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

Executive Summary

• CardioComm Solutions terminated a previously announced royalty agreement and entered into a new loan agreement for $512,000 of working‑capital financing.
• The loan is secured by the company’s assets and includes issuance of 345,600 bonus common shares and 6,912,000 bonus share purchase warrants to related lenders.
• Proceeds will be used to finalize, test, launch, and support the Flagship ECG software platform (GEMS FLEX / 14‑day Holter & Event LTCM).

Key Details

• Loan Amount: $512,000 total.
• Lenders & Contributions:
• Xemxija Holdings Inc.: $350,000
• Existing loan from Etienne Grima (CEO): $80,000 (previously disclosed)
• ITF Ventures Inc.: $82,000
• Interest Rate: 10% per annum, compounded monthly.
• Security: First‑rank security on all present and after‑acquired personal property of CardioComm; inter‑lender agreement in place.
• Bonus Consideration (Equity/Warrants):
• Xemxija: 280,000 bonus shares + 5,600,000 warrants
• ITF: 65,600 bonus shares + 1,312,000 warrants
• Warrant Exercise Price: $0.05 per share, exercisable until 3 Nov 2030.
• Holding Period: All securities subject to a four‑month‑plus‑one‑day hold period.
• Use of Proceeds:
  1. Complete development and market‑ready release of the Flagship Product (GEMS FLEX & 14‑day Holter/Event LTCM).
  2. Conduct structured user‑feedback reviews to refine usability/performance.
  3. Launch and market the product to targeted healthcare markets.
  4. Provide post‑launch customer support and installation services.
• Regulatory/Compliance:
• Loan and bonus transactions are “related party transactions” under MI 61‑101; both exempt from formal valuation and minority‑shareholder approval requirements.
• Transaction pending TSX Venture Exchange approval; no undisclosed material facts remain.
• Corrective Disclosure: Termination of the October 1, 2025 royalty agreement was required due to additional TSX Venture Exchange review requirements that would have delayed capital access into late Q4.

Notable Quotes

“The new financing provides us with the necessary working capital to bring our Flagship ECG platform to market and positions CardioComm for accelerated growth,” – Etienne Grima, CEO.