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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.

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March 26, 2026 20:15 ET (00:15 GMT)