Wishpond agrees on SalesCloser spinout via G2M Cap deal

Mr. Ali Tajskandar of Wishpond reports G2M CAP CORP. ANNOUNCES DEFINITIVE AGREEMENT FOR QUALIFYING TRANSACTION WITH SALESCLOSER AI AND WISHPOND TECHNOLOGIES Further to the news releases dated Nov. 5 and Dec. 15, 2025, G2M Cap Corp., Wishpond Technologies Ltd. and Salescloser Technologies Inc. have entered into a definitive master agreement which will result in Wishpond's Salescloser business being spun out to form the business of a new publicly listed company. Pursuant to the definitive agreement, dated Dec. 22, 2025, it is expected that G2M will, through a series of steps, acquire all of the issued and outstanding securities of Salescloser in exchange for securities of G2M, constituting a reverse takeover of G2M (together with the related transactions and corporate procedures set forth in the definitive agreement, the transaction). Upon completion of the transaction, it is expected that Wishpond will own approximately 68 per cent of the issued and outstanding shares of the resulting issuer (as defined below). On completion of the transaction, which is subject to certain conditions, G2M intends to apply to list the common shares of the resulting issuer on the TSX Venture Exchange. The transaction is subject to the approval of the TSX-V and is expected to constitute G2M's qualifying transaction, as defined in TSX-V Policy 2.4. About Salescloser and selected financial information Salescloser is a British Columbia company with offices at 422 Richards St. No. 170, Vancouver, B.C., V6B 2Z4, Canada. Salescloser operates and continues to develop an advanced conversational AI platform that acts as a virtual sales agent, capable of delivering personalized sales calls, demos and follow-ups in real time and in multiple languages. The platform enables businesses to automate and scale their sales operations, improving efficiency, reducing hiring costs and driving higher conversion rates. Powered by advanced AI technology and a growing portfolio of patent applications, Salescloser delivers a scalable, high-margin solution designed to redefine how companies engage with buyers and customers across a range of business interactions. Salescloser has rapidly grown to over $1.8-million in annual recurring revenue (ARR) on a current run-rate basis, representing more than five times ARR growth with gross margins near 85 per cent. Set forth below is certain financial information from Salescloser's unaudited financial statements in Canadian dollars. The selected financial information has been derived from unaudited consolidated financial statements of Wishpond as shown in the attached table. Year-over-year growth is not meaningful for fiscal 2024 as there was no revenue in the comparative period and the business commenced operations during the year. Strategic objectives underlying the transaction Ali Tajskandar, chief executive officer of Wishpond and Salescloser, comments: "The expected spinout creates an opportunity to unlock meaningful shareholder value while allowing both Wishpond and Salescloser to focus on their respective strengths. By separating the two businesses, 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. Wishpond plans to further advance its suite of AI-powered tools designed to make marketing and sales campaigns autonomous, helping businesses achieve greater productivity and better results." He further comments: "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, supported by strong demand, rapid product innovations and a growing portfolio of patents. 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. Wishpond will remain the majority shareholder, continuing to benefit from Salescloser's financial success while focusing its own efforts on advancing AI-powered marketing automation." Terms of the transaction General transaction terms Pursuant to the terms of the definitive agreement (the terms of which are materially consistent with the terms of letter of intent disclosed by G2M, Wishpond and Salescloser in the Nov. 5, 2025, news release) and subject to certain conditions, including receipt of applicable regulatory and shareholder approvals, at the closing of the transaction, G2M will, through a series of steps, including a three-cornered amalgamation, acquire all the issued and outstanding securities of Salescloser. Prior to closing, Wishpond will transfer the Salescloser assets (including patent applications, source code, trade secrets, contracts, data assets, goodwill and the domain name salescloser.ai) to Salescloser via an asset purchase agreement. At the closing, Salescloser will become a wholly owned subsidiary of G2M. Subject to satisfaction or waiver of the conditions in the definitive agreement, G2M and Salescloser anticipate that the transaction will be completed on or about Feb. 17, 2026. As part of the transaction, G2M will consolidate its common shares on a 7.15:1 basis, such that there will be 1.9 million resulting issuer shares held by G2M shareholders after the consolidation. At the closing, Salescloser shares will be exchanged for G2M common shares on a 1:1 basis. Former holders of bridge notes (as defined below) will receive 2.5 million G2M common shares. Wishpond will be issued 22.75 million resulting issuer shares (the vend-in shares), representing approximately 68 per cent of the resulting issuer shares that are expected to be issued and