Mr. Ali Tajskandar of G2M Cap reports

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

Further to the previous news releases issued by G2M Cap Corp., SalesCloser Technologies Inc. and Wishpond Technologies Ltd., the previously announced qualifying transaction involving the acquisition by G2M Cap of all of the issued and outstanding securities of SalesCloser from Wishpond, by way of a three-cornered amalgamation involving G2M Cap, a wholly owned subsidiary of G2M Cap (Subco) and SalesCloser.

Transaction highlights:

• Qualifying transaction completed, creating SalesCloser Technologies as a publicly traded company;
• $5.45-million (Canadian) oversubscribed concurrent financing completed;
• SalesCloser ARR (annual rate of return) exceeding $2.0-million (Canadian), up from approximately $300,000 (Canadian) at the beginning of 2025;
• Subscription-based SaaS (software-as-a-service) business model with recurring revenue and scalable margin profile;
• Wishpond holds 63.3-per-cent ownership following closing.

Concurrently with the closing of the transaction, G2M Cap changed its name to SalesCloser Technologies Ltd. (the resulting issuer). The new Cusip number for the common shares of the resulting issuer is 79467H 10 2 and the ISIN is CA 79467H 10 2 9. The resulting issuer is expected to commence trading of its common shares as a Tier 2 issuer on the TSX Venture Exchange under the trading symbol SCAI on or about March 30, 2026, subject to the issuance of the final QT exchange bulletin by the TSX-V.

Ali Tajskandar, chief executive officer 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 $300,000 (Canadian) to over $2.0-million (Canadian) 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 $7-million (Canadian) 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 advisers 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

G2M Cap has consolidated its common shares on a one-for-7.15 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

G2M Cap granted to Mr. Tajskandar (2,533,333 options) and Jordan Gutierrez (1,266,667 options), pursuant to its 20-per-cent fixed stock option plan (SOP), with such options being exercisable at a price of 60 cents per share for a term of five 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 shareholders 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 TSX-V.

Continuance and amalgamation

In connection with the amalgamation, G2M Cap continued from the Canada Business Corporations Act to the Business Corporations Act (British Columbia) (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 issued pursuant to the previously announced bridge financing were converted, through a series of steps, into 2,499,997 common shares of the resulting issuer. The previously announced 175,000 finders' warrants issued to pay the 7-per-cent commission to a certain finder by SalesCloser in respect of the bridge financing, with such warrants having an exercise price of 60 Canadian cents per share for a period of two 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 of 7,266,660 subscription receipts at an issue price of 75 Canadian cents per subscription receipt for aggregate gross proceeds of $5.45-million (Canadian). The concurrent financing was previously upsized from $4-million (Canadian) to $5-million (Canadian), with an option to further upsize to a total of $5.5-million (Canadian).

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 $1.25 (Canadian) 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 $1.80 (Canadian) for 10 consecutive trading days. In connection with the concurrent financing, finders' fees were paid consisting of cash equal to 7 per cent of the gross proceeds raised and finders' warrants equal to 7 per cent of the number of securities sold, with each finder's warrant exercisable to purchase one common share of the resulting issuer for 75 Canadian cents 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 22.75 million common shares of the resulting issuer, which are subject to escrow in accordance with the policies of the TSX-V.

Grant of additional options and inducement shares

At the closing, the resulting issuer granted an aggregate of 2,403,700 incentive stock options pursuant to the SOP to certain directors, officers, employees and consultants. The incentive options are exercisable at a price of 75 Canadian cents 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 years, with one-third vesting on the first anniversary of the date of grant and the remainder vesting in equal quarterly instalments thereafter, and will expire seven years from the date of grant. At the closing, the resulting issuer issued 356,641 common shares to Mr. Tajskandar 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 TSX-V.

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 per cent of the common shares of the resulting issuer, subscribers under the concurrent financing approximately 20.2 per cent, holders under the previously disclosed bridge financing approximately 7.0 per cent, the finder's fee shares approximately 3.3 per cent, holders of inducement shares approximately 1.0 per cent and Wishpond approximately 63.3 per cent.

Board and management

In connection with the completion of the transaction, all of the former directors and officers of G2M Cap 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 now comprises the following individuals:

• Mr. Tajskandar as chief executive officer and chairman, director;
• Mr. Gutierrez as chief operating officer and director;
• Hossein Malek as lead independent director;
• Prashant Nedungadi as independent director;
• Kenshi Arasaki as independent director;
• Adrian Lim as chief financial officer;
• Marcelo Negrini as chief technology officer;
• Kendra Low as 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 provides that, for so long as Wishpond maintains at least 20-per-cent 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. Mr. Tajskandar and Mr. Gutierrez were designated as the initial investor board nominees. The investor rights agreement automatically terminates when Wishpond's ownership percentage falls below 20 per cent 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 (artificial intelligence) 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 e-mail. The platform was developed within Wishpond and launched as a stand-alone SaaS (software-as-a-service) 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 $300,000 (Canadian) at the beginning of 2025 to over $2.0-million (Canadian) currently, representing greater than six times growth over approximately 12 months. While current gross margins reflect continuing investment in growth, the underlying SaaS model is designed to operate with normalized gross margins in excess of 80 per cent.

Investor relations agreements

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

Pursuant to an investor relations technologies and services agreement with Arx dated Jan. 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 news 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 months, during which the resulting issuer is required to pay an upfront aggregate fee of $128,000 (U.S.) ($25,600 (U.S.) per month), followed by automatic quarterly renewals at a fee of $13,000 (U.S.) per month ($39,000 (U.S.) per quarter).

Pursuant to a marketing services engagement agreement with bullVestor dated Jan. 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 euros 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 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.

Further information

Further details regarding the transaction are set out in G2M Cap's filing statement dated March 18, 2026, which is available under the company's profile on SEDAR+.

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