Post-year-end transactions refocus Wishpond on its core marketing technology platform while maintaining majority ownership exposure to SalesCloser

VANCOUVER, BC, April 29, 2026 /PRNewswire/ - Wishpond Technologies Ltd. (TSXV: WISH) (OTCQX: WPNDF) ("Wishpond" or the "Company"), a provider of AI-enabled marketing and sales solutions, announces that it has filed its audited annual consolidated financial statements (the "Annual Financial Statements") and corresponding management's discussion and analysis (The "MD&A") for the fiscal year and fourth quarter ended December 31, 2025. Copies of the Annual Financial Statements and MD&A are available on the Company's profile on SEDAR+ at www.sedarplus.ca.

Subsequent to year-end, Wishpond completed two previously announced strategic transactions:

   -- SalesCloser spin-out completed: SalesCloser Technologies Ltd. commenced 
      trading on the TSX Venture Exchange (the "TSXV") under the symbol "SCAI". 
      Wishpond retained an approximately 63.3% ownership interest in 
      SalesCloser, providing continued exposure to the growth of the separately 
      listed AI sales automation company. 
 
   -- Viral Loops divestiture completed: Wishpond completed the sale of 
      substantially all of the assets of its Viral Loops business for total 
      consideration of $2.3 million, with $1.6 million of cash proceeds applied 
      to reduce the Company's senior credit facility balance. 

Jordan Gutierrez, Wishpond's Chief Executive Officer effective March 26, 2026, commented, "Fiscal 2025 was a reset year for Wishpond. We made difficult but necessary decisions to reduce costs, streamline the organization and support the successful spin-out of SalesCloser. While revenue declined during the year, Wishpond maintained strong gross margins and entered 2026 with a more focused operating structure."

Mr. Gutierrez added, "My priority as CEO is to strengthen Wishpond's core business. That means improving the performance of our marketing technology platform, enhancing our product offering, advancing AI-enabled features across the platform, improving customer retention and executing with greater discipline. We believe Wishpond has a strong product foundation and a valuable customer base, and our focus is on building from that foundation in a sustainable way."

Mr. Gutierrez continued, "The completion of the SalesCloser spin-out also allows Wishpond shareholders to retain meaningful exposure to SalesCloser through our majority ownership interest, while enabling the Wishpond team to focus its operating resources on the Company's core marketing technology and sales solutions business."

Adrian Lim, Wishpond's Chief Financial Officer, commented, "Wishpond generated annual gross margin of 69% in fiscal 2025 and Q4 gross margin of 71%, reflecting the impact of product mix, cost discipline and operational streamlining. Although revenue declined during the year, the Company took meaningful steps to reduce operating costs and better align its cost structure with its revenue base."

Mr. Lim added, "Subsequent to year-end, the Company completed the Viral Loops divestiture and applied $1.6 million of cash proceeds to reduce its senior credit facility balance. Wishpond remains focused on disciplined cash management, supporting its core business, and continuing to work toward a sustainable financial position."

Fiscal 2025 Annual Financial Highlights:

   -- Wishpond generated annual revenue of $14,367,815 during fiscal 2025, 
      compared to $21,620,106 during fiscal 2024, representing a decrease of 
      33.5%. The decline primarily reflected reduced contribution from 
      lower-margin revenue streams, a reduction in email delivery service 
      revenue from a single legacy customer and lower sales capacity following 
      cost optimization initiatives, while management also devoted significant 
      resources during the year to the development and spin-out of SalesCloser. 
 
   -- Wishpond achieved gross profit of $9,909,549 and gross margin of 69% 
      during fiscal 2025, compared to gross profit of $14,768,767 and gross 
      margin of 68% during fiscal 2024. Gross margin remained near the high end 
      of the Company's historical range of 65% to 70%, reflecting cost 
      discipline and operational streamlining. 
 