outstanding upon closing of the transaction. Wishpond can receive the vend-in shares on a tax-deferred basis with the appropriate rollover provisions set out in Section 85 of the Income Tax Act (Canada). The vend-in shares will be issued at a deemed price of 75 cents per vend-in share for aggregate consideration of approximately $17-million. In addition to any legends required pursuant to applicable securities laws, all of the vend-in shares will be subject to escrow, pursuant to the policies of the TSX-V. Bridge financing As disclosed in the news release dated Dec. 15, 2025, Salescloser has closed a $1.5-million bridge financing by way of a private placement. Pursuant to the bridge financing, Salescloser has issued convertible notes which were issued on a zero-interest basis, have a maturity date of three years and will be converted, through a series of steps, into 2.5 million resulting issuer shares at a price of 60 cents per bridge share. The bridge notes are unsecured, and if the transaction does not close, the bridge notes will remain as outstanding debt of Salescloser with no conversion features. A 7-per-cent commission has been paid to a certain finder by Salescloser in respect of the bridge financing, by issuing 175,000 finder warrants, with such warrants having an exercise price of 60 cents per share for a period of two years after the closing. These commission warrants will be assumed by the resulting issuer as part of the transaction and will be exercisable for resulting issuer shares on the same terms; if the transaction does not close, the commission warrants will not be exercisable by the holder. Concurrent financing As a condition to closing of the transaction, G2M intends to complete a concurrent non-brokered private placement of up to 5,333,333 subscription receipts for proceeds of up to $4.0-million. Upon the written consent of the boards of Salescloser, Wishpond and G2M, the concurrent financing may be upsized before the information circular is mailed in connection with the CPC SH meeting (as defined below). It is expected that each subscription receipt will have an issue price of 75 cents per subscription receipt. Each subscription receipt will convert into one unit of the resulting issuer, with each unit comprising one resulting issuer share and one-half of one warrant. Each whole concurrent warrant will be exercisable for one resulting issuer share at an exercise price of $1.25 per share for a period of 24 months after the closing. It is expected that all of the securities issued pursuant to the concurrent financing will be free trading at the closing of the transaction. It is intended that the net proceeds from the concurrent financing will be used to finance the completion of the transaction, to advance the business plan of the resulting issuer through sales and marketing initiatives and product development, and for general working capital purposes. It is expected that the resulting issuer may pay finders' fees to certain finders in the amount of 7 per cent of gross proceeds in cash and the issuance to certain finders of the number of finders' warrants equal to 7 per cent of the number of securities sold in the concurrent financing, where each finder's warrant will be exercisable to purchase one resulting issuer share for 75 cents for a period of 24 months after the closing. Founder options In addition, G2M has entered into employment agreements with each of the chief executive officer and the chief operating officer of Salescloser (the founder employment agreements), pursuant to which agreements the CEO and COO will be granted at the closing options to acquire an aggregate of 3.8 million resulting issuer shares (after giving effect to the G2M share consolidation). The founder options have an exercise price of 60 cents per share and will expire five years from the date of closing. The grant of the founder's options is subject to the disinterested approval of G2M's shareholders at the CPC SH meeting (as defined below). Finders' fee shares At the closing, the resulting issuer will issue 1,180,833 resulting issuer shares to or at the direction of Robert Kiesman, subject to the approval of the TSX-V. General conditions to closing The completion of the transaction is subject to the satisfaction of certain conditions, including but not limited to: (a) closing of the bridge financing and the concurrent financing; (b) the absence of any material adverse change in the business of either Salescloser or G2M; (c) G2M shareholders having approved the following matters at a shareholder meeting, which will take place promptly after execution of the definitive agreement: (i) the continuation of G2M from the Canada Business Corporations Act to the Business Corporations Act (BC); (ii) the adoption of articles in form acceptable to Wishpond; (iii) approval of the grant of the founder options by the disinterested shareholders of G2M; (iv) the G2M share consolidation; (v) the adoption of a 20-per-cent fixed stock option plan, in a form acceptable to Wishpond; (vi) the fixing of the number of directors of the resulting issuer at four, as well as the election of the Wishpond nominees set out below; (vii) the changing of the auditor of the resulting issuer, unless otherwise directed by Wishpond; (viii) the amendment of certain agreements to which Salescloser is a party; (ix) a business plan of the resulting issuer, in form acceptable