Gstaad signs Claranova merger deal, closes $3.5M raise

Executive Summary

• Gstaad Capital Corp. has entered into a definitive amalgamation agreement with Claranova Technologies Inc. to form a new entity named Illumisoft Corp., which will carry on the business of Claranova.
• The transaction involves a consolidation of Gstaad securities (0.2 post-consolidation share for each pre-consolidation share) and an exchange of shares for shares in the resulting issuer.
• Concurrent with the amalgamation, Gstaad is closing the first tranche of a private placement, raising $3.5M, with a total target raise of $7M.

Key Details

• Transaction Structure: Amalgamation of Gstaad Capital Corp. and Claranova Technologies Inc. under the BCBCA to form Illumisoft Corp.
• Share Exchange Ratio: Each post-consolidation Gstaad share exchanges for one resulting issuer share. Each Claranova share exchanges for one resulting issuer share.
• Deemed Transaction Price: 35 cents per resulting issuer share (based on Gstaad's last trading price on a post-consolidation basis).
• Consideration Value: The value of consideration for the acquisition of Claranova shares is $7,791,631.75.
• Post-Transaction Ownership (Estimated):
  • Gstaad Shareholders: ~3.96%
  • Claranova Shareholders: ~46.89%
  • Concurrent Financing Subscribers: ~49.15%
• Concurrent Financing (First Tranche):
  • Closed: Yes.
  • Instrument: Subscription receipts.
  • Price: 30 cents per subscription receipt.
  • Quantity: 11,723,251 subscription receipts.
  • Gross Proceeds: $3,516,975.30.
• Concurrent Financing (Total Target):
  • Total Gross Proceeds Target: Up to $7,000,000.20.
  • Total Subscription Receipts Target: Up to 23,333,334.
• Finder Warrants:
  • Issued: 425,390 non-transferable share purchase warrants.
  • Exercise Price: 30 cents per share.
  • Term: Two years from closing.
  • Cash Fees Paid: $127,617.02.
• Use of Proceeds: Finance business activities of the resulting issuer and general working capital.
• Escrow: Proceeds placed in escrow; released upon satisfaction of conditions precedent (regulatory approvals, shareholder approvals, completion of transaction).
• Refund Condition: If conditions are not met by Feb 28, 2026, or transaction terminates, subscription price plus pro-rata interest is refunded.
• Statutory Hold: 4 months and 1 day from issuance.
• Related Party Disclosure: Ehsan Agahi is a director of both Gstaad and Claranova (non-arm's-length).
• Proposed Management (Illumisoft Corp.):
  • Chairman: Ehsan Agahi
  • CEO: Brett Nicholds
  • CFO: Ali Pickett
  • CTO: Michael Johnson
  • Corporate Secretary: David W. Smalley
  • Directors: Ryan Adam, Cameron Groome
• Target Business (Claranova/Illumisoft): Advanced design, manufacturing, and deployment of energy-efficient lighting systems. Proprietary Health Canada-approved upper-room germicidal ultraviolet (GUV) disinfection technology.
• Historical Revenue (Illumisoft): $1.0 million to $1.4 million annually over the past four years.
• Loan: Gstaad provided an unsecured, interest-free loan of $25,000 to Claranova.

Notable Quotes

• None explicitly quoted in the text, though the release details the strategic intent to create a Tier 2 Technology issuer on the TSX Venture Exchange.