SALESCLOSER TECHNOLOGIES LTD. (FORMERLY G2M CAP CORP.) ANNOUNCES CLOSING OF QUALIFYING TRANSACTION WITH SALESCLOSER AI AND WISHPOND TECHNOLOGIES LTD

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Oversubscribed Concurrent Financing Closes with C$5.45 Million Raised

VANCOUVER, BC, March 26, 2026 /CNW/ - SalesCloser Technologies Ltd. (formerly G2M Cap Corp.) (TSXV: GTM.p) (the "Company"), SalesCloser Technologies Inc. ("SalesCloser"), and Wishpond Technologies Ltd. ("Wishpond") (TSXV: WISH) (OTCQX: WPNDF), are pleased to announce that, further to their previous announcements, the Company has completed its previously announced qualifying transaction (the "Transaction") involving the acquisition by the Company of all of the issued and outstanding securities of SalesCloser from Wishpond, by way of a three-cornered amalgamation involving the Company, a wholly-owned subsidiary of the Company ("Subco"), and SalesCloser (the "Amalgamation").

Transaction Highlights

• Qualifying Transaction completed, creating SalesCloser Technologies Ltd. as a publicly traded company
• C$5.45 million oversubscribed concurrent financing completed
• SalesCloser ARR exceeding C$2.0 million, up from approximately C$0.3 million at the beginning of 2025
• Subscription-based SaaS business model with recurring revenue and scalable margin profile
• Wishpond holds 63.3% ownership following closing

Concurrently with the closing of the Transaction, the Company changed its name from "G2M Cap Corp." to "SalesCloser Technologies Ltd." (the "Resulting Issuer"). The new CUSIP for the common shares of the Resulting Issuer is 79467H102 and the ISIN is CA79467H1029. The Resulting Issuer is expected to commence trading of its common shares as a Tier 2 issuer on the TSX Venture Exchange (the "TSXV") under the trading symbol "SCAI" on or about March 30, 2026, subject to the issuance of the final QT Exchange Bulletin by the TSXV.

Ali Tajskandar, CEO of SalesCloser, comments, "This transaction marks a defining milestone for SalesCloser as we begin trading as a standalone public company. In just over a year, we have grown annual recurring revenue from approximately C$0.3 million to over C$2.0 million while building a conversational AI platform with strong early customer adoption. We believe AI is fundamentally transforming how businesses engage with customers, and SalesCloser is positioned to help organizations automate and scale their sales processes through intelligent, always-on AI agents. With C$7 million of capital raised in connection with the Transaction, including the concurrent financing and previously completed bridge financing, we are focused on accelerating product innovation and scaling our go-to-market efforts. We would like to thank Hari Nesathurai and the G2M team for their professionalism throughout this process, as well as our advisors and shareholders for their continued support. We are excited to execute on the opportunity ahead and deliver long-term value for our shareholders."

Terms of the Transaction

In connection with the closing of the Transaction, the following transactions have been completed.

Asset Transfer from Wishpond to SalesCloser

Wishpond has transferred 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.

Consolidation

The Company has consolidated its common shares on a 7.15:1 basis, such that there are 1,902,097 Resulting Issuer Shares held by the Company's former shareholders after the consolidation.

Grant of Founder Options

The Company granted to Ali Tajskandar (2,533,333 options) and Jordan Gutierrez (1,266,667 options) (collectively, the "Founder Options") pursuant to the Company's 20% fixed stock option plan (the "SOP"), with such options being exercisable at a price of C$0.60 per share for a term of 5 years, fully vested immediately after the closing of the Transaction. The adoption of the SOP and the grant of the Founder Options were approved by the shareholders of the Company at the March 20, 2026 special shareholder meeting, the results of which were previously announced on March 20, 2026. The Founder Options are subject to escrow in accordance with the policies of the TSXV.

Continuance and Amalgamation

In connection with the Amalgamation, the Company continued from the Canada Business Corporations Act to the Business Corporations Act (British Columbia) (the "BCBCA"). Following the continuance, SalesCloser and Subco amalgamated under the BCBCA to form SalesCloser Holdings Ltd., a wholly-owned subsidiary of the Resulting Issuer.

