Titan Reports Voting Results from 2023 Annual General and Special Meeting

Rhea-AI Summary

Titan Medical Inc. (TSX: TMD; OTC: TMDIF) held its Annual General and Special Meeting (AGM) on September 30, 2024, where shareholders voted on several key resolutions. The meeting, conducted virtually, saw 52.85% of issued and outstanding shares represented. Shareholders approved all management resolutions proposed, including:

1. Election of directors (with some nominees not receiving majority votes)
2. Appointment of MNP LLP as auditors
3. Change of company name to 'Conavi Medical Inc.'
4. Approval of the Transaction with Conavi Medical Inc.
5. New equity incentive plan
6. Share consolidation on a 1:25 basis

Notably, the Transaction Resolution received 73.75% votes in favor, while the Consolidation Resolution was approved with 67.94% support. The company will provide further information regarding directors who did not receive majority votes, in accordance with its Majority Voting Policy and TSX rules.

Positive

• Shareholders approved all management resolutions, including the Transaction with Conavi Medical Inc.
• The Transaction Resolution received strong support with 73.75% votes in favor
• 52.85% of issued and outstanding shares were represented at the AGM, indicating good shareholder participation

Negative

• Some director nominees did not receive a majority of votes in favor of their election
• The Consolidation Resolution, which will result in a 1:25 share consolidation, may impact shareholders' holdings

TORONTO, Ontario, Sept. 30, 2024 (GLOBE NEWSWIRE) -- Titan Medical Inc. (“Titan”) (TSX: TMD; OTC: TMDIF) announced the voting results from its Annual General and Special Meeting of Shareholders (the “AGM”) held virtually via live audio webcast on September 30, 2024. Shareholders voted in favour of all management resolutions proposed in Titan’s management information circular dated August 30, 2024 (the “Circular”).

Resolutions proposed and approved at the AGM include:

• fixing the number of directors and election of directors of Titan for the ensuing year (“Director Resolution”);
• appointing MNP LLP as auditors of Titan for the ensuing year and authorizing the directors to fix the remuneration of the auditors (“Auditor Resolution”);
• subject to the completion of the Transaction (as defined herein), the change of name of Titan to “Conavi Medical Inc.” (“Name Change Resolution”);
• the transactions (the “Transaction”) contemplated by the Amalgamation Agreement dated March 17, 2024 among Conavi Medical Inc., Titan and 1000824255 Ontario Inc. (“Subco”), pursuant to which Conavi and Subco will amalgamate (the “Transaction Resolution”),
• subject to completion of the Transaction, Titan’s new equity incentive plan representing 15% of the outstanding securities of Titan immediately following completion of the Transaction on a post-closing and fully-diluted basis (“Incentive Plan Resolution”); and
• subject to completion of the Transaction, the consolidation of the Shares on the basis 1 post-consolidation share of Titan for each 25 pre-consolidation shares of Titan (the “Consolidation Resolution”).

Certain of the directors nominated for election (as detailed below) did not receive a majority of votes in favour of their election. In accordance with Titan’s Majority Voting Policy and the rules of the Toronto Stock Exchange, a further press release regarding the status of these directors will be provided at a later date.

60,264,549 of the 114,039,850 issued and outstanding shares of Titan (the “Shares”) or 52.85% were voted at the AGM. The results of the vote were reported to the AGM by Computershare, which acted as scrutineer at the AGM and were as follows:

Director Resolution

Nominee	Votes For	% Votes For		Votes Withheld	% Votes Withheld
Paul Cataford	17,507,111	46.78	%	19,916,073	53.22	%
Anthony J. Giovinazzo	17,835,404	47.66	%	19,587,780	52.34	%
Cary G. Vance	16,547,896	44.22	%	20,875,288	55.78	%
Cathy Steiner	17,893,316	47.81	%	19,529,868	52.19	%
Daniel O’Brien	28,916,813	77.27	%	8,506,371	22.73	%

Auditor Resolution

Votes For	% Votes For		Votes Withheld	% Votes Withheld
43,717,756	72.54	%	16,546,792	27.46	%

Transaction Resolution

Votes For	% Votes For		Votes Against	% Votes Against
22,601,203	73.75	%	9,821,980	26.25	%

Board Size Resolution

Votes For	% Votes For		Votes Against	% Votes Against
28,168,256	75.27	%	9,254,927	24.73	%

Name Change Resolution

Votes For	% Votes For		Votes Against	% Votes Against
42,387,619	70.34	%	17,876,929	29.66	%

Incentive Plan

Votes For	% Votes For		Votes Against	% Votes Against
24,673,050	65.93	%	12,750,134	34.07	%

Consolidation Resolution

Votes For	% Votes For		Votes Against	% Votes Against
40,944,144	67.94	%	19,320,405	32.06	%

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.

About Conavi Medical

Conavi Medical Inc. is a privately-owned company focused on designing, manufacturing, and marketing imaging technologies to guide common minimally invasive cardiovascular procedures. Its patented Novasight Hybrid™ System is the first system to combine both IVUS and OCT to enable simultaneous and co-registered imaging of coronary arteries. The Novasight Hybrid System has 510(k) clearance from the U.S. Food and Drug Administration; and regulatory approval for clinical use from Health Canada, China’s National Medical Products Administration, and Japan’s Ministry of Health, Labor and Welfare. For more information, visit http://www.conavi.com/.

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. 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 retain key personnel; its ability to execute on its business plans and strategies; its ability to continue to license some or all its intellectual property to third parties and receive any material consideration and other factors listed in the “Risk Factors” section of Titan’s Annual Information Form for the fiscal year ended December 31, 2023 and the Management Information Circular for the Meeting (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.

Contact

Titan Medical Inc.                                                
Chien Huang                                                        
Chief Financial Officer                                        
investors@titanmedicalinc.com                                

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FAQ

What was the outcome of Titan Medical's (TMDIF) 2023 Annual General and Special Meeting?

Shareholders approved all management resolutions, including the Transaction with Conavi Medical Inc., a name change to 'Conavi Medical Inc.', and a 1:25 share consolidation. However, some director nominees did not receive majority votes for their election.

What percentage of Titan Medical (TMDIF) shares were voted at the 2023 AGM?

52.85% of the issued and outstanding shares of Titan Medical were voted at the Annual General and Special Meeting held on September 30, 2024.

What is the share consolidation ratio approved for Titan Medical (TMDIF) at the 2023 AGM?

Shareholders approved a share consolidation on the basis of 1 post-consolidation share for each 25 pre-consolidation shares of Titan Medical.

What percentage of votes were in favor of the Transaction Resolution for Titan Medical (TMDIF) at the 2023 AGM?

The Transaction Resolution received 73.75% votes in favor at Titan Medical's 2023 Annual General and Special Meeting.