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

Executive Summary

• G2M Cap Corp., Wishpond Technologies Ltd. and SalesCloser Technologies Inc. entered into a definitive master agreement to spin‑out SalesCloser as a new publicly listed company via a reverse takeover of G2M.
• Upon closing (expected ≈ Feb 17 2026), Wishpond will own ~68% of the resulting issuer, which will list on the TSX Venture Exchange.
• The transaction is funded by a $1.5 M bridge financing already closed and a concurrent private placement of up to $4.0 M (5,333,333 subscription receipts at $0.75 each).

Key Details

• Transaction Structure
• G2M will acquire all SalesCloser securities in exchange for G2M shares (reverse takeover).
• Post‑closing, G2M will rename to “SalesCloser Technologies Inc.” and list on TSX V.

• G2M share consolidation: 7.15 : 1 → 1,900,000 Resulting Issuer Shares for existing G2M shareholders.

• Equity Ownership

• Wishpond receives 22,750,000 “Vend‑in” shares (≈68% of post‑closing equity) at a deemed price of $0.75 per share (~$17 M aggregate).
• Bridge Notes (issued in Dec 2025) convert to 2,500,000 G2M shares at $0.60 per share.

• Concurrent financing: up to 5,333,333 subscription receipts @ $0.75 each; each converts into one unit (1 Resulting Issuer Share + ½ warrant).

• Warrants & Options

• Finder’s commission warrants: 175,000 warrants @ $0.60 exercise (2‑yr term).
• Concurrent Warrants: 2,666,666 warrants exercisable at $1.25 per share for 24 months.
• Founder Options: 3,800,000 shares @ $0.60 exercise, expiring 5 years post‑closing.

• Finders’ Fee Shares: 1,180,833 shares to be issued to designated finder.

• Financing Use

• Net proceeds from the concurrent placement will fund completion of the transaction, sales & marketing, product development, and general working capital.

• Financial Snapshot (SalesCloser – unaudited)

• FY 2025 revenue: C$679,408 (10,335% YoY growth).
• ARR: > C$1.8 M (run‑rate), gross margins ~85%.
• Net loss FY 2025: C$(1,108,323).

• Total assets FY 2025: C$580,637; liabilities: C$113,214.

• Closing Conditions

• Satisfactory bridge and concurrent financings, no material adverse change, shareholder approvals at CPC SH Meeting (share consolidation, ESOP adoption, founder options, etc.), TSXV approval, National Bank of Canada consent, minimum $560k treasury cash for G2M.

• Governance

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

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

• Trading Halt

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

Notable Quotes

“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.” – Hari Nesathurai, CEO of G2M

“The expected spin‑out creates an opportunity to unlock meaningful shareholder value while allowing both Wishpond and SalesCloser to focus on their respective strengths.” – Ali Tajskandar, CEO of Wishpond & SalesCloser