Conversion of Bridge Notes

Concurrent with the completion of the Amalgamation, the bridge notes of SalesCloser (the "Bridge Notes") issued pursuant to the previously announced bridge financing (the "Bridge Financing") were converted, through a series of steps, into 2,499,997 common shares of the Resulting Issuer. The previously announced 175,000 finder's warrants issued to pay the 7% commission to a certain finder by SalesCloser in respect of the Bridge Financing, with such warrants having an exercise price of C$0.60 per share for a period of two (2) years after the closing of the Transaction have been assumed by the Resulting Issuer as part of the Transaction and will be exercisable for common shares of the Resulting Issuer on the same terms.

Closing of Upsized Concurrent Financing

Prior to the completion of the Amalgamation, the Resulting Issuer completed its previously announced concurrent non-brokered private placement (the "Concurrent Financing") of 7,266,660 subscription receipts ("Subscription Receipts") at an issue price of C$0.75 per Subscription Receipt for aggregate gross proceeds of C$5,450,000. The Concurrent Financing was previously upsized from C$4,000,000 to C$5,000,000, with an option to further upsize to a total of C$5,500,000.

Concurrent with the completion of the Amalgamation, each Subscription Receipt was converted into one unit of the Resulting Issuer, with each unit consisting of one common share of the Resulting Issuer and one-half of one warrant, in accordance with the terms previously disclosed. Each whole warrant is exercisable to acquire one common share of the Resulting Issuer at an exercise price of C$1.25 per share for a period of 24 months following closing of the Transaction. The warrants are subject to an acceleration provision, pursuant to which the Resulting Issuer may accelerate the expiry date of the warrants if the volume weighted average trading price of the Resulting Issuer's common shares exceeds C$1.80 for ten (10) consecutive trading days. In connection with the Concurrent Financing, finder's fees were paid consisting of cash equal to 7% of the gross proceeds raised and finder's warrants equal to 7% of the number of securities sold, with each finder's warrant exercisable to purchase one common share of the Resulting Issuer for C$0.75 for a period of 24 months after closing of the Transaction.

Issuance of Resulting Issuer Shares to Wishpond

Concurrent with the completion of the Amalgamation, all of the issued and outstanding shares of SalesCloser issued to Wishpond and the holders of the Bridge Notes were exchanged for common shares of the Resulting Issuer on a 1:1 basis. Wishpond was issued 22,750,000 common shares of the Resulting Issuer, which are subject to escrow in accordance with the policies of the TSXV.

Grant of Additional Options and Inducement Shares

At the Closing, the Resulting Issuer granted an aggregate of 2,403,700 incentive stock options (the "Incentive Options") pursuant to the SOP to certain directors, officers, employees and consultants. The Incentive Options are exercisable at a price of C$0.75 per share, and other than 319,167 of these Incentive Options, which will immediately vest upon grant, the remaining Incentive Options will vest over a period of three (3) years with one-third vesting on the first anniversary of the date of grant and the remainder vesting in equal quarterly installments thereafter, and will expire seven (7) years from the date of grant. At the Closing, the Resulting Issuer issued 356,641 common shares to Ali Tajskandar (the "Inducement Shares") pursuant to Section 6.4 of Exchange Policy 4.4 as an inducement grant that are intended to provide an additional equity incentive aligned with the long-term growth and performance of the Resulting Issuer. The Inducement Shares are subject to escrow in accordance with the policies of the TSXV.

Finder's Fee Shares

At the Closing, the Resulting Issuer issued 1,180,833 common shares to or at the direction of Robert Kiesman pursuant to a finder's fee agreement in connection with the Transaction.

Immediately following Closing, there are 35,956,228 common shares of the Resulting Issuer issued and outstanding. Based on such capital structure, former shareholders of the Company hold approximately 5.3% of the common shares of the Resulting Issuer, subscribers under the Concurrent Financing approximately 20.2%, holders under the previously disclosed bridge financing approximately 7.0%, the finder's fee shares approximately 3.3%, holders of Inducement Shares approximately 1.0%, and Wishpond approximately 63.3%.

Board and Management

In connection with the completion of the Transaction, all of the former directors and officers of the Company resigned. The Company would like to thank the former directors and officers for their services and contributions during the Company's capital pool company stage.

