|CERTIFICATION OF ANNUAL FILINGS
I, David McNally, President and Chief Executive Officer, Titan Medical Inc., certify the following:
1. Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the "annual filings") of Titan Medical Inc. (the "issuer") for the financial year ended December 31, 2017.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.
4. Responsibility: The issuers other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers Annual and Interim Filings, for the issuer.
5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuers other certifying officer(s) and I have, as at the financial year end
(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
(i) material information relating to the issuer is made known to us by others, particularly during the period in which the annual filings are being prepared; and
(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuers GAAP.
5.1 Control framework: The control framework the issuers other certifying officer(s) and I used to design the issuers ICFR is Integrated Framework (COSO).
5.2 ICFR material weakness relating to design: N / A
(a) a description of the material weakness;
5.3 Limitation on scope of design: N/A
6. Evaluation: The issuers other certifying officer(s) and I have
(a) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuers DC&P at the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the effectiveness of DC&P at the financial year end based on that evaluation; and
(b) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuers ICFR at the financial year end and the issuer has disclosed in its annual MD&A
(i) our conclusions about the effectiveness of ICFR at the financial year end based on that evaluation; and
(ii) for each material weakness relating to operation existing at the financial year end
(A) a description of the material weakness; N/A
(B) the impact of the material weakness on the issuers financial reporting and its ICFR; N / A and
(C) the issuers current plans, if any, or any actions already undertaken, for remediating the material weakness. N/A
7. Reporting changes in ICFR: The issuer has disclosed in its annual MD&A any change in the issuers ICFR that occurred during the period beginning on January 1, 2016 and ended December 31, 2016 that has materially affected, or is reasonably likely to materially affect, the issuers ICFR.
8. Reporting to the issuers auditors and board of directors or audit committee: The issuers other certifying officer(s) and I have disclosed, based on our most recent evaluation of ICFR, to the issuers auditors, and the board of directors or the audit committee of the board of directors any fraud that involves management or other employees who have a significant role in the issuers ICFR.
|Date: February 13, 2018
|(SIGNED) David McNally
|President and Chief Executive Officer