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, which will be renamed Salescloser Technologies Inc. The transaction is expected to close around February 17, 2026, subject to regulatory and shareholder approvals.
• The transaction includes a concurrent non-brokered private placement of up to $4.0 million and involves the consolidation of G2M shares on a 7.15:1 basis.

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.
• Share Consolidation: G2M common shares will be consolidated on a 7.15:1 basis, resulting in 1.9 million resulting issuer shares held by G2M shareholders.
• Exchange Ratio & Consideration:
  • Salescloser shares exchange for G2M common shares on a 1:1 basis.
  • Former bridge note holders receive 2.5 million G2M common shares.
  • Wishpond receives 22.75 million "vend-in" shares, representing ~68% of the post-transaction equity.
  • Vend-in shares have a deemed price of $0.75 per share, for aggregate consideration of ~$17 million.
  • Vend-in shares are subject to TSX-V escrow policies.
• 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 resulting issuer shares at $0.60 per share. A 7% commission was paid via 175,000 warrants exercisable at $0.60 for two years.
• 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 subscription 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 an aggregate of 3.8 million shares at $0.60 per share, expiring five years from closing. 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 for 24 months).
• Financial Metrics (Salescloser):
  • Annual Recurring Revenue (ARR): >$1.8 million (current run-rate).
  • ARR Growth: >5x year-over-year.
  • Gross Margins: ~85%.
• Governance & Leadership:
  • Board: Ali Tajskandar (CEO/Chairman), Hossein Malek (Lead Independent Director), Jordan Gutierrez (COO), Prashant Nedungadi (Independent Director).
  • Officers: Ali Tajskandar (CEO), Jordan Gutierrez (COO), Adrian Lim (CFO), Kendra Low (Corporate Secretary).
• Conditions Precedent: Includes TSX-V approval, shareholder approval of continuation to BC law, adoption of 20% fixed ESOP, share consolidation, election of directors, and receipt of $560,000 in G2M treasury (less expenses).
• Name Change: G2M will change its name to Salescloser Technologies Inc. upon closing.
• Trading Status: Trading in G2M shares is halted pending TSX-V review and completion of the transaction.

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."