SALESCLOSER TECHNOLOGIES LTD. (FORMERLY G2M CAP CORP.) ANNOUNCES CLOSING OF QUALIFYING TRANSACTION WITH SALESCLOSER AI AND WISHPOND TECHNOLOGIES LTD

Executive Summary

• SalesCloser Technologies Ltd. completed a qualifying transaction that created the publicly‑traded company, raised C$5.45 million in an oversubscribed concurrent financing and converted bridge notes into common equity.
• Annual recurring revenue (ARR) grew to >C$2.0 million (up from ~C$0.3 million at start‑2025) and the company will begin trading on the TSX Venture Exchange under “SCAI” around March 30, 2026.
• Wishpond now holds 63.3% of the combined entity; new share structure totals 35,956,228 common shares outstanding.

Key Details

• Transaction Structure – Three‑cornered amalgamation between SalesCloser Technologies Ltd., a wholly‑owned subsidiary (Subco) and SalesCloser; assets transferred from Wishpond to SalesCloser via Asset Purchase Agreement.
• Share Consolidation – 7.15:1 consolidation resulting in 1,902,097 Resulting Issuer Shares for former shareholders.
• Financing – Concurrent non‑brokered private placement of 7,266,660 subscription receipts at C$0.75 each; gross proceeds C$5.45 M (oversubscribed). Each receipt converted to one unit (1 common share + ½ warrant). Warrants exercisable at C$1.25 for 24 months; acceleration clause if VWAP > C$1.80 for ten consecutive days.
• Bridge Note Conversion – Bridge notes converted into 2,499,997 common shares of the Resulting Issuer. Finder’s warrants (175,000) assumed with exercise price C$0.60, term 2 years.
• Founder & Incentive Options – Founder options: Ali Tajskandar (2,533,333) and Jordan Gutierrez (1,266,667) at C$0.60/share, fully vested, 5‑year term. Additional incentive stock options (2,403,700) granted to directors/officers/employees at C$0.75/share; 319,167 vest immediately, remainder over three years.
• Inducement & Finder Shares – 356,641 inducement shares issued to CEO; 1,180,833 finder’s fee shares issued to Robert Kiesman. All subject to TSXV escrow rules.
• Ownership Post‑Closing – Wishpond: 63.3%; former shareholders: ~5.3%; concurrent financing subscribers: ~20.2%; bridge note holders: ~7.0%; finder's fee shares: ~3.3%; inducement shares: ~1.0%.
• Board & Management Changes – Former directors/officers resigned; new board comprises Ali Tajskandar (CEO/Chair), Jordan Gutierrez (COO), Hossein Malek (Lead Independent Director), Prashant Nedungadi, Kenshi Arasaki (Independent Directors), Adrian Lim (CFO), Marcelo Negrini (CTO), Kendra Low (Corporate Secretary).
• Investor Rights Agreement – Wishpond retains right to nominate a majority of directors while holding ≥20% of shares; agreement terminates if ownership falls below that threshold.
• Trading Commencement – Expected TSXV Tier 2 trading under ticker “SCAI” on or about March 30, 2026 pending final QT Exchange Bulletin.
• Business Overview – SalesCloser offers a conversational AI SaaS platform (salescloser.ai) with subscription model; ARR >C$2.0 M, gross margins targeted >80% once scaled.

Notable Quotes

“This transaction marks a defining milestone for SalesCloser as we begin trading as a standalone public company… With C$7 million of capital raised … we are focused on accelerating product innovation and scaling our go‑to‑market efforts.” – Ali Tajskandar, CEO