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G2M Cap Corp. Capital/Financing Update 2026

Apr 24, 2026

48385_rns_2026-04-23_6bedef73-6aaa-4bff-a826-d3fae0f97c24.pdf

Capital/Financing Update

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Docusign Envelope ID: 3DDFEEDF-B2CD-4351-BFFA-DC1FF3C6CE5D

AMENDING AGREEMENT

THIS AMENDING AGREEMENT dated as of the 31st day of January, 2026 ("Agreement").

AMONG:

G2M CAP CORP., a corporation incorporated under the laws of Canada (hereinafter referred to as "G2M")

  • and -

1563395 BC LTD., a corporation incorporated under the laws of the Province of British Columbia (hereinafter referred to as "Subco")

  • and -

WISHPOND TECHNOLOGIES LTD., a corporation incorporated under the laws of the Province of British Columbia ("Wishpond")

  • and -

SALESCLOSER TECHNOLOGIES INC., a corporation incorporated under the laws of the Province of British Columbia ("SalesCloser")

(each a "party" and collectively, the "parties")

WHEREAS:

A. On December 22, 2025, the parties entered into a Master Agreement (the "Master Agreement") in respect of a series of transactions between the parties thereto.

B. The parties have wish to make certain amendments to the Master Agreement, as provided herein.

C. All capitalized terms used but not defined herein will have the meanings given to them in the Master Agreement.

NOW THEREFORE IN CONSIDERATION OF THE COVENANTS AND AGREEMENTS CONTAINED IN THIS AGREEMENT AND THE MASTER AGREEMENT, THE PARTIES AGREE AS FOLLOWS:

(1) Amendments.

(a) The definition of "Subscription Receipts" in the Master Agreement is hereby deleted and replaced with the following:

"Subscription Receipts" means up to 6,666,666 subscription receipts for proceeds of up to $5.0 million, at an issue price of $0.75 per Subscription Receipt, each convertible at closing into an SR Unit;


Docusign Envelope ID: 3DDFEEDF-B2CD-4351-BFFA-DC1FF3C6CE5D

(b) The definition of "Subscription Receipts Financing" in the Master Agreement is hereby deleted and replaced with the following language:

"Subscription Receipts Financing" means the issuance and sale by G2M of the Subscription Receipts and, if the Upsize Approval is obtained, the Additional Subscription Receipts;

(c) The following defined terms are hereby added to the definition section of the Master Agreement:

"Additional Subscription Receipts" means up to an additional 666,666 Subscription Receipts that may be issued pursuant to the Subscription Receipts Financing if the Upsize Approval is obtained;

"Upsize Approval" means the written approval of the boards of directors of each of G2M, Wishpond and SalesCloser to increase the Subscription Receipts Financing by an additional $500,000.00;

(2) Other Provisions. All other provisions of the Master Agreement remain in full force and effect as of the date of the Master Agreement.

(3) Time of Essence. Time shall be of the essence of this Agreement.

(4) TSXV Approval. This Agreement is subject to the approval of the TSX Venture Exchange.

(5) Governing Law. This Agreement shall be governed by and construed in accordance with the Applicable Laws of the Province of British Columbia and the Applicable Laws of Canada applicable therein. The parties hereby irrevocably submit and attorn to the exclusive jurisdiction of the courts of the Province of British Columbia in respect of all matters arising out of this Agreement.

(6) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together constitute one and the same instrument.

[Signature page follows.]


Docusign Envelope ID: 3DDFEEDF-B2CD-4351-BFFA-DC1FF3C6CE5D

IN WITNESS WHEREOF this Agreement has been duly executed by the parties hereto as of the date first written above.

G2M CAP CORP.

Per:

/s/ "Hari Nesathurai"
Name: Hari Nesathurai
Title: CEO

1563395 B.C. LTD.

Per:

/s/ "Hari Nesathurai"
Name: Hari Nesathurai
Title: Director

WISHPOND TECHNOLOGIES LTD.

Per:

/s/ "Adrian Lim"
Name: Adrian Lim
Title: CFO

SALESCLOSER TECHNOLOGIES INC.

Per:

/s/ "Adrian Lim"
Name: Adrian Lim
Title: Director & CFO