Gstaad extends subscription receipt release deadline

Executive Summary

• Gstaad Capital Corp. announced the results of its Annual General and Special Meeting held on February 23, 2026, where shareholders approved key components of the proposed three-cornered amalgamation with Claranova Technologies Inc.
• Approved resolutions include a name change to "Illumisoft Lighting Corp.," a reverse share consolidation (0.2 post-consolidation shares for each pre-consolidation share), the election of new directors, and the adoption of a new omnibus equity incentive plan.
• The company also amended its subscription receipt agreement to extend the release deadline for subscription receipts from February 28, 2026, to June 30, 2026, contingent on the completion of the transaction.

Key Details

• Transaction Context: The updates relate to the proposed three-cornered amalgamation between Gstaad Capital Corp. and Claranova Technologies Inc., intended to be Gstaad's qualifying transaction under TSX Venture Exchange Policy 2.4.
• Subscription Receipt Amendment:
  • Consents were received from holders of subscription receipts issued in a previously closed non-brokered private placement at 30 cents per receipt.
  • The release deadline for the subscription receipts has been extended from Feb. 28, 2026, to June 30, 2026.
  • Outstanding subscription receipts: 21,473,250.
  • Each receipt entitles the holder to one common share of the resulting company upon transaction completion, without additional payment.
  • Gross proceeds from the concurrent financing remain in escrow and will be released to the resulting issuer upon satisfaction of escrow release conditions (including regulatory approvals and satisfaction of conditions precedent).
  • If conditions are not met by June 30, 2026, or the transaction is terminated, Gstaad must refund the aggregate subscription price plus pro-rata interest to receipt holders.
• Shareholder Meeting Results (Feb. 23, 2026):
  • Name Change: Approved change from Gstaad Capital Corp. to Illumisoft Lighting Corp.
  • Share Consolidation: Approved a consolidation of common shares on a basis of 0.2 post-consolidation common shares for each pre-consolidation common share.
  • Director Election: Approved the election of directors for the resulting issuer as agreed between Gstaad and Claranova.
  • Equity Plan: Approved the adoption of a new omnibus equity incentive plan for the resulting issuer.
• Regulatory Status: The company is working with the TSX Venture Exchange toward approval of the transaction and will file a filing statement with further particulars of the business of Claranova and the resulting issuer.

Notable Quotes

• "Gstaad would like to thank its shareholders for their participation in the meeting and for their approvals to these very important matters for the progress of the transaction."
• "The company continues to work constructively with the exchange toward approval of the transaction and will provide further updates as this process advances."