Gstaad amends Claranova deal to add debenture exchange

Executive Summary

• Gstaad Capital Corp. has entered into a first amendment to its definitive amalgamation agreement with Claranova Technologies Inc., originally announced on October 24, 2025.
• The amendment modifies the securities to be issued in the proposed amalgamation to include the exchange of a specific Claranova debenture for a debenture of the resulting amalgamated entity on equivalent terms.
• This change stems from a bridge financing completed by Claranova on November 4, 2025, which involved the issuance of a $333,333 debenture and associated equity warrants.

Key Details

• Amendment Date: November 10, 2025.
• Transaction Structure: The amendment allows for the exchange of the Claranova debenture for a debenture of the amalgamated entity on equivalent terms.
• Claranova Bridge Financing Details (Completed Nov 4, 2025):
  • Instrument: Non-brokered private placement debenture.
  • Principal Amount: $333,333.
  • Discount: 10% discount applied for the subscriber.
  • Net Proceeds/Funded Amount: $300,000.
  • Interest Rate: 0% (unless an event of default occurs, in which case penalty interest is 18% per annum).
  • Maturity: Six months from issuance, specifically May 4, 2026.
  • Equity Component: 200,000 common shares of Claranova issued to the debenture holder at a deemed price of $0.30 per share as consideration for the risk taken.
• Post-Transaction Security Breakdown (Resulting Issuer):
  • Shares: 47,676,806 resulting issuer shares.
  • Finder Warrants: 425,390 resulting issuer finder warrants.
  • Debentures: The resulting issuer debenture (principal amount $333,333, repayable May 4, 2026).
• Claranova Share Count: Anticipated 22,461,805 Claranova shares issued and outstanding immediately prior to the effective time (including bonus shares).
• Regulatory Context: The amalgamation is intended to constitute Gstaad's qualifying transaction under Policy 2.4 -- Capital Pool Companies of the TSX Venture Exchange.

Notable Quotes

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