to the TSX-V; and (x) if required by the TSX-V, the parties will have obtained a valuation opinion in support of the transaction; (xi) the receipt of all requisite regulatory, stock exchange or governmental authorizations and consents, including the approval of the TSX-V; (xii) Wishpond and the resulting issuer will have entered into an investor rights agreement (the IRA), which will provide that, among other things, pursuant to IFRS 10, Wishpond will have the right to nominate a majority of the directors to the resulting issuer board on a continuing basis, provided that Wishpond owns at least 20 per cent of the issued and outstanding resulting issuer shares; (xiii) National Bank of Canada will have consented to the transaction, in respect of certain lending arrangements with Wishpond; and (xiv) G2M is required to have at least $560,000 in its treasury at closing, less transaction expenses. Accordingly, there can be no assurance that the transaction will be completed on the terms proposed above, or at all. Resulting issuer Name change On closing of the transaction, G2M will change its name to Salescloser Technologies Inc. or such other name as may be determined by Wishpond. Pro forma share ownership Upon completion of the transaction, and assuming there is no concurrent financing upsize, Wishpond will hold approximately 68 per cent of the resulting issuer shares. It is anticipated that there will be an aggregate of approximately 33,664,166 resulting issuer shares issued and outstanding at the closing, assuming the bridge financing and the concurrent financing are fully subscribed. The attached table sets out the estimated pro forma capital structure at the closing and assumes there will be no concurrent financing upsize. Stock options G2M intends to adopt the 20-per-cent fixed ESOP at the closing, being a customary 20-per-cent fixed stock option plan for the resulting issuer, subject to the policies of the TSX-V. Certain option grants to the board and management of the resulting issuer will be made at the closing, with an exercise price equal to the price of the subscription receipts. Business of the resulting issuer The resulting issuer will carry on the business conducted by Salescloser, by operating in the artificial intelligence software and SaaS (software-as-a-service) sector, focused on AI-driven sales automation and conversational AI. The resulting issuer shares will be listed under a new trading symbol. Salescloser.ai is a conversational AI platform that operates as a virtual sales agent, automating sales qualification, live calls, product demonstrations, scheduling, and follow-up across voice, video and e-mail. Developed within Wishpond Technologies and launched as a standalone SaaS product in 2024, Salescloser is offered on a subscription basis with recurring monthly contracts. The platform has demonstrated strong early customer adoption and revenue growth, supported by continuing product development and proprietary AI technologies. Key assets include the Salescloser software platform and source code, intellectual property (including U.S. patent applications), customer contracts, brand assets, and related operational know-how. The transaction is intended to establish Salescloser as a standalone business with dedicated capital and management. The resulting issuer's primary offering will be a cloud-based conversational AI platform providing virtual AI sales agents on a subscription basis. Resulting issuer board and officers The directors of the resulting issuer are expected to be: (i) Ali Tajskandar, CEO and chairman; (ii) Hossein Malek, lead independent director; (iii) Jordan Gutierrez, COO; and (iv) Prashant Nedungadi. The senior officers of the resulting issuer are expected to be: (i) Ali Tajskandar, CEO and chairman; (ii) Jordan Gutierrez, COO; (iii) Adrian Lim, chief financial officer; and (iv) Kendra Low, corporate secretary. Biographical information of each of these individuals is set forth below. Ali Tajskandar, chairman, CEO and director Mr. Tajskandar has over 20 years of experience as a software engineer, entrepreneur, technologist and CEO. In 2009, Mr. Tajskandar founded Wishpond with the goal of simplifying marketing for business owners. Under Mr. Auslander's leadership as CEO of Wishpond, Wishpond has expanded its technology suite to include a lead generation platform, award-winning e-mail marketing platform and an advanced marketing automation system. Prior to Wishpond, Mr. Tajskandar worked in several high-tech start-ups including Sound Logic (acquired by Lucent), Seance Software and Bitspan Network. He holds a bachelor of applied science in computer science from Simon Fraser University and an MBA from the University of British Columbia. Hossein Malek, lead independent director Mr. Malek is an executive with a strong record, wide range of functional experience and demonstrated ability to lead organizations through rapid growth. Recognized as a top entrepreneur in Canada, Mr. Malek founded two companies in the converged voice and data applications. In 2000, he successfully sold one of his companies, SoundLogic, to Lucent Technologies. Mr. Malek has been a director of Wishpond since December, 2020, and holds a bachelor's in computer science engineering from Western Michigan University and a master of computer science from the University of Wisconsin-Madison. Prashant Nedungadi, independent director