SOURCE: Titan Medical Inc.

Titan Medical Inc.

March 20, 2015 16:15 ET

Titan Medical Inc. Adopts Amendment to By-Laws Requiring Advance Notice of Nomination of Directors

TORONTO, ON--(Marketwired - March 20, 2015) - Titan Medical Inc. (TSX: TMD) (OTCQX: TITXF) ("TMD" or the "Company") announced today that it has adopted an amendment to its by-laws, similar to by-law amendments and policies recently adopted by a number of other Canadian public companies, requiring advance notice to the Company for nominations of directors by shareholders other than through a requisitioned meeting or shareholder proposal pursuant to applicable corporate laws.

The by-law amendment is not intended to discourage director nominations. Rather it is intended to facilitate orderly and efficient meetings at which directors are to be elected and to permit shareholders to exercise their voting rights in an informed manner by allowing them to receive sufficient information with respect to all director nominees and reasonable time for appropriate consideration.

The by-law amendment provides shareholders, directors and management of the Company with a clear framework for nominating directors in an orderly and fair manner. The by-law amendment fixes a deadline by which holders of record of common shares of the Company must submit director nominations to the Company prior to any annual or special meeting of shareholders and sets forth the information that a shareholder must include in the notice to the Company for the notice to be in proper written form in order for any director nominee to be eligible for election at any annual or special meeting of shareholders.

In the case of an annual meeting of shareholders, notice to the Company must be made not less than 30 nor more than 65 days prior to the date of the annual meeting; provided, however, that in the event that the annual meeting is to be held on a date that is less than 40 days after the date on which the first public announcement of the date of the annual meeting was made, notice may be made not later than the close of business on the 10th day following such public announcement.

In the case of a special meeting of shareholders (which is not also an annual meeting), notice to the Company must be made not later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting was made.

The by-law amendment is effective from March 20, 2015 and will be presented for confirmation by shareholders at the Company's next annual shareholders meeting to be held in 2015. A copy has been filed and is available under the Company's profile on SEDAR at www.sedar.com.

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.

Forward Looking Statements

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. 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 April 4, 2014 (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.

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