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

Core Insights - Wishpond Technologies Ltd. is spinning out its SalesCloser business into a separate public company to enhance focused expansion in AI sales and marketing [1][5][6] Transaction Overview - A non-binding letter of intent (LOI) has been signed for G2M Cap Corp. to acquire SalesCloser through a reverse takeover, with Wishpond expected to retain approximately 68% ownership of the new entity [1][2][9] - The transaction is anticipated to close around January 30, 2026, subject to regulatory approvals and the execution of a definitive agreement [2][7] SalesCloser Business Highlights - SalesCloser operates an advanced conversational AI platform that automates sales processes, achieving over $1.7 million in annual recurring revenue (ARR) and over 5x growth in ARR with gross margins near 85% [3][4] - The platform is designed to improve sales efficiency and reduce hiring costs while driving higher conversion rates [3] Strategic Objectives - The spin-out aims to unlock shareholder value and allow both Wishpond and SalesCloser to focus on their respective strengths, with Wishpond planning to reinvest in its core marketing technology platform [5][6] - SalesCloser is expected to become a leader in the conversational AI space for sales, supported by strong demand and rapid product innovations [5][6] Financial Aspects - Wishpond will receive 22,750,000 Resulting Issuer Shares at a deemed price of $0.75 per share, totaling approximately $17 million [9] - SalesCloser plans to undertake a bridge financing of up to $1.5 million through convertible notes, which will convert into shares if the transaction closes [11] - Concurrently, G2M intends to complete a private placement for up to $4 million, with subscription receipts priced at $0.75 each [12][13] Governance and Management - The Resulting Issuer will have a board comprising key executives from both G2M and SalesCloser, including Ali Tajskandar as CEO and Chairman [22][23] - Employment agreements will grant options to acquire 3,800,000 Resulting Issuer Shares to the CEO and COO of SalesCloser [15] Conditions and Approvals - The transaction is subject to various conditions, including the completion of financing, absence of material adverse changes, and shareholder approvals [17][36] - G2M intends to apply for a waiver from the sponsorship requirements of the TSXV [31]