G2M CAP CORP. ANNOUNCES UPSIZING OF CONCURRENT FINANCING AND DATE OF SPECIAL SHAREHOLDERS MEETING FOR QUALIFYING TRANSACTION WITH SALESCLOSER AI AND WISHPOND TECHNOLOGIES

Rhea-AI Summary

G2M Cap Corp (OTCQX: WPNDF) announced an upsized concurrent non-brokered private placement to support its qualifying transaction acquiring SalesCloser from Wishpond.

The special shareholder meeting is set for March 20, 2026 at 9:30 a.m. PST. The Concurrent Financing was increased from $4,000,000 to up to $5,000,000 with an option to further upsize to $5,500,000. Subscription Receipts priced at $0.75 convert to units with warrants exercisable at $1.25 for 24 months; acceleration triggers at $1.80 VWAP for ten consecutive trading days.

Positive

• Concurrent Financing upsized to $5,000,000
• Optional further upsize to $5,500,000
• Subscription Receipt issue price set at $0.75 per unit
• Warrants exercisable at $1.25 for 24 months

Negative

• Potential dilution from Subscription Receipts and Concurrent Warrants
• Transaction subject to shareholder approval on March 20, 2026

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

Concurrent Financing Upsized to $5,000,000 Due to Strong Investor Interest 

VANCOUVER, BC, Feb. 23, 2026 /PRNewswire/ - G2M Cap Corp. (TSXV: GTM.p) ("G2M"), Wishpond Technologies Ltd. ("Wishpond") (TSXV: WISH) (OTCQX: WPNDF) and SalesCloser Technologies Inc. ("SalesCloser") are pleased to announce that, further to the news releases dated November 5 and December 15, 2025, G2M will hold its special shareholder meeting (the "Meeting") in respect of the qualifying transaction (the "Transaction") involving G2M's acquisition of SalesCloser from Wishpond.

Details of Meeting

The Meeting will be held at Suite 905 1111 W Hastings St, Vancouver, BC, Canada, at 9:30 a.m. (PST) on March 20, 2026, to approve matters related to the Transaction. For more information on the Meeting and the Transaction, please see G2M's information circular which has been filed on its SEDAR+ profile at www.sedarplus.ca.

Upsize of Concurrent Financing

As a condition to closing of the Transaction, G2M is expected complete a concurrent non-brokered private placement (the "Concurrent Financing") of subscription receipts ("Subscription Receipts"). Due to strong investor interest, the Concurrent Financing has been upsized from $4,000,000 to gross proceeds of up to $5,000,000, with the option to further upsize another $500,000, for total gross proceeds of up to $5,500,000.

Each Subscription Receipt will have an issue price of $0.75 and will convert into one unit ("Unit") of the resulting issuer (the "Resulting Issuer"), with each Unit being comprised of one common share of the Resulting Issuer ("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. Each such Resulting Issuer Warrant will include acceleration provisions that provide that if the volume weighted average closing price of the Resulting Issuer Shares on the Exchange is more than $1.80 for ten (10) consecutive trading days, the Resulting Issuer will have the right, in its sole discretion, by providing notice (the "Acceleration Notice") to the warrant holder(s), to accelerate the expiry date of 50% or 100% of such Resulting Issuer Warrants held by each warrant holder to that date which is thirty (30) days from the date of the Acceleration Notice. 

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 Definitive Agreement, the Transaction, 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 obtain required regulatory, shareholder and stock exchange approvals, complete 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 Transaction 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-upsizing-of-concurrent-financing-and-date-of-special-shareholders-meeting-for-qualifying-transaction-with-salescloser-ai-and-wishpond-technologies-302695130.html

SOURCE Wishpond Technologies Ltd.

FAQ

When is the G2M special shareholder meeting to approve the SalesCloser transaction (WPNDF)?

The meeting is scheduled for March 20, 2026 at 9:30 a.m. PST. According to the company, it will be held at Suite 905, 1111 W Hastings St, Vancouver, and will consider approval of matters related to the Transaction.

How much was the Concurrent Financing for the G2M qualifying transaction (WPNDF) upsized to?

The Concurrent Financing was upsized to $5,000,000 with an option to reach $5,500,000. According to the company, strong investor interest prompted the increase from the prior $4,000,000 amount.

What are the terms of the Subscription Receipts and warrants in the G2M financing (WPNDF)?

Each Subscription Receipt is priced at $0.75 and converts to a Unit with one share and one-half warrant. According to the company, each whole warrant is exercisable at $1.25 for 24 months with acceleration provisions.

What is the warrant acceleration trigger for the Resulting Issuer in the WPNDF transaction?

Acceleration can be triggered if the Resulting Issuer's VWAP exceeds $1.80 for ten consecutive trading days. According to the company, acceleration lets the issuer shorten warrant expiry with 30 days' notice.

Will securities issued in the Concurrent Financing be free trading at closing for WPNDF?

It is expected that securities issued under the Concurrent Financing will be free trading at closing of the Transaction. According to the company, this is the expectation at the time of the announcement, subject to closing conditions.