G2M Cap to seek shareholder OK for QT with Wishpond

Executive Summary

• G2M Cap Corp. is proceeding with a qualifying transaction to acquire SalesCloser Technologies Inc. from Wishpond Technologies Ltd., with a special shareholders' meeting scheduled for March 20, 2026.
• The concurrent non-brokered private placement has been upsized due to strong investor interest, increasing gross proceeds from $4 million to up to $5 million, with an option to further upsize by $500,000 for a total potential of $5.5 million.
• The financing involves subscription receipts priced at 75 cents each, converting into units comprising one common share and one-half of one warrant, with specific acceleration provisions tied to share price performance.

Key Details

• Transaction Structure: Qualifying transaction involving the acquisition of SalesCloser Technologies Inc. from Wishpond Technologies Ltd.
• Shareholder Meeting:
  • Date: March 20, 2026, at 9:30 a.m. PST.
  • Location: Suite 905, 1111 West Hastings St., Vancouver, B.C., Canada.
  • Purpose: To approve matters related to the transaction.
• Financing Upsize:
  • Previous Amount: $4 million.
  • New Amount: Up to $5 million gross proceeds.
  • Upsize Option: Option to further upsize by $500,000, bringing total gross proceeds to up to $5.5 million.
  • Type: Concurrent non-brokered private placement of subscription receipts.
• Security Terms:
  • Issue Price: 75 cents per subscription receipt.
  • Conversion: Each receipt converts into one unit of the resulting issuer.
  • Unit Composition: One common share and one-half of one warrant.
  • Warrant Exercise Price: $1.25 per share.
  • Warrant Term: 24 months after closing.
  • Trading Status: Securities expected to be free trading at closing.
• Warrant Acceleration Provisions:
  • Trigger: Volume-weighted average closing price of resulting issuer shares exceeds $1.80 for 10 consecutive trading days.
  • Action: Issuer has the right, in its sole discretion, to accelerate the expiry date of 50% or 100% of the warrantholder's warrants.
  • New Expiry: 30 days from the date of the acceleration notice.