Gstaad Capital Corp. Announces Closing of Final Tranche of Concurrent Financing

Executive Summary

• Gstaad Capital Corp. closed the second and final tranche of its non‑brokered private placement, issuing 9,749,999 subscription receipts for gross proceeds of $2,924,999.70.
• Total subscription receipts issued to date amount to 21,473,250, representing aggregate gross proceeds of $6,441,975.
• Proceeds are held in escrow and will be released upon satisfaction of amalgamation conditions with Claranova Technologies Inc.; if not satisfied by Feb 28 2026, investors will be refunded principal plus accrued interest.

Key Details

• Pricing & Quantity: Second Tranche priced at $0.30 per subscription receipt; 9,749,999 receipts issued.
• Aggregate Funding: Combined first and second tranches total 21,473,250 receipts for $6,441,975 gross proceeds.
• Escrow Arrangement: All proceeds placed in escrow; release contingent on (i) completion of amalgamation conditions, (ii) no material amendment to the Amalgamation Agreement, and (iii) receipt of required regulatory approvals.
• Refund Trigger: If escrow release conditions are not met by 5:00 p.m. Vancouver time on 2026‑02‑28, or if the transaction is terminated, Gstaad will refund subscription price plus pro‑rata interest to each holder.
• Statutory Hold Period: Securities issued are subject to a four‑month‑plus‑one‑day hold period under applicable securities laws.
• Insider Subscription: Resilience Reserve LLC subscribed for 8,400,000 receipts; together with principal Robert Reid’s additional 500,000 shares and options for 250,000 shares, the group will hold ~19.4 % of the resulting issuer post‑amalgamation (up to ~19.9 % if options exercised).
• No Additional Finder Fees: Gstaad confirmed no further finder’s fees will be paid for this tranche.
• Regulatory Approval: Closing subject to final approval by the TSX Venture Exchange.
• Future Disclosure: Detailed business information and financials of the resulting issuer will be provided in a filing statement to be filed with the exchange in connection with the transaction.

Notable Quotes

• “The successful closing of the second tranche provides the necessary capital to fund the business activities of the combined entity once the amalgamation is completed,” – Paul Larkin, CEO, Gstaad Capital Corp.