhancement of robotic assisted surgery (RAS), including through a single access point, and is currently focused on evaluating new opportunities to further develop and license its intellectual property while pursuing the completion of its agreed upon merger with Conavi Medical Inc.

Cautionary Statement Regarding Forward-Looking Information

This news release contains “forward-looking statements” within the meaning of applicable Canadian and U.S. securities laws, which reflect the current expectations of management of Titan’s future growth, results of operations, performance and business prospects and opportunities. Forward-looking statements are frequently, but not always, identified by words such as “may”, “would”, “could”, “will”, “anticipate”, “believe”, “plan”, “expect”, “intend”, “estimate”, “potential for” and similar expressions, although these words may not be present in all forward-looking statements. Forward-looking statements that appear in this release may include, without limitation, references to: the continued work of Titan and Conavi towards the completion of the Transaction, delisting from the TSX and listing on the TSXV, preparation of the Circular and Conavi’s Concurrent Financing.

These forward-looking statements reflect management’s current beliefs with respect to future events, and are based on information currently available to management that, while considered reasonable by management as of the date on which the statements are made, are inherently subject to significant business, economic and competitive uncertainties and contingencies which could result in actions, events, conditions, results, performance or achievements to be materially different from those projected in the forward-looking statements. Forward-looking statements involve significant risks, uncertainties and assumptions and many factors could cause Titan’s actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. Such factors and assumptions include, but are not limited to, Titan’s ability to continue to license some or all its intellectual property to third parties, no assurances as to the required approvals from the TSXV or Titan’s shareholders in connection with the Transaction or change of listing or as to the success of Conavi’s Concurrent Financing (or the terms upon which such financing may be available if at all) and other factors listed in the “Risk Factors” section of Titan’s Annual Information Form for the fiscal year ended December 31, 2023 (which may be viewed at www.sedarplus.com). Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results, performance, or achievements may vary materially from those expressed or implied by the forward-looking statements contained in this news release. These factors should be considered carefully, and prospective investors should not place undue reliance on the forward-looking statements.

Although the forward-looking statements contained in the news release are based upon what management currently believes to be reasonable assumptions and Titan has attempted to identify important factors that could cause actual actions, events, conditions, results, performance or achievements to differ materially from those described in forward-looking statements, Titan cannot assure prospective investors that actual results, performance or achievements will be consistent with these forward-looking statements. Except as required by law, Titan expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. Accordingly, investors should not place undue reliance on forward-looking statements. All the forward-looking statements are expressly qualified by the foregoing cautionary statements.

ContactsTitan Medical Inc.

Chien Huang

Chief Financial Officer 

investors@titanmedicalinc.com                                         

Conavi Medical Inc.

Stephen Kilmer

Investor Relations

(647) 872-4849

stephen@kilmerlucas.com