G2M CAP CORP. ANNOUNCES LETTER OF INTENT IN RESPECT OF QUALIFYING TRANSACTION WITH SALESCLOSER AI AND WISHPOND TECHNOLOGIES

Executive Summary

• G2M Cap Corp. entered a non‑binding Letter of Intent to acquire SalesCloser (a subsidiary of Wishpond) in a reverse takeover that will create a new publicly listed company focused on AI‑driven sales automation.
• Upon closing (expected ≈ Jan 30 2026), Wishpond will own ~68% of the resulting issuer, which will be renamed SalesCloser Technologies Inc. and listed on the TSX Venture Exchange.
• The transaction is funded by a $1.5 M bridge private placement (convertible notes) and a concurrent non‑brokered private placement of up to $4 M in subscription receipts, together with share consolidations, founder options, finders’ fees, and other equity issuances.

Key Details

• Transaction Structure
• G2M will acquire all issued & outstanding securities of SalesCloser via a three‑cornered amalgamation, effecting a reverse takeover of G2M.
• G2M share consolidation: 7.15 : 1 → 1,900,000 Resulting Issuer Shares held by existing G2M shareholders post‑consolidation.

• Wishpond to receive 22,750,000 “Vend‑in” Shares at a deemed price of $0.75 per share (≈ $17 M aggregate consideration).

• Pro Forma Capitalization (assuming full financing) | Security Type | Shares / Units | |---------------|----------------| | G2M Consolidated Shares | 1,900,000 | | Bridge Financing (converted) | 2,500,000 | | Concurrent Financing (subscription receipts) | 5,333,333 | | Finder’s Fee Shares | 1,180,833 | | Vend‑in Shares (Wishpond) | 22,750,000 | | Founder Options (CEO & COO) | 3,800,000 | | Finders’ Warrants – Bridge | up to 175,000 | | Concurrent Warrants | 2,666,666 | | 20% Fixed ESOP | 181,818 | | Finder’s Warrants – Concurrent | up to 373,333 | | CPC Broker Warrants (IPO) | 69,930 | | Total Outstanding at Closing | 33,664,166 |

• Bridge Financing (Pre‑Closing)

• Private placement of convertible notes for up to $1.5 M gross proceeds.
• Zero‑interest notes, 3‑year maturity; convert into up to 2,500,000 Resulting Issuer Shares at $0.60 per share.

• 7% commission warrants (exercise price $0.60) may be issued to finders; assumed by the Resulting Issuer if transaction closes.

• Concurrent Financing

• Non‑brokered private placement of up to 5,333,333 subscription receipts at $0.75 each, raising up to $4 M.
• Each receipt converts into one unit (1 Resulting Issuer Share + ½ warrant).

• Warrants exercisable at $1.25 per share for 24 months post‑closing; finders’ warrants of 7% of securities sold, exercisable at $0.75 for 24 months.

• Founder Options

• CEO and COO of SalesCloser granted options to acquire 3,800,000 Resulting Issuer Shares at $0.60 per share, vesting immediately, expiring 5 years after closing.

• Use of Proceeds

• Bridge Financing: transaction expenses, SalesCloser’s business plan, sales & marketing, product development, working capital.

• Concurrent Financing: fund completion of the transaction, advance the Resulting Issuer’s growth plan (sales/marketing, product dev), and general working capital.

• Corporate Governance

• Post‑closing board to include Ali Tajskandar (CEO & Chairman), Hossein Malek (Lead Independent Director), Jordan Gutierrez (COO), plus one Wishpond nominee.

• Senior officers: Ali Tajskandar (CEO/Chairman), Jordan Gutierrez (COO), Adrian Lim (CFO), Kendra Low (Corporate Secretary).

• Regulatory & Closing Conditions

• Completion subject to bridge and concurrent financings, TSXV approval, shareholder approvals at a CPC SH Meeting, continuation of G2M under BC Business Corporations Act, adoption of articles acceptable to Wishpond, ESOP adoption, auditor change, investor rights agreement, National Bank of Canada consent, and other customary conditions.

• Trading in G2M shares halted pending TSXV review; may remain halted until transaction closes.

• Strategic Rationale (CEO Quotes)

• “The spin‑out creates meaningful shareholder value and allows both Wishpond and SalesCloser to focus on their core strengths.” – Ali Tajskandar, CEO of Wishpond & SalesCloser.
• “We are pleased to lead the public listing of a disruptive AI technology company and look forward to scaling its impact in the sales industry.” – Hari Nesathurai, CEO of G2M.

Notable Quotes

• Ali Tajskandar (CEO, Wishpond & SalesCloser):

• “Separating the two businesses will improve cash flow, eliminate competing resource demands and enable aggressive reinvestment into our core marketing technology platform.”

• Hari Nesathurai (CEO, G2M):

• “Our team is so pleased to be leading the public listing of a company with disruptive AI technology and a track record of rapid growth.”