(MENAFN- Newsfile Corp) 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 and .

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).

MENAFN04112025004218003983ID1110290498