Gstaad Capital Corp. Amends and Restates Amalgamation Agreement with Claranova Technologies Inc.

Executive Summary

• Gstaad Capital Corp. entered into an amended and restated definitive amalgamation agreement with Claranova Technologies Inc. and its wholly‑owned subsidiary Gstaad Subco to effect a three‑cornered amalgamation that will result in the new entity “Illumisoft Lighting Corp.”
• The transaction includes a name change, a 5‑for‑1 share consolidation (each pre‑consolidation share exchanged for 0.2 post‑consolidation share), and the creation of a wholly‑owned subsidiary “Illumisoft Subco Ltd.” (Amalco).
• Upon completion, the resulting issuer will have approximately 45.6 million shares outstanding, plus 925,390 warrants (exercisable at $0.30) and 3.04 million stock options (exercisable at $0.30).

Key Details

• Amended Agreement Date: February 2 2026
• Transaction Structure: Three‑cornered amalgamation of Gstaad, Gstaad Subco, and Claranova under the British Columbia Business Corporations Act.
• Resulting Issuer Name: Illumisoft Lighting Corp. (formerly Gstaad Capital Corp.)
• Share Consolidation Ratio: 1 pre‑consolidation share → 0.2 post‑consolidation share (5‑for‑1).
• Capitalization Prior to Effective Time (post‑consolidation):
• ~1,881,667 Gstaad common shares outstanding
• ~21,473,250 subscription receipts outstanding
• ~22,261,805 Claranova common shares outstanding
• Post‑Effective Time Securities:
• 45,616,722 Resulting Issuer Shares (common)
• 925,390 share purchase warrants – exercisable for one share at $0.30 per share, valid two years from the Effective Date
• 3,040,000 stock options – exercisable for one share at $0.30 per share
• Security Conversions/Exchanges:
• Each Claranova common share (except dissenting shareholders) exchanged for one post‑consolidation Resulting Issuer Share; all Claranova shares then cancelled.
• Holders of the Claranova debenture receive a comparable debenture issued by the Resulting Issuer.
• Each Gstaad Subco share exchanged for one Amalco (Illumisoft Subco Ltd.) share; Gstaad becomes registered holder of all Amalco shares.
• Conditions Precedent:
• Acceptance by TSX Venture Exchange and other regulatory approvals.
• Shareholder approval of name change, consolidation, director appointments, and new equity incentive plan.
• No material adverse effect occurring between signing and closing.
• Shareholder Meeting: In‑person Annual General & Special Meeting scheduled for February 23 2026 to seek required shareholder approvals (notice mailed; proxy deadline Feb 19 2026).
• Forward‑Looking Statements & Risks: Completion subject to regulatory, exchange, and shareholder approvals; no assurance the transaction will close.

Notable Quotes

• “The Amended Agreement contemplates the proposed business combination … as a three‑cornered amalgamation,” – Gstaad Capital Corp., press release.

All information is provided as released by Gstaad Capital Corp. and Claranova Technologies Inc.; no independent verification has been performed.