TORONTO, ONTARIO--(Marketwired - Feb. 7, 2014) -
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Titan Medical Inc. ("Titan" or the "Company") (TSX VENTURE:TMD)(OTCQX:TITXF) is pleased to announce the terms of its previously announced marketed public offering. Dundee Securities Ltd. (the "Agent") has agreed to sell 6,430,000 units of the Company (the "Units") at a price of $1.40 per Unit for total gross proceeds of $9,002,000 (the "Offering"). The Agent has been granted the option to offer for sale up to an additional 15% of the Units issued under the Offering, exercisable in whole or in part at any time up to 30 days following the closing of the Offering (the "Option"). BayFront Capital Partners Ltd. is acting as a selling group member in connection with the Offering.
Each Unit shall consist of one common share ("Share") of the Company and one common share purchase warrant ("Warrant"). Each Warrant shall entitle the holder thereof to acquire one Share of the Company at a price of $2.00 for a period of 36 months following the Closing Date.
The Offering is scheduled to close on or about February 19, 2014. The Offering is subject to a number of conditions, including, without limitation, receipt of all regulatory approvals. The Units will be qualified for sale by way of a prospectus supplement to the Company's short form base shelf prospectus dated October 15, 2012, which will be filed in the Provinces of British Columbia, Alberta and Ontario.
In connection with the Offering, the Agent will receive a cash commission equal to 6.0% of the gross proceeds raised under the Offering (inclusive of the Option, and exclusive of proceeds raised from the President's List) and that number of non-transferable broker warrants equal to 6.0% of the number of Units sold (inclusive of the Option, and exclusive of Units sold to subscribers on the President's List). Each broker warrant will be exercisable into one Unit of the Company for a period of 24 months from the closing of the Offering at a price of $1.40 per Unit.
The net proceeds will be used for ongoing development and commercialization of robotic surgery technologies and general working capital requirements.
The Securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
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, comprises 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 areas of surgical specialties and simple and complex procedures that are currently under-serviced, and to allow surgeons to perform procedures within small to medium size surgical spaces such as general surgery and cholecystectomy. 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. 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 10, 2013 (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 Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.