TORONTO, ONTARIO--(Marketwire - March 8, 2013) -
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
Titan Medical Inc. (the "Company") (TSX VENTURE:TMD)(OTCQX:TITXF) has filed a prospectus supplement dated March 7, 2013 to its short form base shelf prospectus dated October 15, 2012 with securities regulators in respect of its previously announced offering of securities (the "Offering"). The Offering will consist of a minimum of 3,809,524 units and a maximum of 6,666,667 units (the "Units") from treasury of the Company at a price of $1.05 per Unit for minimum gross proceeds of approximately $4,000,000 and maximum gross proceeds of approximately $7,000,000. Each Unit will consist of one common share of the Company and one common share purchase warrant (each a "Warrant") entitling the holder thereof to purchase one common share of the Company at $1.25 during the 5 years following closing of the Offering.
In connection with the Offering, the Company has entered into an agency agreement with Beacon Securities Limited ("Beacon") and another agent dated March 7, 2013 (the "Agency Agreement"), pursuant to which Beacon has been engaged to act as placement agent in respect of sales in Canada and the other agent in respect of certain other jurisdictions, in each case on a best efforts agency basis.
Pursuant to the Agency Agreement, the Company has granted Beacon an over-allotment option, exercisable in whole or in part at any time and from time to time for a period of 30 days following the closing date of the Offering, to offer for sale up to such number of additional Units and/or Warrants as is equal to 15% of the number of Units issued under the Offering.
The Offering is subject to customary conditions, including the approval of the TSX Venture Exchange.
The Company expects that the Offering will close on or about March 13, 2013.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described in this release. Any such solicitation or offer may only be made in accordance with applicable laws.
About Titan Medical Inc.
Titan Medical Inc. is a Canadian public company (TSX VENTURE:TMD)(OTCQX:TITXF) focused on the design, development and commercialization of new robotic surgical technologies. The Company is advancing the development of a robust product portfolio with the objective to meet current needs in surgical procedures which would benefit all stakeholders, including patients, surgeons, and hospitals. The Company's product portfolio includes solutions for both single-site and multi-port surgical procedures that are under-served by robotic and non-robotic minimally invasive techniques. Robotic surgery has developed over the past 10 years into a proven and growing method of treatment. According to a Robotic Surgery Equipment Manufacturing report in October 2011, industry revenue is projected to increase at an average annual rate of 14.9% to $4.2 billion from 2011 to 2016. 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, opportunities and the future development of the robotic surgery industry. 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 30, 2012 (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.
The securities 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 may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States.
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.