Mr. Nedungadi is a serial entrepreneur and technology executive with over 30 years of experience in AI, ML (machine learning), commerce and digital platforms. He is the co-founder and CEO of Spector.ai, an industrial AI company leveraging agent-based systems, machine learning, and large language models to improve equipment reliability and operational performance. Previously, he was vice-president at GoDaddy, leading its Commerce and WordPress businesses, and served as general manager at Poynt, where he helped drive its acquisition. Earlier, he founded NimbleCommerce, scaling it to hundreds of millions in sales before its exit. Mr. Nedungadi holds an MS from Stanford and a BTech from IIT Delhi. Jordan Guitierrez, COO and director Mr. Gutierrez is a serial entrepreneur, mentor and keynote speaker. Mr. Gutierrez joined Wishpond (as a private company) in 2011 as chief operating officer in charge of revenue, growth and marketing. Prior to Wishpond, Mr. Gutierrez founded Laleo, the largest medical e-commerce website in Latin America boasting eight figure revenues a year. His accomplishments earned him several awards such as Western Canada's Entrepreneur, SFU Student Entrepreneur of the Year and Canada's Entrepreneur Student of the Year. He has been a director and COO of Wishpond since December, 2020, and holds a degree in economics from Simon Fraser University. Adrian Lim, CFO Mr. Lim previously served as group financial controller at Wishpond for over three years through the multiple acquisitions and its growth following its public listing in December, 2020. Prior to Wishpond, he worked in the assurance practice at Ernst & Young LLP in Seattle, Wash., leading public company audits and transactions across the technology, biotech and Fortune 500 sectors. He also gained financial experience with BDO Canada LLP in Vancouver, B.C. Mr. Lim holds a bachelor of commerce from the University of British Columbia, is a Chartered Professional Accountant (CPA, CA) and has also successfully completed the United States CPA examinations. Kendra Low, corporate secretary With more than 20 years of experience working in corporate and sustainability governance, Ms. Low is an experienced and respected corporate secretary, governance professional and business strategist. She is the CEO and co-founder of Vancouver Corporate Solutions Inc., a firm focused on providing exceptional governance, corporate secretarial and strategic advice to its clients. She is also the founder and president of Kalamandra Consulting Inc., a boutique advisory firm providing regulatory and strategic project delivery and advisory services to multinational and Crown corporations, including B.C. Hydro. She is the corporate secretary for a number of public companies, including Wishpond (TSX-V: WISH), Sabio Holdings Inc. (TSX-V: SBIO) and Lucara Diamond Corp. (TSX: LUC). Ms. Low holds a master of business administration and a bachelor of human kinetics from UBC. Hari Nesathurai, CEO of G2M, commented: "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." Non-arm's-length relationships No director, officer or promoter of G2M also is an insider of Wishpond or Salescloser. No director, officer or promoter of G2M has any material interest in Wishpond or Salescloser prior to giving effect to the transaction. As a result, the transaction is not a non-arm's-length qualifying transaction (as such term is defined in TSX-V Policy 2.4) and it is not currently contemplated that approval by G2M's shareholders will be required or sought for the transaction provided that G2M will hold the CPC SH meeting to approve certain elements of the transaction, including the continuation, 20-per-cent fixed ESOP and other elements outlined above. No advances to be made by G2M to Wishpond or Salescloser are contemplated by the definitive agreement, provided however that the definitive agreement contemplates a break fee payable by either party certain termination events equivalent to the amount of legal fees and other expenses incurred by the non-terminating party in respect of the transaction up to such, provided that in the case where G2M becomes obligated to pay a break fee, such fee will be limited to lesser of the actual invoices evidencing the break fee and $25,000. Sponsorship The transaction is subject to the sponsorship requirements of the TSX-V. G2M intends to apply for a waiver from the sponsorship requirements; however, there can be no assurance that a waiver will be obtained. Trading halt Trading in G2M's shares has been halted in accordance with TSX-V policies and will remain halted pending TSX-V review of the transaction, completion of various regulatory filings with the TSX-V in connection therewith and satisfaction of other conditions of the TSX-V for the resumption of trading. Trading in G2M's shares may not resume before closing of the transaction. Further information Additional information (including additional financial and information regarding Salescloser) and other matters will be announced if and when a definitive agreement is reached. Further details about the transaction and the resulting issuer will also be contained in the disclosure document to be prepared and filed with the TSX-V and on SEDAR+ in connection with the transaction. Investors are cautioned that, except as disclosed in such disclosure document, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. We seek Safe Harbor.