Gstaad Capital amends merger agreement with Claranova

Executive Summary

• Gstaad Capital Corp. has entered into an amended and restated definitive amalgamation agreement with Claranova Technologies Inc. to execute a three-cornered amalgamation under the BCBCA, changing the structure from a direct amalgamation.
• The transaction involves a name change for Gstaad to "Illumisoft Lighting Corp." and a share consolidation where each pre-consolidation Gstaad share exchanges for 0.2 post-consolidation shares.
• Key conditions precedent include regulatory approvals, shareholder votes for the name change, consolidation, director elections, and a new equity incentive plan, as well as the absence of a material adverse effect.

Key Details

• Transaction Structure: Three-cornered amalgamation of Gstaad Capital Corp., Gstaad Subco (1572485 B.C. Ltd.), and Claranova Technologies Inc. under the BCBCA.
• Resulting Entity: The resulting issuer will be named Illumisoft Lighting Corp.
• Share Consolidation: Each issued and outstanding pre-consolidation common share of Gstaad exchanges for 0.2 of a post-consolidation share.
• Claranova Share Exchange: Each outstanding Claranova common share (excluding dissenting shares) exchanges for one fully paid and non-assessable post-consolidation common share of the resulting issuer.
• Debenture Treatment: Holders of Claranova debentures receive debentures of the resulting issuer with substantially the same terms and conditions.
• Gstaad Subco Treatment: Each Gstaad Subco share exchanges for one common share of Amalco (Illumisoft Subco Ltd.), which becomes a wholly-owned subsidiary of the resulting issuer.
• Pre-Effective Time Capitalization (Post-Consolidation Basis):
  • Approximately 1,881,667 Gstaad shares issued and outstanding.
  • Approximately 21,473,250 subscription receipts issued and outstanding.
  • Approximately 22,261,805 Claranova shares issued and outstanding.
• Post-Effective Time Capitalization (Resulting Issuer):
  • Approximately 45,616,722 resulting issuer shares.
  • 925,390 share purchase warrants, exercisable for one share at $0.30 per share for two years from the effective date.
  • 3.04 million stock options, exercisable for one share at $0.30 per share.
• Shareholder Meeting: An in-person Annual General and Special Meeting is scheduled for Feb. 23, 2026, at 11:00 a.m. Vancouver time at Suite 2000, 1111 West Georgia St., Vancouver, B.C.
• Meeting Agenda: Approval of ancillary matters including the name change, share consolidation, director appointments, and adoption of a new equity incentive plan.
• Record Date: Shareholders of record as of Jan. 19, 2026, are entitled to vote.
• Proxy Deadline: Proxies must be received by 11:00 a.m. Vancouver time on Feb. 19, 2026.

Notable Quotes

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