Mr. Stephen Kilmer reports

CONAVI MEDICAL CORP. (FORMERLY "TITAN MEDICAL INC.") COMPLETES BUSINESS COMBINATION

Conavi Medical Corp. (formerly, Titan Medical Inc.) has completed the previously announced business combination between Conavi Medical Inc. and the corporation in an all-stock transaction, which constituted a reverse takeover of the corporation. The combined company (the resulting issuer) will focus on continuing to commercialize and develop Conavi's Novasight Hybrid system, designed to guide common minimally invasive coronary procedures.

Completion of concurrent financing

As previously announced, on Oct. 8, 2024, Conavi completed a concurrent private placement of subscription receipts for gross proceeds of $7.7-million (U.S.). Pursuant to the offering, Conavi issued 7,729,300 subscription receipts at a price of $1 (U.S.) per subscription receipt to certain institutional and accredited investors. The brokered portion of the offering was led by Bloom Burton Securities Inc. as exclusive agent and financial adviser. Upon closing of the transaction, each subscription receipt was automatically exchanged for one common share of Conavi and one common share purchase warrant of Conavi provided that each such Conavi share and Conavi warrant were automatically exchanged and adjusted, on the basis of the exchange ratio (as defined in the amalgamation agreement), for equivalent securities in the capital of the resulting issuer, being common shares in the capital of the resulting issuer and common share purchase warrants of the resulting issuer. An aggregate of 7,152,841 resulting issuer shares and 7,152,841 resulting issuer warrants were issued upon conversion of the subscription receipts upon completion of the transaction.

The proceeds from the offering, less certain expenses, were placed into escrow on completion of the offering. The escrowed proceeds from the offering, less the commission of the agent and certain fees and expenses, have been released from escrow to Conavi further to the closing of the transaction.

Name change and consolidation

Completion of the transaction was subject to the satisfaction or waiver of a number of customary closing conditions. In connection with closing of the transaction, immediately prior to closing of the transaction, the corporation changed its name from Titan Medical Inc. to Conavi Medical Corp. and completed a share consolidation on the basis of one postconsolidation common share of the corporation for every 25 preconsolidation common shares of the corporation. In addition, immediately prior to the closing of the transaction, Conavi completed a share consolidation on the basis of one postconsolidation share of the corporation for every 1.34926854040323 preconsolidation shares of the corporation, and its preferred shares were converted to common shares.

Completion of transaction

The transaction was completed according to the terms of a definitive amalgamation agreement dated March 17, 2024, as amended. Pursuant to the amalgamation agreement, 1000824255 Ontario Inc., a wholly owned subsidiary of Titan, amalgamated with Conavi, and Conavi shareholders received 39,542,499 postconsolidation common shares of Titan (7,152,841 of which were issued to former holders of Conavi subscription receipts), resulting in the reverse takeover of the corporation by Conavi. Conavi shareholders received common shares of Titan based on an exchange ratio of 0.925420380977936 postconsolidation common share of Titan for each postconsolidation common share of Conavi.

Additionally, pursuant to the transaction, the resulting issuer issued 16,259,406 warrants to purchase common shares of the corporation to the former warrantholders of Conavi (32,693 of which were issued in exchange for broker warrants issued in the offering and 7,152,841 of which were issued to former holders of Conavi subscription receipts). The resulting issuer warrants, issued under a warrant indenture dated Oct. 11, 2024, entered into by the resulting issuer with Computershare Trust Company of Canada as warrant agent, are exercisable at a price of $1.35073749 (U.S.) per share until Oct. 11, 2029, while the resulting issuer broker warrants are exercisable at a price of $1.08059 (U.S.) per share until Oct. 11, 2026.

A summary of material changes resulting from the transaction is provided herein. For further information, readers are referred to the joint management information circular of Conavi and Titan dated Aug. 30, 2024, which was filed under the corporation's SEDAR+ profile.

Listing and trading of Conavi Medical common shares on the TSX Venture Exchange

In addition, further to the press release dated Sept. 30, 2024, the resulting issuer intends to voluntarily delist from the Toronto Stock Exchange and has applied for a new listing of its shares on the TSX Venture Exchange. It is expected that the resulting issuer's shares will continue to trade under the symbol TMD on a preconsolidation and pretransaction basis until the resulting issuer's common shares are delisted from the TSX, expected to be effective as of close of markets on or around Oct. 15, 2024. The resulting issuer has received final approval from the TSX-V for the listing of its common shares under the symbol CNVI, and trading on the TSX-V (which will give effect to Titan's name and symbol change, one-for-25 share consolidation, and closing of the transaction) is expected to commence immediately on the trading day following delisting from the TSX without any interruption in trading.

Consolidated capitalization

After giving effect to the transaction and the offering, the following securities of the resulting issuer are issued and outstanding as of the date hereof: (i) 44,250,086 resulting issuer common shares (of which approximately 4,561,592 resulting issuer shares (being approximately 10 per cent of the outstanding resulting issuer shares) are held by the holders of preconsolidation, pretransaction common shares of Titan Medical); (ii) 16,390,999 resulting issuer warrants to purchase resulting issuer shares; and (iii) 264,870 resulting issuer options.

In connection with the transaction, the resulting issuer has adopted a new omnibus equity incentive plan. There are 8,850,017 resulting issuer shares reserved for issuance under the omnibus equity incentive plan and all other securities-based compensation plans of the resulting issuer, being 20 per cent of the total issued and outstanding resulting issuer shares.

Board and management of resulting issuer

In connection with the completion of the transaction, the officers and board of directors of the corporation have resigned.

Joining the board of directors of the resulting issuer from the board of Conavi are Thomas Looby, Craig Podolsky, Aaron Davidson, Susan Allen and Robert D. Mitchell.

In addition, consistent with the terms of the transaction provided for in the amalgamation agreement and as disclosed in the circular, the Conavi board members have determined to also reappoint former board members Anthony Giovinazzo and Cathy Steiner to the board of directors of the resulting issuer.

The resulting issuer's new management team will be led by Thomas Looby, chief executive officer, and Stefano Picone, chief financial officer.

Brief biographies of the members of the board of directors and key members of management are set out in the circular.

About Titan Medical Corp.

Conavi Medical is 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 intravascular ultrasound and optical coherence tomography 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, Labour and Welfare.

We seek Safe Harbor.