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Wishpond Subsidiary to Be Spun-Out into Separate Public Company to Enable Focused Expansion in AI Sales & Marketing
VANCOUVER, BC, Dec. 23, 2025 /CNW/ - G2M Cap Corp. (TSXV:GTM.p) ("G2M"), Wishpond Technologies Ltd. ("Wishpond") (TSXV:WISH, OTCQX:WPNDF) and SalesCloser Technologies Inc. ("SalesCloser") are pleased to announce that, further to the news releases dated November 5 and December 15, 2025, they have entered into a definitive master agreement (the "Definitive Agreement") which will result in Wishpond's SalesCloser business being spun out to form the business of a new publicly listed company. Pursuant to the Definitive Agreement, dated December 22, 2025, it is expected that G2M will, through a series of steps, acquire all of the issued and outstanding securities of SalesCloser in exchange for securities of G2M, constituting a reverse takeover of G2M (together with the related transactions and corporate procedures set forth in the Definitive Agreement, the "Transaction"). Upon completion of the Transaction, it is expected that Wishpond will own approximately 68% of the issued and outstanding shares ("Resulting Issuer Shares") of the Resulting Issuer (as defined below).
On completion of the Transaction, which is subject to certain conditions, G2M intends to apply to list the common shares of the Resulting Issuer on the TSX Venture Exchange (the "TSXV"). The Transaction is subject to the approval of the TSXV and is expected to constitute G2M's "Qualifying Transaction", as defined in TSXV Policy 2.4.
About SalesCloser and Selected Financial Information
SalesCloser is a British Columbia company with offices at 422 Richards St. #170, Vancouver, British Columbia, V6B 2Z4, Canada.
SalesCloser operates and continues to develop an advanced conversational AI platform that acts as a virtual sales agent, capable of delivering personalized sales calls, demos, and follow-ups in real time and in multiple languages. The platform enables businesses to automate and scale their sales operations, improving efficiency, reducing hiring costs, and driving higher conversion rates. Powered by advanced AI technology and a growing portfolio of patent applications, SalesCloser delivers a scalable, high-margin solution designed to redefine how companies engage with buyers and customers across a range of business interactions. SalesCloser has rapidly grown to over $1.8 million in annual recurring revenue ("ARR") on a current run-rate basis, representing more than 5× ARR growth with gross margins near 85%.(1) For more information, visit the SalesCloser website at: https://salescloser.ai.
Set forth below is certain financial information from SalesCloser's unaudited financial statements in Canadian dollars. The selected financial information has been derived from unaudited consolidated financial statements of Wishpond:
Fiscal Year EndedSeptember 30, 2025$ Fiscal Year EndedSeptember 30, 2024
$
Revenue 679,408 6,511
Year-over-Year 10,335 % nm
Growth (%)
Net loss (1,108,323) (403,392)
Year-over-year growth is not meaningful for fiscal 2024 as there was no revenue in the comparative period and the business commenced operations during the year.
As atSeptember 30, 2025$ As atSeptember 30, 2024
$
Current assets 66,353 5,949
Total assets 580,637 144,242
Current liabilities 113,214 3,125
Total liabilities 113,214 3,125
Strategic Objectives Underlying the Transaction
Ali Tajskandar, CEO of Wishpond and SalesCloser, comments: "The expected spin-out creates an opportunity to unlock meaningful shareholder value while allowing both Wishpond and SalesCloser to focus on their respective strengths. By separating the two businesses, Wishpond will be better positioned to improve its cash flow, eliminate competing resource demands and reinvest more aggressively into the growth of its core marketing technology platform. Wishpond plans to further advance its suite of AI-powered tools designed to make marketing and sales campaigns autonomous, helping businesses achieve greater productivity and better results."
He further comments, "SalesCloser's business has grown rapidly in the past eleven months, and we believe it will become a leader in the emerging conversational AI space for sales, supported by strong demand, rapid product innovations, and a growing portfolio of patents. As a standalone public company, SalesCloser will be better positioned to gain access to the funding, resources, and dedicated leadership team it needs to accelerate product development and market adoption. Wishpond will remain the majority shareholder, continuing to benefit from SalesCloser's financial success while focusing its own efforts on advancing AI-powered marketing automation."
