Wishpond agrees on SalesCloser spinout via G2M Cap deal

Executive Summary

• G2M Cap Corp. has entered into a definitive agreement to acquire Salescloser Technologies Inc. (a business unit of Wishpond Technologies Ltd.) in a reverse takeover transaction, resulting in the spinout of Salescloser as a new publicly listed company on the TSX Venture Exchange.
• Upon completion, Wishpond will retain approximately 68% ownership of the resulting issuer (to be named Salescloser Technologies Inc.), while G2M shareholders will hold the remaining shares following a 7.15:1 share consolidation.
• The transaction is accompanied by a $1.5 million bridge financing already closed by Salescloser and a concurrent non-brokered private placement of up to $4.0 million in subscription receipts.

Key Details

• Transaction Structure: G2M will acquire all issued and outstanding securities of Salescloser via a three-cornered amalgamation, constituting a reverse takeover. Wishpond will transfer Salescloser assets (including IP, source code, and contracts) to Salescloser prior to closing.
• Ownership & Share Count:
  • Wishpond will receive 22.75 million "vend-in" shares, representing ~68% of the resulting issuer.
  • G2M shareholders will receive 1.9 million shares following a 7.15:1 consolidation.
  • Former bridge note holders will receive 2.5 million shares.
  • Total estimated shares outstanding at closing: ~33,664,166 (assuming full subscription of concurrent financing).
• Consideration: Vend-in shares issued at a deemed price of $0.75 per share, for aggregate consideration of ~$17 million.
• Bridge Financing: Salescloser closed a $1.5 million bridge financing via zero-interest convertible notes maturing in three years. These convert into 2.5 million shares at $0.60 per share. A 7% commission was paid via 175,000 warrants exercisable at $0.60.
• Concurrent Financing: G2M intends to complete a non-brokered private placement of up to 5,333,333 subscription receipts for up to $4.0 million.
  • Issue price: $0.75 per receipt.
  • Each receipt converts into one unit (one share + 0.5 warrant).
  • Warrants exercisable at $1.25 per share for 24 months.
  • Net proceeds to fund transaction completion, sales/marketing, product development, and working capital.
• Founder Options: CEO and COO of Salescloser granted options for 3.8 million shares at $0.60 exercise price, expiring in five years (subject to shareholder approval).
• Finders' Fees: 1,180,833 shares to be issued to Robert Kiesman (subject to TSX-V approval). Concurrent financing may incur 7% cash fees and 7% in finder warrants (exercisable at $0.75).
• Financial Performance of Salescloser:
  • Annual Recurring Revenue (ARR): >$1.8 million (current run-rate).
  • ARR Growth: >5x year-over-year.
  • Gross Margins: ~85%.
• Board & Management:
  • Ali Tajskandar (CEO/Chairman), Hossein Malek (Lead Independent Director), Jordan Gutierrez (COO), Prashant Nedungadi (Independent Director).
  • Officers: Adrian Lim (CFO), Kendra Low (Corporate Secretary).
• Conditions & Timeline:
  • Expected closing: On or about February 17, 2026.
  • Conditions include TSX-V approval, shareholder approval of consolidation/ESOP/directors, completion of financings, and maintaining $560,000 in G2M treasury.
  • Trading in G2M shares is halted pending TSX-V review.

Notable Quotes

• Ali Tajskandar, CEO of Wishpond and Salescloser: "The expected spinout creates an opportunity to unlock meaningful shareholder value while allowing both Wishpond and Salescloser to focus on their respective strengths... Wishpond will be better positioned to improve its cash flow, eliminate competing resource demands and reinvest more aggressively into the growth of its core marketing technology platform."
• Ali Tajskandar: "Salescloser's business has grown rapidly in the past 11 months, and we believe it will become a leader in the emerging conversational AI space for sales... As a stand-alone public company, Salescloser will be better positioned to gain access to the funding, resources and dedicated leadership team it needs to accelerate product development and market adoption."
• 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. We look forward to working with the Salescloser team as it expands into what we expect will be a transformational leader in the AI sales industry."