TORONTO, ON--(February 12, 2016) -
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Titan Medical Inc. ("Titan" or the "Company") (TSX: TMD) (OTCQX: TITXF) is pleased to announce that it has closed its previously announced public offering (the "Offering") made pursuant to an agency agreement (the "Agency Agreement") dated February 9, 2016 between the Company and Bloom Burton & Co. Limited (the "Agent"). The Company has sold 11,670,818 units (each, a "Unit") under the Offering at a price of CDN $0.90 per Unit for gross proceeds of approximately CDN $10,503,000.
Each Unit consists of one common share (each, a "Share") of the Company and one common share purchase warrant (each, a "Warrant"). Each whole Warrant entitles the holder thereof to acquire one Share of the Company at an exercise price of CDN $1.00 for a period of 60 months following the Closing Date (as defined below). The Shares will trade on the Toronto Stock Exchange (the "TSX") under the symbol TMD. The Company has also received conditional approval from the TSX to list the Warrants under the symbol TMD.WT.G. Trading will be subject to the fulfilment of certain customary listing requirements and is expected to commence on or about February 17, 2016.
The Offering closed on February 12, 2016 (the "Closing Date"). The Units were qualified for sale by way of a prospectus supplement dated February 9, 2016 to the Company's short form base shelf prospectus dated August 18, 2015 (together, the "Prospectus"), which has been filed in the Provinces of British Columbia, Alberta and Ontario.
The Company intends to use the net proceeds from this offering to complete, in Q1 2016, the build of the previously identified 5 first-in-human units of its SPORT™ Surgical System, and for working capital and other general corporate purposes.
Roth Capital Partners acted as special selling group member in connection with the Offering.
For further details regarding the Offering, please see the Company's press releases dated February 5, 2016, and February 9, 2016, the Agency Agreement and the Prospectus, copies of which are available under the Company's profile at www.sedar.com.
The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and accordingly, may not be offered or sold to, or for the account or benefit of, persons in the United States or "U.S. persons," as such term is defined in Regulation S promulgated under the U.S. Securities Act ("U.S. Persons"), except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the Company's securities to, or for the account or benefit of, persons in the United States or U.S. Persons.
Related Party Transactions
An aggregate of 325,555 Units representing gross proceeds of approximately $293,000 were issued to certain president's list subscribers (including certain insiders of the Company) on a non-brokered basis. Pursuant to Multilateral Instrument 61‐101 - Protection of Minority Security Holders in Special Transactions ("MI 61‐101"), such insider subscriptions are a "related party transaction." The Company is exempt from the formal valuation and minority shareholder approval requirements of MI 61‐101 in connection with the insider subscriptions in reliance on sections 5.5(a) and 5.7(a) of MI 61‐101, as the aggregate value of the insider subscriptions does not exceed 25% of the market capitalization of the Company.
Due to the limited time between the launch and the close of the Offering, there were less than 21 days between the date the Company filed its material change report in respect of the Offering and the Closing Date.
About Titan Medical Inc.
Titan Medical Inc. is a Canadian public company focused on the design and development of a robotic surgical system for application in minimally invasive surgery ("MIS"). The Company's Single Port Orifice Robotic Technology, SPORT™ Surgical System, currently under development, is comprised of a surgeon-controlled robotic platform that includes a 3D vision system and interactive instruments for performing MIS procedures, and a surgeon workstation that provides the surgeon with an interface to the robotic platform for controlling the interactive instruments and providing a 3D endoscopic view of inside a patient's body during MIS procedures. The SPORT™ Surgical System is being designed to expand robotic surgery into both simple and complex areas of surgical specialties and procedures that are currently under-serviced. It is also being designed to allow surgeons to perform procedures within small- to medium-size surgical spaces for general abdominal, gynecologic, and urologic indications. For more information, visit the Company's website at www.titanmedicalinc.com.
This news release contains "forward-looking statements" which reflect the current expectations of management of the Company's future growth, results of operations, performance and business prospects and opportunities. Such statements include, but are not limited to, statements regarding receipt of applicable regulatory approvals, the estimated Warrant listing date and the proposed use of proceeds. Wherever possible, words such as "may", "would", "could", "will", "anticipate", "believe", "plan", "expect", "intend", "estimate", "potential for" and similar expressions have been used to identify these forward-looking statements. These statements reflect management's current beliefs with respect to future events and are based on information currently available to management. Forward-looking statements involve significant risks, uncertainties and assumptions. Many factors could cause the Company'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, including, without limitation, those listed in the "Risk Factors" section of the Company's Annual Information Form dated March 31, 2015 (which may be viewed at www.sedar.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, the Company cannot assure prospective investors that actual results, performance or achievements will be consistent with these forward-looking statements.
Neither TSX nor its Regulation Services Provider (as that term is defined in the policies of the TSX) accepts responsibility for the adequacy or accuracy of this release.
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