TORONTO, ONTARIO – CardioComm Solutions, Inc. (TSX VENTURE:EKG) (“CardioComm Solutions” or the “Company”) today announced that it will be conducting a non-brokered private placement equity financing under which it intends to issue up to 5,000,000 units at a price of $0.05 per unit for gross proceeds of up to $250,000. There is no minimum offering amount. Each unit will be comprised of one common share of the Company and one common share purchase warrant exercisable for two years for an additional share at a price of $0.07. The securities to be issued under the financing will be subject to a four month hold period. The terms of the financing are subject to the approval of the TSX Venture Exchange.
The Company intends to use the proceeds of the financing towards the development of next generation wireless ECG device products and expanded promotion of the GEMSTM WIN launch. The Company will provide additional updates as they are available.
The offer to purchase units is available to all security holders of the Company who held common shares on July 6, 2014 (shareholders resident in Ontario, Newfoundland and Labrador, and countries other Canada, will need to meet local jurisdiction requirements to participate). The offer will be open until July 31 2014. The aggregate acquisition cost to a subscribing shareholder relying on the prospectus exemption for existing security holders cannot exceed $15,000 unless that shareholder has obtained advice regarding the suitability of the investment from a registered investment dealer in the subscriber’s jurisdiction. In completing the financing, the Company may utilize other available regulatory exemptions in addition to the existing security holders’ exemption. If you are a security holder who is interested in participating, you should contact the Company by email at investorrelations@cardiocommsolutions.com. If the Company receives total subscriptions exceeding $250,000, the Company will fill subscriptions on a first come, first served basis.
In connection with the financing, Etienne Grima, Chief Executive Officer of the Company, has agreed to sell an aggregate of 2,000,000 common shares from his personal shareholdings to a private investor at a price of $0.05 per share for proceeds of $100,000. Mr. Grima intends to use all of the proceeds from the sale of these shares to purchase units under the financing.
The issuance of shares to Mr. Grima under the private placement is considered to be a related party transaction subject to TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The Company intends to rely on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(a) of Multilateral Instrument 61-101 on the basis that the value of securities to be purchased by Mr. Grima under the private placement will not exceed 25% of the fair market value of the Company’s market capitalization.
