G2M CAP CORP. ANNOUNCES LETTER OF INTENT IN RESPECT OF QUALIFYING TRANSACTION WITH SALESCLOSER AI AND WISHPOND TECHNOLOGIES

Rhea-AI Summary

G2M Cap Corp (OTCQX: WPNDF) entered a non-binding LOI dated Nov 4, 2025 to acquire SalesCloser via a reverse takeover, creating a public company expected to be renamed SalesCloser Technologies Inc. The Transaction targets a closing on or about Jan 30, 2026, is subject to TSXV approval, definitive agreements and completion of bridge and concurrent financings.

Key metrics: SalesCloser reports ~$1.7M ARR (run-rate), >5x ARR growth, and ~85% gross margins. Wishpond would hold ~68% of the Resulting Issuer via 22,750,000 vend-in shares at a deemed $0.75/share (~$17M aggregate). Planned financings: up to $1.5M bridge and up to $4.0M concurrent.

Positive

• SalesCloser ARR of $1.7M on current run-rate
• Reported ~85% gross margins
• Wishpond to hold ~68% of Resulting Issuer after closing
• Concurrent financing target of $4.0M to fund growth and closing

Negative

• Transaction subject to TSXV approval and multiple closing conditions
• Planned issuance creates pro forma dilution to new shareholders
• Founder options of 3.8M shares vest immediately, increasing share supply
• If financings fail, Bridge Notes remain as unsecured debt without conversion

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

Wishpond Subsidiary to Be Spun-Out into Separate Public Company to Enable Focused Expansion in AI Sales & Marketing 

VANCOUVER, BC, Nov. 5, 2025 /PRNewswire/ - G2M Cap Corp. (TSXV: GTM) ("G2M"), Wishpond Technologies Ltd. ("Wishpond") (TSXV: WISH) (OTCQX: WPNDF) and 1560320 B.C. Ltd. ("SalesCloser") are pleased to announce that they have entered into a non-binding letter of intent (the "LOI") which will result in Wishpond's SalesCloser business being spun out to form the business of a new publicly listed company. Pursuant to the LOI, dated November 4, 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 LOI, the "Transaction"). Upon completion of the Transaction, it is expected that Wishpond will own approximately 68% of the issued and outstanding shares ("Resulting Issuer Shares") of the Resulting Issuer (as defined below).

On completion of the Transaction, which is subject to, among other things, the negotiation and execution of a binding definitive agreement (the "Definitive Agreement"), G2M intends to apply to list the common shares of the Resulting Issuer on the TSX Venture Exchange (the "TSXV"). The Transaction is subject to the approval of the TSXV and is expected to constitute G2M's "Qualifying Transaction", as defined in TSXV Policy 2.4.

About SalesCloser

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 $1.7 million in annual recurring revenue ("ARR") on a current run-rate basis, representing more than 5× ARR growth with gross margins near 85%.¹ For more information, visit the SalesCloser website at: https://salescloser.ai. 

SalesCloser is a British Columbia company with offices at 422 Richards St. #170, Vancouver, British Columbia, V6B 2Z4, Canada.

__________________________ 1 ARR: SalesCloser uses ARR as a directional indicator of subscription revenue going forward assuming customers maintain their subscription plan for a period of 12 months. ARR is calculated by multiplying total MRR by 12.

Strategic Objectives Underlying the Transaction

Ali Tajskandar, CEO of Wishpond and SalesCloser, comments: "The proposed spin-out marks a major step forward in Wishpond's evolution, creating 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. The stronger cash position should also allow Wishpond to strengthen its balance sheet and to continue innovation and expansion."

He further comments, "SalesCloser's business has grown rapidly in the past ten 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 standalone 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. It is expected that the Transaction creates a clear path for both companies to scale faster, innovate deeper, and deliver greater long-term value for shareholders."

Terms of the Transaction

General Transaction Terms

Pursuant to the terms of the LOI, and subject to certain conditions, including receipt of applicable regulatory and shareholder approvals, at the closing of the Transaction (the "Closing"), G2M will, through a series of steps, including a three-cornered amalgamation, acquire all the issued and outstanding securities of SalesCloser. At the Closing, SalesCloser will become a wholly owned subsidiary of G2M (after the Closing, the "Resulting Issuer"). 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 January 30, 2026.

As part of the Transaction, G2M will consolidate its common shares on a 7.15:1 basis, such that there will be 1,900,000 Resulting Issuer Shares held by G2M shareholders after the consolidation (the "G2M Share Consolidation").

At the Closing, Wishpond will be issued 22,750,000 Resulting Issuer Shares (the "Vend-in Shares"), representing approximately 68% 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 $0.75 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 TSXV.

