Claranova Announces Strategic Investment from Resilience Reserve, Led By Rob Reid and Chris Anderson

Executive Summary

• Gstaad Capital Corp. announced a strategic private‑placement investment by Resilience Reserve LLC, amounting to 8,400,000 subscription receipts at $0.30 each, supporting the proposed amalgamation with Claranova Technologies Inc.
• The investment will give Resilience Reserve an estimated 18.33 % ownership stake in the post‑transaction issuer, making it a cornerstone investor; together with Rob Reid’s additional holdings, the combined interest could reach ~19.86 %.
• The financing is non‑brokered, tied to the qualifying transaction under TSX Venture Exchange Policy 2.4, and is expected to provide significant capital for the combined entity’s growth in UV disinfection technology.

Key Details

• Subscription price: $0.30 per subscription receipt.
• Quantity subscribed: 8,400,000 subscription receipts (gross proceeds of $2.52 M).
• Resulting ownership:
• Resilience Reserve – ~18.33 % of post‑transaction shares.
• Rob Reid – 500,000 shares + options for 250,000 shares (independent of Resilience Reserve).
• Combined Resilience Reserve & Mr. Reid – 8,900,000 shares (~19.43 %) or up to 9,150,000 shares (~19.86 %) if all options are exercised.
• Transaction context: Private placement conducted in connection with the proposed amalgamation of Gstaad Capital Corp. and Claranova Technologies Inc., intended to qualify as a “Capital Pool Company” transaction under TSX Venture Exchange Policy 2.4.
• Use of proceeds: To fund the amalgamation, provide working capital for the combined issuer, and support development/commercialization of Claranova’s advanced UV disinfection products.
• Early warning filings: Resilience Reserve and its principals filed early‑warning reports per NI 62‑103; disclosures are available on Gstaad’s SEDAR+ profile.
• Closing conditions: Subject to TSX Venture Exchange acceptance, any required shareholder approvals, and other customary closing conditions.

Notable Quotes

“Receiving Rob and Chris' investment is a major moment for us… Their strategic vision … will be key as we move to complete the transaction and enter into a new phase of growth.” – Ehsan Agahi, proposed Executive Chairman (Gstaad).

“Claranova could soon revolutionize the use of tuned and targeted light as a weapon against disease.” – Rob Reid, Resilience Reserve principal.

Materiality Assessment: Material – Positive (the financing materially advances the proposed merger and provides significant capital for growth).