CardioComm Terminates Royalty Agreement and Enters into $512,000 Insider Loan Facility to Advance Gems Flex and 14-Day Holter/LTCM Platform

Rhea-AI Summary

CardioComm (OTC:EKGGF) terminated an October 1, 2025 royalty agreement and entered a $512,000 loan agreement dated November 3, 2025 with current lenders to fund completion, commercialization, launch and post‑launch support of its GEMS FLEX and 14‑day Holter/LTCM ECG software flagship product.

The loan bears 10% interest compounded monthly, is first‑secured by company assets, and includes issuance of 345,600 bonus common shares and 6,912,000 warrants exercisable at $0.05 until November 3, 2030. The transaction involves related parties and is subject to TSXV approval and MI 61‑101 exemptions.

Positive

• Immediate working capital of $512,000 to finish Flagship Product
• Funding explicitly earmarked for launch, support, and user feedback
• Loan secured by first charge on present and after‑acquired assets
• Bonus securities link lenders’ incentives to company performance

Negative

• Related‑party financing from insiders (Xemxija, ITF, Etienne Grima)
• Issuance of 345,600 shares and 6,912,000 warrants may dilute shareholders
• Warrants exercisable at $0.05 through November 3, 2030
• Loan carries 10% interest compounded monthly, increasing financing cost
• Existing Xemxija line outstanding ~$525,000 remains separate

Toronto, Ontario--(Newsfile Corp. - November 4, 2025) - CardioComm Solutions, Inc. (TSXV: EKG) ("CardioComm" or the "Company"), a global medical provider of consumer heart monitoring and medical electrocardiogram ("ECG") software solutions, announces that it has terminated a royalty agreement announced October 1, 2025 (the "Royalty Agreement) and entered into a loan agreement dated November 3, 2025 (the "Loan Agreement") with current debt lenders to the Company (the "Lenders") for aggregate funding of $512,000. A copy of the Loan Agreement has been filed by the Company on SEDAR+.

Use of Proceeds

The Loan Agreement provides new working capital to complete and commercialize the Company's GEMS FLEX and 14-day Holter and Event long term continuous monitoring ("LTCM") ECG software platform (the "Flagship Product"). The Flagship Product is expected to become CardioComm's principal offering and major source of revenue, providing healthcare professionals and patients with new and advanced remote monitoring and ECG analysis capabilities. This financing transaction will enable the Company to:

• Finalize the Flagship Product for a full market-ready release;
• Conduct structured user feedback reviews to refine usability and performance;
• Launch and market the Flagship Product to targeted healthcare markets; and
• Provide post-launch customer support and installation services.

Corrective Disclosure

The Royalty Agreement was terminated due to additional TSX Venture Exchange review requirements that were expected to push final approval and access to capital into late Q4.

At the request of Ontario Securities Commission staff in connection with a staff review, the Company has filed a copy of the terminated Royalty Agreement on SEDAR+ in accordance with Section 12.2 of National Instrument 51-102 - Continuous Disclosure Obligations.

The Company is issuing this news release in accordance with OSC Staff Notice 51-711 (Revised) - Refilling's and Corrections of Errors ("SN 51-711") and will be placed on the public list of Refiling and Errors in accordance with SN 51-711.

The Loan Agreement

Key terms of the Loan Agreement are as follows:

• Principal - $512,000.
• Lenders - $350,000 in funds from Xemxija Holdings Inc. ("Xemxija", a company controlled by Daniel Grima, a director of CardioComm); an existing loan of $80,000 (see September 26, 2025 news release) from Etienne Grima ("Etienne", a director and CEO of CardioComm); and $82,000 in funds from ITF Ventures Inc. ("ITF", a company controlled by Daniel Grima and Etienne).
• Interest - 10% per annum, such interest to be calculated and compounded monthly at the end of each calendar month.
• Security - first secured against all present and after-acquired personal property of the Company through a general security agreement between the Company and each Lender and an inter-lender agreement among the Company and the Lenders dated as of November 3, 2025.
• Bonus Consideration - The Company will issue an aggregate of 345,600 common shares of the Company (each, a "Bonus Share") and 6,912,000 common share purchase warrants of the Company (each, a "Bonus Warrant") as follows:
  • 280,000 Bonus Shares and 5,600,000 Bonus Warrants to Xemxija; and
  • 65,600 Bonus Shares and 1,312,000 Bonus Warrants to ITF.

