Gstaad Capital signs LOI for QT with Claranova

Executive Summary

• Gstaad Capital Corp. has announced a proposed arm's-length qualifying transaction (business combination) with Claranova Technologies Inc., a privately held technology company based in Vancouver, B.C.
• The transaction involves a 1:5 share consolidation for Gstaad, followed by the acquisition of Claranova in exchange for Gstaad shares on a 1:1 basis.
• A concurrent financing of subscription receipts is proposed to raise minimum gross proceeds of $3.5 million at 30 cents per receipt, which will convert into common shares upon closing.

Key Details

• Target Company: Claranova Technologies Inc., formed in July 2025 via amalgamation. Its wholly-owned subsidiary, Illumisoft Lighting Canada Inc. (acquired Aug 2025), specializes in advanced, energy-efficient lighting and holds the only Health Canada-approved upper-room germicidal ultraviolet (GUV) disinfection technology for neutralizing airborne pathogens.
• Transaction Structure:
  • Gstaad will consolidate common shares on a 1:5 basis.
  • The resulting issuer will acquire all issued and outstanding common shares of Claranova in exchange for shares of the resulting issuer on a 1:1 basis.
  • The transaction is intended to constitute a "qualifying transaction" under TSX Venture Exchange Policy 2.4 for Capital Pool Companies.
• Concurrent Financing:
  • Subscription receipts priced at $0.30 each.
  • Minimum gross proceeds of $3.5 million.
  • Each subscription receipt converts into one common share of the resulting issuer upon closing.
• Post-Transaction Capitalization (Indicative):
  • Total expected common shares: ~35,810,138.
  • Existing Gstaad shareholders (post-consolidation): ~1,881,667 shares.
  • Claranova shareholders: ~22,261,805 shares.
  • Concurrent financing shares: Not less than 11,666,666 shares.
• Conditions Precedent: Execution of a definitive agreement, closing of concurrent financing, satisfactory due diligence, TSX-V approval, and necessary shareholder/regulatory consents.
• Shareholder Approval: Not expected to be required under TSX-V Capital Pool Company rules as it is deemed arm's-length; however, an analysis under Multilateral Instrument 61-101 is underway to determine if minority shareholder approval is needed.
• Trading Status: Trading in Gstaad common shares is halted and will not resume until the transaction is completed or requisite documentation is received. The resulting issuer is expected to be listed as a Tier 2 technology issuer.
• Fees: No finders' fees expected for the transaction itself; finders' fees may apply to the concurrent financing. No advance funds made to Claranova.

Notable Quotes

• None provided in the text.