   -- During fiscal 2025, Wishpond reported Adjusted EBITDA of negative 
      $467,596, compared to positive Adjusted EBITDA of $1,734,412 during 
      fiscal 2024. The decrease was primarily driven by lower revenue relative 
      to the Company's cost structure, partially offset by reduced operating 
      expenses from headcount reductions and other cost optimization 
      initiatives implemented during the year. 
 
   -- As at December 31, 2025, Wishpond had cash of $1,878,880, compared to 
      $1,126,318 as at December 31, 2024, and had drawn $2,554,931 under its 
      credit facility, compared to $1,295,990 as at December 31, 2024. The 
      increase in cash was primarily driven by financing activities, including 
      proceeds from the SalesCloser bridge financing. Net cash used in 
      operating activities during fiscal 2025 was $1,456,443. 

Fourth Quarter 2025 Financial Highlights:

   -- Wishpond generated quarterly revenue of $3,192,084 during Q4-2025, 
      compared to $4,685,396 during Q4-2024, reflecting the same revenue trends 
      described above. 
 
   -- Wishpond achieved gross profit of $2,255,758 and gross margin of 71% 
      during Q4-2025, compared to gross profit of $3,206,990 and gross margin 
      of 68% during Q4-2024. Q4-2025 gross margin exceeded the Company's 
      historical range of 65% to 70%. 
 
   -- During Q4-2025, Wishpond reported Adjusted EBITDA(1) of negative 
      $111,120, compared to positive Adjusted EBITDA(1) of $331,270 during 
      Q4-2024. 

Fiscal 2025 Business Highlights:

   -- During fiscal 2025, the Company advanced the development and 
      commercialization of SalesCloser, its conversational AI sales automation 
      platform. SalesCloser achieved $1 million in Annual Recurring Revenue 
      ("ARR")(1), and the Company filed seven non-provisional utility patent 
      applications related to SalesCloser. 
 
   -- On August 26, 2025, the Company announced that it successfully renewed 
      its revolving operating line with National Bank of Canada with a maximum 
      limit of $5 million. The amended facility included a revised borrowing 
      base calculation that reduced the Company's borrowing capacity and 
      resulted in non-compliance with certain financial covenants. As at 
      December 31, 2025, the outstanding credit facility balance was 
      $2,554,931, and the Company was in breach of certain financial covenants 
      thereunder. 
 
   -- On November 21, 2025, the Company announced that it signed a non-binding 
      letter of intent with an arm's-length third party regarding a potential 
      sale of certain assets of the Viral Loops business. 
 
   -- On November 25, 2025, the Company announced that it entered into a loan 
      agreement with Malek Holdings Ltd., a significant shareholder of the 
      Company, for proceeds of $200,000 to support working capital and 
      short-term liquidity requirements. The loan is unsecured, bears interest 
      at Canadian Prime Rate plus 2.0% per annum and has a maturity date of 12 
      months from the effective date. 
 
   -- On December 15, 2025, the Company announced that it closed a fully 
      subscribed $1.5 million bridge financing in connection with the proposed 
      SalesCloser transaction, through unsecured, zero-interest convertible 
      promissory notes that were expected to convert into common shares of the 
      resulting issuer upon closing of the transaction. 
 
   -- On December 23, 2025, the Company announced that it entered into a 
      definitive master agreement in respect of the proposed spin-out of 
      SalesCloser into a separate publicly listed entity. The transaction was 
      subsequently completed on March 26, 2026, with Wishpond retaining an 
      approximately 63.3% ownership interest in SalesCloser Technologies Ltd. 

Business Highlights Subsequent to December 31, 2025:

   -- On March 6, 2026, the Company announced that it entered into a 
      forbearance agreement with its senior lender (the "Forbearance 
      Agreement"), pursuant to which the lender agreed to forbear from 
      exercising its enforcement rights in respect of existing defaults until 
      the earlier of December 31, 2026 or the occurrence of certain terminating 
      events, subject to the Company complying with the terms and conditions of 
      the agreement. The credit facility remains repayable on demand, and the 
      conditions described in the Company's annual financial statements and 
      MD&A indicate the existence of a material uncertainty that may cast 
      significant doubt on the Company's ability to continue as a going 
      concern. 
 
