G2M CAP CORP. ANNOUNCES DEFINITIVE AGREEMENT FOR QUALIFYING TRANSACTION WITH SALESCLOSER AI AND WISHPOND TECHNOLOGIES

Executive Summary

• G2M Cap Corp. entered into a definitive master agreement to acquire SalesCloser Technologies Inc., effecting a reverse takeover that will create a new publicly listed AI‑sales company.
• Upon closing (expected ≈ Feb 17 2026), Wishpond will own ~68% of the resulting issuer, with an estimated pro‑forma share count of 33.66 M and aggregate consideration of ≈ $17 M for Wishpond’s “Vend‑in” shares.
• The transaction is contingent on a concurrent private placement (up to $4 M) and the previously announced $1.5 M bridge financing, plus multiple shareholder and TSXV approvals; trading in G2M has been halted pending completion.

Key Details

• Transaction Structure
• Reverse takeover of G2M by SalesCloser; G2M will consolidate its common shares 7.15:1 (resulting in 1.9 M post‑consolidation shares).
• Wishpond to receive 22,750,000 “Vend‑in” Shares at a deemed price of $0.75 per share (~$17 M) for ~68% ownership of the Resulting Issuer.

• SalesCloser Shares exchanged 1:1 for G2M common shares; Bridge Note holders receive 2,500,000 G2M shares (converted to “Bridge Shares” at $0.60 each).

• Financing Components

• Bridge Financing: $1.5 M private placement of zero‑interest convertible notes (3‑year maturity) converting into 2,500,000 Bridge Shares at $0.60/share; includes 175,000 finder warrants (exercise price $0.60).

• Concurrent Financing: 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 for 24 months; finders’ warrants equal to 7% of securities sold, exercisable at $0.75 for 24 months.

• Use of Proceeds

• Fund completion of the reverse takeover, support sales & marketing, product development, and general working capital for the Resulting Issuer.

• Equity Ownership (Pro‑Forma, no upsizing) | Security Type | Shares/Units | |---------------|--------------| | G2M Consolidated Shares | 1,900,000 | | Bridge Financing Shares | 2,500,000 | | Concurrent Financing Shares | 5,333,333 | | Finder’s Fee Shares | 1,180,833 | | Wishpond “Vend‑in” Shares | 22,750,000 | | Total Outstanding at Closing | 33,664,166 | | Founder Options (post‑consolidation) | 3,800,000 | | Concurrent Warrants (full) | 2,666,666 | | 20% Fixed ESOP Options | 181,818 | | Additional Finder Warrants (Bridge) | ≤ 175,000 | | Additional Finder Warrants (Concurrent) | ≤ 373,333 | | CPC Broker Warrants (IPO) | 69,930 |

• Key Operational Metrics of SalesCloser (unaudited)

• FY‑ended Sep 30 2025 Revenue: $679,408 (vs. $6,511 in FY 2024).
• Annual Recurring Revenue (ARR): >$1.8 M (run‑rate), >5× growth YoY.
• Gross margins near 85%.

• Total assets $580,637; current liabilities $113,214 (FY 2025).

• Closing Conditions

• Completion of Bridge and Concurrent financings.
• No material adverse change to either party.
• Shareholder approvals at a CPC Special Meeting covering: corporate continuation, articles, share consolidation, 20% ESOP adoption, board composition, auditor changes, business plan, TSXV approval, etc.

• TSXV listing approval for the Resulting Issuer’s shares.

• Governance

• Expected board of the Resulting Issuer: Ali Tajskandar (CEO/Chair), Hossein Malek (Lead Independent Director), Jordan Gutierrez (COO), Prashant Nedungadi (Independent Director).

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

• Other Provisions

• Founder employment agreements grant CEO and COO options for 3,800,000 shares at $0.60 exercise price (5‑year term).
• Finders’ fee shares: 1,180,833 shares to be issued to Robert Kiesman (subject to TSXV approval).
• G2M will rename to “SalesCloser Technologies Inc.” upon closing.

Notable Quotes

• Ali Tajskandar (CEO/Chair): “The expected spin‑out creates an opportunity to unlock meaningful shareholder value while allowing both Wishpond and SalesCloser to focus on their respective strengths…”.
• 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.”

Materiality Assessment: Material – Positive**