Each Bonus Warrant will be exercisable to acquire one Company common share at an exercise price of $0.05 until November 3, 2030. All securities, when issued, will be subject to a hold period of four months and one day.

Xemxija's existing line of credit loan in the principal amount of $500,000, under which approximately $525,000 (interest included) is currently outstanding, will continue to be governed by the line of credit loan agreement between the Company and Xemxija (see July 22, 2024 news release for further details), and is not governed by the Loan Agreement.

The Loan Agreement, including issuance of the Bonus Shares and Bonus Warrants, is subject to the approval of the TSX Venture Exchange. There is no material fact or material change respecting the Company that has not been generally disclosed.

Related Party Transaction and MI 61-101 Compliance

As the Lenders are insiders of the Company, the loans under the Loan Agreement (the "Loan Transaction") and the issuance of Bonus Shares and Bonus Warrants to Xemxija and ITF (the "Bonus Transaction") are "related party transactions" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Each of the Loan Transaction and the Bonus Transaction is exempt from the formal valuation requirement because the Company's securities are not listed on any of the markets specified in section 5.5(b) of MI 61-101. The Loan Transaction is exempt from the minority shareholder approval requirement pursuant to section 5.7(1)(f) of MI 61-101, on the basis that the Loan Transaction contemplates loans being obtained by the Company from related parties on reasonable commercial terms that are not less advantageous to the Company than if the loans were obtained from a person dealing at arm's length with the Company, and the loans are not convertible into or repayable in equity or voting securities of the Company. The Bonus Transaction is exempt from the minority shareholder approval requirement pursuant to section 5.7(1)(a) of MI 61-101 because neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Bonus Transaction exceeds 25 per cent of the Company's market capitalization. In considering and unanimously approving the Loan Transaction and the Bonus Transaction, there were no materially contrary views, abstentions (except for any abstentions required by corporate law) or material disagreements by any director of the Company.

To learn more about CardioComm's products and for further updates please visit the Company's websites at www.cardiocommsolutions.com and www.theheartcheck.com.

About CardioComm Solutions

CardioComm Solutions' patented and proprietary technology is used in products for recording, viewing, analyzing and storing electrocardiograms for diagnosis and management of cardiac patients. Products are sold worldwide through a combination of an external distribution network and a North American-based sales team. CardioComm Solutions has earned the ISO 13485 and ISO 27001 certifications, is HIPAA compliant and holds medical device clearances and sales licenses from the USA (FDA) and Canada (Health Canada).

FOR FURTHER INFORMATION PLEASE CONTACT:
Etienne Grima, Chief Executive Officer
1-877-977-9425 x227
investor.relations@cardiocommsolutions.com

Forward-looking statements

This release may contain certain forward-looking statements and forward-looking information with respect to the financial condition, results of operations and business of CardioComm Solutions and certain of the plans and objectives of CardioComm Solutions with respect to these items. Such statements and information reflect management's current beliefs and are based on information currently available to management. By their nature, forward-looking statements and forward-looking information involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and there are many factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements and forward-looking information.

In evaluating these statements, readers should not place undue reliance on forward-looking statements and forward-looking information. The Company does not assume any obligation to update the forward-looking statements and forward-looking information contained in this release other than as required by applicable laws, including without limitation, Section 5.8(2) of National Instrument 51-102 (Continuous Disclosure Obligations).

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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/273094

FAQ

What financing did CardioComm (EKGGF) secure on November 3, 2025?

CardioComm entered a $512,000 loan agreement with existing lenders on November 3, 2025.

How will the November 2025 loan be used by CardioComm (EKGGF)?

The funds will finalize, commercialize, launch and provide post‑launch support for the GEMS FLEX and 14‑day Holter/LTCM platform.

What are the key economic terms of CardioComm's (EKGGF) loan?

The loan bears 10% interest compounded monthly, is first‑secured, and includes bonus shares and warrants.

How many shares and warrants will CardioComm (EKGGF) issue under the loan agreement?

The company will issue 345,600 bonus common shares and 6,912,000 common share purchase warrants.

What is the exercise price and expiry of the bonus warrants from CardioComm (EKGGF)?

Each bonus warrant is exercisable at $0.05 per share until November 3, 2030.

Why was the prior royalty agreement terminated before the new loan for CardioComm (EKGGF)?

The royalty agreement was terminated after additional TSXV review requirements risked delaying approval and access to capital into late Q4.