SALESCLOSER AI, WISHPOND AND G2M CAP CORP. ANNOUNCE CLOSING OF $1.5M BRIDGE FINANCING IN RESPECT OF QUALIFYING TRANSACTION
/NOT FOR DISTRIBUTION TO
Ali Tajskandar, CEO of SalesCloser and
Pursuant to the Bridge Financing, SalesCloser has issued convertible notes (the "Bridge Notes") which have been issued on a zero-interest basis, have a maturity date of three years and will be converted, through a series of steps, into up to 2,500,000 common shares (the "
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, being 175,000 warrants (the "Commission Warrants"), has been paid to Moe Tajsekandar by SalesCloser as a finder in respect of the Bridge Financing, with such Commission Warrants having an exercise price of
No non-arm's length parties participated in the Bridge Financing. The Bridge Shares and Commission Warrants are expected to be free trading at closing of the Transaction.
It is intended that the proceeds from the Bridge Financing will be used to fund the growth and development of the SalesCloser business being transferred by
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Product Development (including engineering, DevOps, AI Compute Software Costs, Patent & IP Protection) |
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Go-to-Market & Sales Expansion |
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If the Transaction does not proceed, amounts allocated to G2M Transaction Costs are expected to be reallocated to further product development, go-to-market and sales expansion costs and working capital.
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. For more information on the Transaction, see the joint news release dated
About SalesCloser
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
Further Information
Additional information (including additional financial and information regarding SalesCloser) and other matters will be announced if and when a definitive agreement is reached. Further details about the Transaction and the Resulting Issuer will also be contained in the disclosure document to be prepared and filed with the TSXV and on SEDAR+ in connection with the Transaction. Investors are cautioned that, except as disclosed in such disclosure document, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the
Forward-Looking Statements
This press release contains "forward-looking information" and "forward-looking statements" within the meaning of applicable Canadian securities laws (collectively, "forward-looking statements"). Forward-looking statements in this press release include, without limitation, statements concerning the letter of intent ("LOI"), the Transaction, the entering into of a definitive agreement ("Definitive Agreement"), the completion of the Concurrent Financing, the anticipated timing for completion of the Transaction, the expected ownership of the Resulting Issuer, the intention to apply to list the Resulting Issuer Shares on the TSXV, and the anticipated business and operations of the Resulting Issuer following completion of the Transaction. Forward-looking statements are based on current expectations and assumptions made by management, including assumptions regarding the ability of the parties to negotiate and enter into the Definitive Agreement, obtain required regulatory, shareholder and stock exchange approvals, complete the Bridge Financing and the Concurrent Financing on acceptable terms, and general economic and market conditions. Forward-looking statements are subject to a number of risks and uncertainties that may cause actual results to differ materially from those expressed or implied, including the risk that the Definitive Agreement will not be entered into, that the Transaction, the Bridge Financing or the Concurrent Financing will not be completed as currently contemplated or at all, that required approvals will not be obtained or will be delayed, changes in market conditions, and other risks generally applicable to companies undertaking a qualifying transaction or reverse takeover. There can be no assurance that the Transaction will be completed on the terms described in this press release, or at all. All forward-looking statements herein are qualified in their entirety by this cautionary statement, and
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this news release.
This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction. The securities referred to in this news release have not been, and will not be, registered under the United States Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold within the United States or to, or for the account or benefit of, any
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1 ARR: SalesCloser uses 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.
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