The board of directors and officers of the Resulting Issuer is now comprised of the following individuals:

• Ali Tajskandar – Chief Executive Officer and Chairman, Director
• Jordan Gutierrez – Chief Operating Officer, Director
• Hossein Malek – Lead Independent Director
• Prashant Nedungadi – Independent Director
• Kenshi Arasaki – Independent Director
• Adrian Lim – Chief Financial Officer
• Marcelo Negrini – Chief Technology Officer
• Kendra Low – Corporate Secretary

Investor Rights Agreement

In connection with the closing of the Transaction, the Resulting Issuer and Wishpond entered into an investor rights agreement (the "Investor Rights Agreement"). The Investor Rights Agreement provides that, for so long as Wishpond maintains at least 20% ownership of the issued and outstanding common shares of the Resulting Issuer, Wishpond has the right to nominate a majority of the directors to the board of directors of the Resulting Issuer. Ali Tajskandar and Jordan Gutierrez were designated as the initial investor board nominees. The Investor Rights Agreement automatically terminates when Wishpond's ownership percentage falls below 20% of the issued and outstanding common shares of the Resulting Issuer.

Business of the Resulting Issuer

The Resulting Issuer will carry on the business conducted by SalesCloser, being the development and commercialization of an advanced conversational AI platform that enables businesses to automate and scale sales processes. SalesCloser.ai operates as a virtual sales agent, automating sales qualification, live calls, product demonstrations, scheduling and follow-up across voice, video and email. The platform was developed within Wishpond and launched as a standalone SaaS product in 2024, and is offered on a subscription basis with recurring monthly contracts. Key assets include the SalesCloser software platform and source code, intellectual property, customer contracts, brand assets and related operational know-how.

SalesCloser has demonstrated strong early traction, growing annual recurring revenue from approximately C$0.3 million at the beginning of 2025 to over C$2.0 million currently, representing greater than 6x growth over approximately 12 months. While current gross margins reflect ongoing investment in growth, the underlying SaaS model is designed to operate with normalized gross margins in excess of 80%.

Investor Relations Agreements

SalesCloser has entered into written agreements with CapitaLynx Ltd. ("Arx") and bullVestor Medien GmbH ("bullVestor") to provide promotional and investor relations services.

Pursuant to an investor relations technologies and services agreement with Arx dated January 29, 2026, Arx will provide technology-powered investor relations services commencing on the first business day following the closing of the Transaction. The services include press release and investor materials drafting and optimization, stock and investor monitoring, third-party newswire distribution and reporter targeting, management of an investor relations inbox, and ancillary advisory support relating to capital markets and investor relations matters. The agreement has an initial non-cancellable term of five (5) months, during which the Resulting Issuer is required to pay an upfront aggregate fee of US$128,000 (US$25,600 per month), followed by automatic quarterly renewals at a fee of US$13,000 per month (US$39,000 per quarter).

Pursuant to a marketing services engagement agreement with bullVestor dated January 29, 2026, bullVestor will provide corporate marketing and promotional services to the Resulting Issuer, including content creation and management, keyword optimization, advertising and display campaigns, project management, media distribution, and periodic performance reporting. The Resulting Issuer will pay a non-refundable initial media deposit of €250,000 for the services to be provided. The agreement is effective upon the closing of the Transaction and has a fixed term of up to six (6) months.

Transactional Support

Successful completion of the Transaction was supported by exceptional legal counsel, with Stikeman Elliott LLP representing Wishpond and SalesCloser, and Armstrong Simpson representing G2M Cap Corp.

Further Information

Further details regarding the Transaction are set out in the Company's filing statement dated March 18, 2026, which is available under the Company's profile on SEDAR+ at www.sedarplus.ca.

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 anticipated timing of trading of the Resulting Issuer Shares 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 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 final approval of the TSXV and the issuance of the final QT Exchange Bulletin are not obtained, changes in market conditions, and other risks generally applicable to companies undertaking a qualifying transaction or companies listed on the TSXV. There can be no assurance that trading will commence on the timeline anticipated, or at all. All forward-looking statements herein are qualified in their entirety by this cautionary statement, and the Resulting Issuer 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.

Investors are cautioned that, except as disclosed in the filing statement 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.‎

SOURCE Wishpond Technologies Ltd.

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