Terms of the Transaction
General Transaction Terms
Pursuant to the terms of the Definitive Agreement (the terms of which are materially consistent with the terms of letter of intent disclosed by G2M, Wishpond and SalesCloser in the November 5, 2025 news release) and subject to certain conditions, including receipt of applicable regulatory and shareholder approvals, at the closing of the Transaction (the "Closing"), G2M will, through a series of steps, including a three-cornered amalgamation, acquire all the issued and outstanding securities of SalesCloser. Prior to closing, Wishpond will transfer 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. At the Closing, SalesCloser will become a wholly owned subsidiary of G2M (after the Closing, the "Resulting Issuer"). Subject to satisfaction or waiver of the conditions in the Definitive Agreement, G2M and SalesCloser anticipate that the Transaction will be completed on or about February 17, 2026.
As part of the Transaction, G2M will consolidate its common shares on a 7.15:1 basis, such that there will be 1,900,000 Resulting Issuer Shares held by G2M shareholders after the consolidation (the "G2M Share Consolidation").
At the Closing, SalesCloser Shares will be exchanged for G2M common shares on a 1:1 basis. Former holders of Bridge Notes (as defined below) will receive 2,500,000 G2M common shares. Wishpond will be issued 22,750,000 Resulting Issuer Shares (the "Vend-in Shares"), representing approximately 68% of the Resulting Issuer Shares that are expected to be issued and outstanding upon closing of the Transaction. Wishpond can receive the Vend-in Shares on a tax-deferred basis with the appropriate rollover provisions set out in Section 85 of the Income Tax Act (Canada). The Vend-in Shares will be issued at a deemed price of $0.75 per Vend-in Share for aggregate consideration of approximately $17 million.
In addition to any legends required pursuant to applicable securities laws, all of the Vend-in Shares will be subject to escrow, pursuant to the policies of the TSXV.
Bridge Financing
As disclosed in the news release dated December 15, 2025, SalesCloser has closed a $1.5 million bridge financing by way of a private placement(the "Bridge Financing"). Pursuant to the Bridge Financing, SalesCloser has issued convertible notes (the "Bridge Notes") which were issued on a zero-interest basis, have a maturity date of three years and will be converted, through a series of steps, into 2,500,000 Resulting Issuer Shares (the "Bridge Shares") at a price of $0.60 per Bridge Share. The Bridge Notes are unsecured, and if the Transaction does not close, the Bridge Notes will remain as outstanding debt of SalesCloser with no conversion features. A 7% commission has been paid to a certain finder by SalesCloser in respect of the Bridge Financing, by issuing 175,000 finder warrants, with such warrants having an exercise price of $0.60 per share for a period of two (2) years after the Closing. These commission warrants will be assumed by the Resulting Issuer as part of the Transaction and will be exercisable for Resulting Issuer Shares on the same terms; if the Transaction does not close, the commission warrants will not be exercisable by the holder.
Concurrent Financing
As a condition to closing of the Transaction, G2M intends to complete a concurrent non-brokered private placement (the "Concurrent Financing") of up to 5,333,333 subscription receipts ("Subscription Receipts") for proceeds of up to $4.0 million. Upon the written consent of the boards of SalesCloser, Wishpond and G2M, the Concurrent Financing may be upsized before the information circular is mailed in connection with the CPC SH Meeting (as defined below) (the "Concurrent Financing Upsize").
It is expected that each Subscription Receipt will have an issue price of $0.75 per Subscription Receipt. Each Subscription Receipt will convert into one unit of the Resulting Issuer ("Unit"), with each Unit being comprised of one Resulting Issuer Share and one half of one warrant (the "Concurrent Warrants"). Each whole Concurrent Warrant will be exercisable for one Resulting Issuer Share at an exercise price of $1.25 per share for a period of 24 months after the Closing. It is expected that all of the securities issued pursuant to the Concurrent Financing will be free trading at the closing of the Transaction.
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