VICTORIA, B.C., May 8, 2003 - CardioComm Solutions Inc. (TSX-V:CCG) (the "Company" or "CardioComm"), is pleased to announce the following:
Subject to regulatory approval, the Company will carry out an offering of redeemable, convertible promissory notes (the "Notes"), with detachable warrants, for an aggregate total amount of up to US$500,000. The Notes will pay interest at a simple annualized interest rate of 7% and will mature on the third anniversary of the issue date. The Notes will be secured by a second charge over all of the assets of CardioComm.
CardioComm may elect to redeem the promissory notes in cash upon 30 days prior notice to the lender at any time prior to the Maturity Date, provided that it is not in receipt of a notice of conversion from the lender. The lender may, on notice to CardioComm, elect to convert all or a portion of the amount outstanding under the Note from time to time into common shares of CardioComm at any time after the first anniversary of the issue date and prior to the earlier of the Maturity Date and 10 days after receipt of a notice of redemption. The number of shares to be issued on conversion shall be calculated by dividing the amount being converted by the greater of (i) 90% of the 10 day average of the closing price of the Company's common shares on the TSX Venture Exchange prior to the date of the notice of conversion; and (ii) C$0.25 during the second year after the issue date and C$0.40 during the third year after the issue date.
The offering will include warrants that will entitle the holder to purchase common shares of CardioComm during the two year period after the issue date for a price of C$0.25 per share. One warrant will be issued for each US$1.00 loaned to CardioComm.
The net proceeds will be used for general working capital and to enhance sales distribution channels.
CardioComm may elect to conduct one or more closings of the offering. The Company also announces that it intends to grant 1,250,000 stock options to key employees and consultants under its Stock Option Plan. The options will be granted with the following exercise prices: 550,000 at C$0.15, 300,000 at C$0.25 and 300,000 at C$0.40.
About CardioComm Solutions Inc:
CardioComm's patented and proprietary technology is used in products for the recording, viewing, analyzing and storing of electrocardiograms (ECGs), for diagnosis and management of cardiac patients. CardioComm has achieved its technical goals of improved access and communication through the development of a real-time ECG viewer. CardioComm is the first company to provide a real-time means of viewing ECGs over a network (LAN, WAN or Internet). This tool enables ECGs to be viewed and controlled live, by physicians, over a global virtual healthcare network. This technology is marketed as Global ECG Management System (GEMS™) and GlobalCardio™. CardioComm's software products have been cleared for sale in the United States by the U.S. Food and Drug Administration. The Company has both ISO 9001 and EN 46001 certifications. |