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 (via reverse takeover) and spin‑out the business as a new publicly listed company, with Wishpond retaining ~68% ownership.
- The transaction includes a 7.15:1 share consolidation, issuance of 22.75 M “Vend‑in” shares at a deemed $0.75 price (~$17 M consideration), and two financing components: a $1.5 M bridge private placement (convertible notes) and a concurrent $4.0 M non‑brokered private placement of subscription receipts.
- Expected closing date is on or about January 30, 2026, subject to TSXV approval and other conditions; G2M shares are currently halted pending review.
Key Details
- Transaction Structure
- Reverse takeover: G2M will acquire all issued & outstanding securities of SalesCloser, making it a wholly‑owned subsidiary.
- Post‑closing, Wishpond will own ~68% of the resulting issuer (SalesCloser Technologies Inc.).
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G2M share consolidation: 7.15 existing shares → 1 new share; 1,900,000 Resulting Issuer Shares to remain with G2M shareholders.
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Equity Consideration
- Wishpond to receive 22,750,000 “Vend‑in” shares at a deemed $0.75 per share (≈$17 M aggregate).
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Vend‑in shares will be subject to escrow and tax‑deferred rollover provisions (Canada Income Tax Act s.85).
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Bridge Financing (SalesCloser)
- Up to C$1,500,000 gross proceeds via private placement of zero‑interest convertible notes (3‑year maturity).
- Notes convert into up to 2,500,000 Resulting Issuer Shares at $0.60 per share.
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7% commission warrants may be issued (exercise price $0.60, two‑year term); assumed by the Resulting Issuer if transaction closes.
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Concurrent Financing (G2M)
- Up to C$4.0 M via non‑brokered private placement of 5,333,333 subscription receipts at $0.75 each.
- Each receipt converts into one unit: 1 Resulting Issuer Share + ½ warrant.
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Warrants exercisable at $1.25 per share for 24 months post‑closing; all securities to be free‑trading at closing.
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Finder & Founder Incentives
- Finder’s fee shares: 1,180,833 Resulting Issuer Shares directed to Robert Kiesman (TSXV approval required).
- Founder options: CEO and COO of SalesCloser granted options for 3,800,000 shares at $0.60 exercise price, vesting immediately, expiring 5 years post‑closing.
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Finders’ warrants: up to 7% of securities sold in concurrent financing, exercisable at $0.75 for 24 months.
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Pro Forma Capital Structure (assuming full subscription)
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Total outstanding shares at closing: 33,664,166
- G2M consolidated shares – 1,900,000
- Bridge Financing conversion – 2,500,000
- Concurrent Financing – 5,333,333
- Finder’s Fee Shares – 1,180,833
- Vend‑in Shares – 22,750,000
- Founder Options – 3,800,000 (unexercised)
- Additional warrants & ESOP allocations as detailed in the release.
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Corporate Governance
- Expected board of Resulting Issuer: Ali Tajskandar (CEO/Chair), Hossein Malek (Lead Independent Director), Jordan Gutierrez (COO), plus one Wishpond‑nominated director.
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Senior officers to include Tajskandar, Gutierrez, Adrian Lim (CFO), and Kendra Low (Corporate Secretary).
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Regulatory & Closing Conditions
- TSXV listing application for the Resulting Issuer shares.
- Shareholder approvals at a CPC special meeting (continuation, ESOP adoption, share consolidation, etc.).
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Satisfactory completion of bridge and concurrent financings; no material adverse change; required regulatory consents; sponsor waiver (if needed).
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Trading Halt
- G2M’s shares are halted pending TSXV review and fulfillment of the above conditions.
Notable Quotes
- Ali Tajskandar, CEO of Wishpond & SalesCloser: “The proposed spin‑out marks a major step forward… unlocking meaningful shareholder value while allowing both companies to focus on their respective strengths.”
- Hari Nesathurai, CEO of 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.”