   -- On March 9, 2026, the Company announced that it completed the sale of 
      substantially all of the assets of its Viral Loops business. Total 
      consideration for the transaction was $2.3 million, consisting of $2.1 
      million in cash proceeds received on closing and a $0.2 million vendor 
      note receivable due 12 months from closing. In connection with the 
      closing, $1.6 million of the cash proceeds was applied to repay a portion 
      of the outstanding credit facility balance, consistent with the terms of 
      the Forbearance Agreement. 
 
   -- On March 26, 2026, the Company announced that it completed the spin-out 
      of its SalesCloser business into a separate publicly listed entity. 
      SalesCloser Technologies Ltd. began trading on the TSXV under the ticker 
      "SCAI" on April 9, 2026. Upon closing, the convertible promissory notes 
      from the bridge financing were converted into common shares of 
      SalesCloser, and SalesCloser completed a concurrent equity financing for 

      gross proceeds of $5,450,000. Wishpond received 22,750,000 common shares 
      of SalesCloser and retained a controlling ownership interest of 
      approximately 63.3%, providing Wishpond shareholders with continued 
      exposure to SalesCloser as a separately listed AI sales automation 
      company. 
 
   -- On March 27, 2026, the Company announced the appointment of Jordan 
      Gutierrez as Chief Executive Officer, effective March 26, 2026. Mr. 
      Gutierrez succeeded Ali Tajskandar, who stepped down as CEO of Wishpond 
      to assume the role of Chief Executive Officer of SalesCloser. Mr. 
      Tajskandar remains on the Board of Directors of Wishpond. 

Outlook:

For 2026, Wishpond is focused on strengthening its core marketing technology platform and sales solutions business, with an emphasis on its core Wishpond marketing suite, improving operating efficiency and enhancing financial flexibility. Following the completion of the Viral Loops divestiture and the SalesCloser transaction subsequent to year-end, the Company is more focused on executing against its core business and aligning resources around the products, services and customer relationships that management believes are most central to Wishpond's long-term operating performance.

The Company has taken steps in 2025 to streamline operations and align its cost structure more closely with revenue levels, and management intends to continue those efforts in 2026. Wishpond remains focused on supporting the performance of its core platform and product suite, improving customer acquisition and retention, and continuing to develop AI-enabled capabilities intended to enhance the effectiveness of its marketing and sales solutions.

Management's key priorities for 2026 are as follows:

   -- Strengthen organic revenue performance; 
 
   -- Improve margins and operating efficiency through disciplined cost 
      management; 
 
   -- Reduce churn and increase long-term customer value; and 
 
   -- Improve liquidity and financial flexibility. 

Selected Financial Highlights:

The tables below set out selected financial information relating to Wishpond and should be read in conjunction with the Annual Financial Statements and MD&A. Copies are available under the Company's SEDAR+ profile at www.sedarplus.ca.

 
                  Three-months    Three-months    Year ended      Year ended 
                ended December  ended December    December 31,    December 31, 
                    31, 2025 $      31, 2024 $          2025 $          2024 $ 
Revenue              3,192,084       4,685,396      14,367,815      21,620,106 
Gross profit         2,255,758       3,206,990       9,909,549      14,768,767 
Gross margin              71 %            68 %            69 %            68 % 
Adjusted 
 EBITDA(1)           (111,120)         331,270       (467,596)       1,734,412 
Credit 
 facility -- 
 end of 
 period              2,554,931       1,295,990       2,554,931       1,295,990 
Cash -- end of 
 period              1,878,880       1,126,318       1,878,880       1,126,318 
Net increase 
 (decrease) in 
 cash during 
 the period 
 net of credit 
 facility            1,355,577          45,885       (506,379)       (599,599) 
 

Reconciliation to Adjusted EBITDA(1)

