Titan Medical amends amalgamation agreement with Conavi Medical

Titan Medical has entered into an amending agreement dated May 28, 2024, in respect of the previously announced amalgamation agreement dated March 17, 2024 among Conavi Medical, 1000824255 Ontario and Titan, to result in the merger of Conavi and Titan. In addition, Titan announces that the Toronto Stock Exchange has granted Titan an extension to hold its Annual General and Special Meeting of Shareholders on or before July 31, 2024. The Amending Agreement alters the timeframe under which certain closing conditions must be met in the Amalgamation Agreement, being: extending the Outside Date for completion of the Proposed Transaction to August 30, 2024; extending the date by which the Concurrent Financing must be committed and Conavi financial statements must be completed to June 21, 2024; extending the targeted date by which the information circular for the Titan AGM must be mailed to shareholders to June 28, 2024; extending the targeted date by which the Titan AGM must be held to July 26, 2024; extending the targeted date by which the information circular for the Conavi annual general meeting must be mailed to shareholders to June 28, 2024; and extending the targeted date by which the Conavi annual general meeting must be held to July 26, 2024. As consideration for Titan entering into the Amending Agreement and agreeing to extend the various dates set forth therein, Conavi has agreed to advance $150,000 to Titan as a deposit for direct and incremental expenses Titan may incur as a result of the extension to a maximum of $150,000. As a result of the matters set forth in the Amending Agreement, Titan applied to the TSX to extend its AGM to a date on or before July 31, 2024.The extension will allow Titan and Conavi additional time to finalize matters related to the Proposed Transaction. In order to avoid the potential duplication of costs associated with having two meetings within a short timeframe, Titan’s management determined that postponing the AGM was in the best interest of its shareholders. Titan intends to schedule a date for the AGM as soon as practicable and to provide shareholders with the requisite notice of meeting and record date associated therewith.