Bridge Financing

Prior to the closing of the Transaction, SalesCloser intends to undertake a financing by way of a private placement, for gross proceeds of up to $1,500,000.00 (the "Bridge Financing"). Pursuant to the Bridge Financing, SalesCloser will issue convertible notes (the "Bridge Notes") which will be issued on a zero-interest basis, have a maturity date of three years and will be converted, through a series of steps, into up to 2,500,000 Resulting Issuer Shares (the "Bridge Shares") at a price of $0.60 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 commission of 7% warrants may be paid to certain finders by SalesCloser in respect of the Bridge Financing, with such warrants having an exercise price of $0.60 per share for a period of two (2) years after the Closing. It is intended that 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 their holders. It is intended that the net proceeds from the Bridge Financing will be used to fund Transaction related expenses of Wishpond and SalesCloser, SalesCloser's business plan through sales and marketing initiatives and product development, and for general working capital purposes. Non-arm's length parties may participate in the Bridge Financing subject to Wishpond complying with applicable TSXV requirements.

Concurrent Financing

As a condition to closing of the Transaction, G2M intends to complete a concurrent non-brokered private placement (the "Concurrent Financing") of up to 5,333,333 subscription receipts ("Subscription Receipts") for proceeds of up to $4.0 million. 

It is expected that each Subscription Receipt will have an issue price of $0.75 per Subscription Receipt. Each Subscription Receipt will convert into one unit of the Resulting Issuer ("Unit"), with each Unit being comprised of one Resulting Issuer Share and one half of one warrant (the "Concurrent Warrants"). 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 fund 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% of gross proceeds in cash and the issuance to certain finders of the number of finder's warrants ("Finders' Warrants") equal to 7% of the number of securities sold in the Concurrent Financing, where each Finders' Warrant will be exercisable to purchase one Resulting Issuer Share for $0.75 for a period of 24 months after the Closing.

Founder Options

In addition, G2M will enter into employment agreements with each of the CEO and the COO of SalesCloser (the "Founder Employment Agreements"), pursuant to which agreements the CEO and COO will be granted options to acquire an aggregate of 3,800,000 Resulting Issuer Shares (the "Founder Options"). The Founder Options will have an exercise price of $0.60 per share, will vest immediately after the Closing and will expire five (5) years from the date of Closing.

Finders' Fee Shares

The LOI provides that the Resulting Issuer will issue 1,180,833 Resulting Issuer Shares (the "Finders' Fee Shares") to or at the direction of Robert Kiesman, subject to the approval of the TSXV.

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 (the "CPC SH 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) (the "Continuation"); (ii) the adoption of articles in form acceptable to Wishpond; (iii) approval of the grant of the Founder Options pursuant to the Founder Employment Agreements, as well as related approvals required by the TSXV; (iv) the G2M Share Consolidation; (v) the adoption of a 20% fixed stock option plan, in a form acceptable to Wishpond (the "20% Fixed ESOP"); (vi) the fixing of the number of directors of the Resulting Issuer at four (4), as well as the election of the Wishpond nominees set out below (the "Resulting Issuer Board"); (vii) the changing of the auditor of the Resulting Issuer; (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 TSXV; and (x) if required by the TSXV, 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 TSXV; (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 an ongoing basis, provided that Wishpond owns at least 20% of the issued and outstanding Resulting Issuer Shares; and (xiii) National Bank of Canada will have consented to the Transaction, in respect of certain lending arrangements with Wishpond. 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, Wishpond will hold approximately 68% 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 following table sets out the estimated pro forma capital structure at the Closing:

Type of Securities	Share Capital
G2M	1,900,000
Bridge Financing	2,500,000
Concurrent Financing	5,333,333
Finder's Fee Shares	1,180,833
Vend-in Shares	22,7500,000
Outstanding at Closing	33,664,166
Founder Options	3,800,000
Finders' Warrants (Bridge)	Up to 175,000
Concurrent Warrants	2,666,666
20% Stock Options (CPC)	181,818
Finders' Warrants (Concurrent)	Up to 373,333
CPC Broker Warrants (IPO)	69,930

Stock Options

G2M intends to adopt the 20% Fixed ESOP at the Closing, being a customary 20% fixed stock option plan for the Resulting Issuer, subject to the policies of the TSXV. 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, and the Resulting Issuer Shares will be listed under a new trading symbol. 

Resulting Issuer Board & 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) one additional nominee who will be nominated by Wishpond.

The senior officers of the Resulting Issuer are expected to be: (i) Ali Tajskandar, CEO & Chairman; (ii) Jordan Gutierrez, COO; (iii) Adrian Lim, CFO; and (iv) Kendra Low, Corporate Secretary.

Biographical information of each of these individuals is set forth below: 

Ali Tajskandar, Chairman, CEO and Director

Ali Tajskandar has over 20 years' 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 email 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), Séance 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

Hossein Malek is an executive with a strong track 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.

Jordan Guitierrez, COO and Director

Jordan 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

Adrian 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, WA, 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, BC. 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 U.S. CPA examinations.