 
                  Three-months    Three-months    Year ended      Year ended 
                ended December  ended December    December 31,    December 31, 
                    31, 2025 $      31, 2024 $          2025 $          2024 $ 
Loss before 
 income taxes        (567,989)       (306,615)     (2,436,044)       (811,661) 
Depreciation 
 and 
 amortization          427,026         418,212       1,678,560       1,646,363 
Interest 
 expense                42,712          35,857         163,935         151,133 
Other expenses 
 (income)             (14,648)         147,719         189,419         407,320 
Stock-based 
 compensation 
 expense 
 (recovery)              1,779          36,097        (63,466)         341,257 
Adjusted 
 EBITDA(1)           (111,120)         331,270       (467,596)       1,734,412 
 

Footnotes:

 
(1)  Adjusted EBITDA and MRR are not financial measures recognized by 
     International Financial Reporting Standards ("IFRS"), do not have any 
     standardized meaning prescribed by IFRS and therefore may not be 
     comparable to similar measures presented by other entities. See 
     "Cautionary Statements -- Non-GAAP Financial Measures" for more 
     information and definitions of each non-GAAP term used in this press 
     release. 
 

On Behalf of the Board of Wishpond

"Jordan Gutierrez"

Chief Executive Officer

Phone: 778-655-4154

About Wishpond Technologies Ltd.

Wishpond is a Vancouver-based provider of AI-enabled marketing and sales solutions that help businesses grow more efficiently. The Company's vision is to create a fully autonomous AI-enabled platform that streamlines the entire customer acquisition journey, from lead generation and engagement to deal closure, enabling businesses to scale cost-effectively while driving higher conversions. Wishpond offers an all-in-one marketing suite that integrates AI-driven tools such as an AI Website Builder and AI Email Automation. The Company serves small-to-medium-sized businesses across various industries, providing a powerful yet cost-effective alternative to fragmented marketing solutions. Wishpond employs a Software-as-a-Service (SaaS) business model, generating most of its revenue from subscription-based recurring revenue, which ensures strong revenue predictability and cash flow visibility while continuously expanding its AI capabilities. Wishpond is listed on the TSXV under the ticker "WISH", and on the OTCQX Best Market under the ticker "WPNDF". For further information, visit: www.wishpond.com.

Cautionary Statements, Summary Information

Information presented in this press release may be only a summary of all available information and does not purport to be a full representation of all figures, notes and discussions provided for in the Annual Financial Statements and the MD&A. Readers are cautioned to read the entirety of the Annual Financial Statements and the MD&A, and to not rely only on the information presented in this press release. In the event of conflict between the provisions of this press release on the one hand, and the Annual Financial Statements and the MD&A on the other hand, the information in the Annual Financial Statements and the MD&A shall govern.

Non-GAAP Financial Measures

In this press release, Wishpond has used the following terms ("Non-GAAP Financial Measures") that are not defined by IFRS, but are used by management to evaluate the performance of Wishpond and its business, including: Adjusted EBITDA, ARR and MRR. These measures may also be used by investors, financial institutions and credit rating agencies to assess Wishpond's performance and ability to service debt. Non-GAAP Financial Measures do not have standardized meanings prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Securities regulations require that Non-GAAP Financial Measures are clearly defined, qualified and reconciled to their most comparable IFRS financial measures. The intent of Non-GAAP Financial Measures is to provide additional useful information to investors and analysts, and the measures should not be considered in isolation or used as a substitute for measures of performance prepared in accordance with IFRS. Other issuers may calculate Non-GAAP Financial Measures differently. Non-GAAP Financial Measures are identified and defined as follows:

   -- Adjusted EBITDA: Adjusted EBITDA should not be construed as an 
      alternative to net earnings, cash flow from operating activities or other 
      measures of financial results determined in accordance with Generally 
      Accepted Accounting Principles as an indicator of the Company's 
      performance. The Company defines "Adjusted EBITDA" as Income or Loss 
      before income taxes less interest, depreciation and amortization, 
      remeasurement of contingent consideration liability, filing fees, credit 
      facility setup and renewal fees, earn-out remuneration, foreign currency 
      losses (gains), acquisition related expenses, net other expenditures 
      (income), and stock-based compensation. The Company believes that 
      Adjusted EBITDA is a meaningful financial metric as it measures cash 
      generated from operations which the Company can use to fund working 
      capital requirements, service future interest and principal debt 
      repayments and fund future growth initiatives. 
 
