CardioComm Receives TSX Venture Exchange Approval for Announced Loan Facility

Funding will be used to a advance GEMS Flex And 14-Day Holter/LTCM ECG Platform

Toronto, Ontario–(Newsfile Corp. – November 10, 2025) – CardioComm Solutions, Inc. (TSXV: EKG) (“CardioComm” or the “Company“), a global medical provider of consumer heart monitoring and medical electrocardiogram (“ECG”) software solutions, is pleased to announce that it has received approval from the TSX Venture Exchange for its November 3, 2025 announced loan agreement dated November 3, 2025 (the “Loan Agreement”) representing aggregate funding of $512,000.

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.

Pursuant to the Loan Agreement, the Company has issued 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”) to certain of the lenders under the Loan Agreement, as follows: 280,000 Bonus Shares and 5,600,000 Bonus Warrants to Xemxija Holdings Inc. (“Xemxija”, a company controlled by Daniel Grima, a director of CardioComm); and 65,600 Bonus Shares and 1,312,000 Bonus Warrants to ITF Ventures Inc. (“ITF”, a company controlled by Daniel Grima and Etienne Grima, CEO and a director of CardioComm). Each Bonus Warrant is exercisable to acquire one Company common share at an exercise price of $0.05 until November 3, 2030. The Bonus Shares, the Bonus Warrants, and the shares issuable under the Bonus Warrants are subject to a four month hold period expiring March 11, 2026.

Related Party Transaction and MI 61-101 Compliance

As the lenders under the Loan Agreement (Xemxija, ITF and Etienne Grima, each a “Lender” and collectively 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. The Company did not file a material change report at least 21 days before executing the Loan Agreement, which was reasonable given the MI 61-101 exemptions noted above and because the Loan Agreement was subject to receipt of TSX Venture Exchange approval.

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).

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/273966