공고 • Mar 28
1560320 B.C. Ltd. completed the acquisition of G2M Cap Corp. (TSXV:GTM.P) in a reverse merger transaction.
1560320 B.C. Ltd. entered into a non-binding letter of intent to acquire G2M Cap Corp. (TSXV:GTM.P) in a reverse merger transaction on November 4, 2025. 1560320 B.C. Ltd. entered into a definitive master agreement to acquire G2M Cap Corp. (TSXV:GTM.P) for CAD 0.76 million in a reverse merger transaction on December 22, 2025. 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. At the Closing, 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. At the Closing, SalesCloser Shares will be exchanged for G2M common shares on a 1:1 basis. Former holders of Bridge Notes will receive 2,500,000 G2M common shares. 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 CAD 0.75 per Vend-in Share for aggregate consideration of approximately CAD 17 million. Prior to the closing of the Transaction, SalesCloser intends to undertake a financing by way of a private placement, for gross proceeds of up to CAD 1.5 million. On closing of the Transaction, G2M will change its name to "SalesCloser Technologies Inc." or such other name as may be determined by Wishpond. 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 directors of the Resulting Issuer are expected to be: (i) Ali Tajskandar, CEO and Chairman; (ii) Hossein Malek, Lead Independent Director; (iii) Jordan Gutierrez, COO; and (iv) one additional nominee who will be nominated by Wishpond. The senior officers of the Resulting Issuer are expected to be: (i) Ali Tajskandar, CEO & Chairman; (ii) Jordan Gutierrez, COO; (iii) Adrian Lim, CFO; and (iv) Kendra Low, Corporate Secretary.
The completion of the Transaction is subject to the satisfaction of certain conditions, including but not limited to: (a) closing of the Bridge Financing and the Concurrent Financing; (b) the absence of any material adverse change in the business of either SalesCloser or G2M; (c) G2M shareholders having approved the following matters at a shareholder meeting (the "CPC SH Meeting"), which will take place promptly after execution of the Definitive Agreement: (i) the continuation of G2M from the Canada Business Corporations Act to the Business Corporations act (BC) (the "Continuation"); (ii) the adoption of articles in form acceptable to Wishpond; (iii) approval of the grant of the Founder Options pursuant to the Founder Employment Agreements, as well as related approvals required by the TSXV; (iv) the G2M Share Consolidation; (v) the adoption of a 20% fixed stock option plan, in a form acceptable to Wishpond (the "20% Fixed ESOP"); (vi) the fixing of the number of directors of the Resulting Issuer at four (4), as well as the election of the Wishpond nominees set out below (the "Resulting Issuer Board"); (vii) the changing of the auditor of the Resulting Issuer; (viii) the amendment of certain agreements to which SalesCloser is a party; (ix) a business plan of the Resulting Issuer, in form acceptable to the TSXV; and * if required by the TSXV, the parties will have obtained a valuation opinion in support of the Transaction; (xi) the receipt of all requisite regulatory, stock exchange or governmental authorizations and consents, including the approval of the TSXV; (xii) Wishpond and the Resulting Issuer will have entered into an investor rights agreement (the "IRA") which will provide that, among other things, pursuant to IFRS 10, Wishpond will have the right to nominate a majority of the directors to the Resulting Issuer Board on an ongoing basis, provided that Wishpond owns at least 20% of the issued and outstanding Resulting Issuer Shares; and (xiii) National Bank of Canada will have consented to the Transaction, in respect of certain lending arrangements with Wishpond. The transaction is also subject to the receipt of all Third Party Approvals; the receipt of all applicable approvals with respect to the Amalgamation by the shareholders of Subco and SalesCloser; and the receipt of all necessary approvals for the Transaction from the TSXV. Accordingly, there can be no assurance that the Transaction will be completed on the terms proposed above, or at all. The expected completion of the transaction is on or about January 30, 2026. 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 of March 19, 2026, G2M has filed a filing statement and received conditional acceptance from the TSX Venture Exchange in respect of the transaction. Provided that all of the conditions set out in the Conditional Acceptance have been met, G2M expects to close the Transaction, including the related upsized concurrent financing, on March 24, 2026. As of March 20, 2026, shareholders of G2M unanimously approved all the matters related to the transaction.
TSX Trust Company acted as transfer agent to G2M. Shauna Hartman of Armstrong Simpson acted as legal advisor to G2M CAP. Neville McClure of Stikeman Elliott LLP acted as legal advisor to Wishpond.
1560320 B.C. Ltd. completed the acquisition of G2M Cap Corp. (TSXV:GTM.P) in a reverse merger transaction on March 26, 2026. Concurrently with the closing of the Transaction G2M Cap Corp changed its name to SalesCloser Technologies Ltd. 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.