   -- Annual Recurring Revenue: The Company uses Annual Recurring Revenue, or 
      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. ARR should not 
      be construed as an alternative to revenue or other measures of financial 
      results determined in accordance with Generally Accepted Accounting 
      Principles as an indicator of the Company's performance. 
 
   -- Monthly Recurring Revenue: The Company uses Monthly Recurring Revenue, or 
      MRR, as a directional indicator of subscription revenue going forward 
      assuming customers maintain their subscription plan the following month. 
      MRR is the total of all monthly subscription plan fees paid by customers 
      in effect on the last day of that period. If customers pay for more than 
      one month upfront, the amount is divided by the number of months in the 
      subscription period. Discounts are deducted prior to the calculation and 
      one-time payments and metered-based charges are excluded. MRR should not 
      be construed as an alternative to revenue or other measures of financial 
      results determined in accordance with Generally Accepted Accounting 
      Principles as an indicator of the Company's performance. 

Notice Regarding Forward Looking Statements

Statements that are not reported financial results or other historical information are forward-looking statements or forward-looking information within the meaning of applicable securities laws (collectively, "forward-looking statements"). This press release includes forward-looking statements regarding the Company, its subsidiaries and the industries in which they operate, including statements about, among other things, all information contained under the heading "Outlook" herein, and references to expected results from the future operations of the Company, future growth of the Company's products and platforms and the future development and increased use of products incorporating artificial intelligence, including SalesCloser. Sentences and phrases containing or modified by words such as "expect", "anticipate", "plan", "continue", "estimate", "intend", "expect", "may", "will", "project", "predict", "potential", "targets", "projects", "is designed to", "strategy", "should", "believe", "contemplate" and similar expressions, and the negative of such expressions, are not historical facts and are intended to identify forward-looking statements. Readers are cautioned to not place undue reliance on forward-looking statements. Actual results and developments may differ materially from those contemplated by forward-looking statements. Although the Company believes that the expectations reflected in forward-looking statements in this press release are reasonable and are based on, among other things, the expectations and analysis of current market trends and opportunities of management of the Company, such forward-looking statements have been based on expectations, factors and assumptions concerning future events which may prove to be inaccurate and are subject to numerous risks and uncertainties, certain of which are beyond the Company's control, including, but not limited to, potential operational inefficiencies due to the change in management and as a result of the SalesCloser transaction, the ability of the Company to successfully comply with the terms and conditions of the Forbearance Agreement and its other credit facilities, the adequacy of any of the Company's credit facilities or working capital to provide the Company with sufficient funding or capital, whether the Company's financial and operational goals for 2026 can be realized, economic uncertainty and instability as a result of ongoing inflation and supply chain issues, higher interest rate climate, tightening of credit availability and recessionary risks, pandemic related risks, wars, tariffs, instability in global commodity and securities markets, shifts in consumer and institutional spending and marketing strategies, risks related to data breaches and privacy, the changing global market and competition for the products and services supplied by the Company, risks associated with the failure to obtain the patents applied for and infringement by third parties of the Company's intellectual property and the additional risk factors discussed in the continuous disclosure materials of the Company which are available under the Company's profile on SEDAR+ at www.sedarplus.ca. The forward-looking statements contained in this press release are expressly qualified by this cautionary statement and are made as of the date hereof. The Company disclaims any intention and has no obligation or responsibility, except as required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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.

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April 29, 2026 06:00 ET (10:00 GMT)