Kendra Low, Corporate Secretary

With more than 20 years' 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 multi-national and crown corporations, including BC Hydro. She is the Corporate Secretary for a number of public companies, including Wishpond (TSXV: WISH), Sabio Holdings Inc. (TSXV: SBIO), and Lucara Diamond Corp. (TSX:LUC). Kendra 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 TSXV 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% Fixed ESOP and other elements outlined above. No advances to be made by G2M to Wishpond or SalesCloser are contemplated by the LOI, provided however that the LOI 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 TSXV. 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 TSXV policies and will remain halted pending TSXV review of the Transaction, completion of various regulatory filings with the TSXV in connection therewith, and satisfaction of other conditions of the TSXV 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 TSXV 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. 

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements

This press release contains "forward-looking information" and "forward-looking statements" within the meaning of applicable Canadian securities laws (collectively, "forward-looking statements"). Forward-looking statements in this press release include, without limitation, statements concerning the LOI, the Transaction, the entering into of the Definitive Agreement, the completion of the Bridge Financing and the Concurrent Financing, the anticipated timing for completion of the Transaction, the expected ownership of the Resulting Issuer, the intention to apply to list the Resulting Issuer Shares on the TSXV, and the anticipated business and operations of the Resulting Issuer following completion of the Transaction. Forward-looking statements are based on current expectations and assumptions made by management, including assumptions regarding the ability of the parties to negotiate and enter into the Definitive Agreement, obtain required regulatory, shareholder and stock exchange approvals, complete the Bridge Financing and the Concurrent Financing on acceptable terms, and general economic and market conditions. Forward-looking statements are subject to a number of risks and uncertainties that may cause actual results to differ materially from those expressed or implied, including the risk that the Definitive Agreement will not be entered into, that the Transaction, the Bridge Financing or the Concurrent Financing will not be completed as currently contemplated or at all, that required approvals will not be obtained or will be delayed, changes in market conditions, and other risks generally applicable to companies undertaking a qualifying transaction or reverse takeover. There can be no assurance that the Transaction will be completed on the terms described in this press release, or at all. All forward-looking statements herein are qualified in their entirety by this cautionary statement, and Wishpond disclaims any obligation to revise or update any such forward-looking statements or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future results, events or developments, except as required by law.

Completion of the Transaction is subject to a number of conditions, including but not limited to, ‎TSXV acceptance and if applicable pursuant to TSXV requirements, majority of the minority ‎shareholder approval. Where applicable, the Transaction cannot close until the required ‎shareholder approval is obtained. There can be no assurance that the Transaction will be ‎completed as proposed or at all.‎

Investors are cautioned that, except as disclosed in the management information circular or filing ‎statement to be prepared in connection with the Transaction, any information released or received ‎with respect to the Transaction may not be accurate or complete and should not be relied upon. ‎Trading in the securities of a capital pool company should be considered highly speculative.‎

The TSXV has in no way passed upon the merits of the Transaction ‎and has neither approved nor disapproved the contents of this news release.‎

This news release does not constitute an offer to sell or the solicitation of an offer to buy any ‎securities in any jurisdiction.‎ The securities referred to in this news release have not been, and will not be, registered under the ‎United States Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold within the United ‎States or to, or for the account or benefit of, any U.S. person unless they are registered under the ‎United States Securities Act of 1933, as amended, and any applicable state securities laws, or an applicable ‎exemption from the such U.S. registration requirements is available. This news release does not constitute an offer ‎for sale of securities, nor a solicitation for offers to buy any securities. Any public offering of ‎securities in the United States must be made by means of a prospectus containing detailed ‎information about the company and management, as well as financial statements.‎

View original content to download multimedia:https://www.prnewswire.com/news-releases/g2m-cap-corp-announces-letter-of-intent-in-respect-of-qualifying-transaction-with-salescloser-ai-and-wishpond-technologies-302605174.html

SOURCE Wishpond Technologies Ltd.

FAQ

What is the timeline for the SalesCloser reverse takeover of G2M (WPNDF)?

The LOI targets completion on or about Jan 30, 2026, subject to definitive agreements, TSXV and other approvals.

How much ARR and margins does SalesCloser report ahead of the WPNDF transaction?

SalesCloser reports a current run-rate of approximately $1.7M ARR and gross margins near 85%.

How much ownership will Wishpond hold in the Resulting Issuer after the WPNDF deal?

Wishpond is expected to hold approximately 68% of the Resulting Issuer via 22,750,000 vend-in shares.

What financings are planned to support the WPNDF qualifying transaction?

Planned financings include a $1.5M bridge (convertible notes) and a $4.0M concurrent private placement of subscription receipts.

What are the key shareholder impacts from the WPNDF transaction?

Impacts include a 7.15:1 share consolidation, issuance of vend-in, bridge and concurrent shares, immediate vesting of 3.8M founder options, and escrowed vend-in shares per TSXV policy.

What approvals are required to close the SalesCloser transaction with G2M (WPNDF)?

Closing requires definitive agreements, completion of the bridge and concurrent financings, G2M shareholder approvals, TSXV approval and other customary regulatory consents.