Resilience Reserve LLC announces purchase of subscription receipts of Gstaad Capital Corp.

Executive Summary

• Resilience Reserve LLC entered into a non‑brokered private placement to purchase 8,400,000 subscription receipts of Gstaad Capital Corp. at C$0.30 each, for total proceeds of C$2.52 million.
• The subscription receipts will convert, without additional consideration, into an equal number of shares of the resulting issuer (Illumisoft Corp.) upon completion of the reverse‑take‑over between Gstaad and Claranova Technologies Inc.
• Post‑transaction, Resilience (together with principal Robert Reid) is expected to hold roughly 19–20 % of Illumisoft’s outstanding common shares, giving it a material equity position in the combined entity.

Key Details

• Purchase Price: C$0.30 per subscription receipt; total purchase price C$2,520,000.
• Quantity Acquired: 8,400,000 subscription receipts of Gstaad Capital Corp. (TSXV: GTD.H).
• Transaction Context: The private placement is part of a reverse‑take‑over (“Transaction”) whereby Gstaad and Claranova Technologies Inc. will amalgamate to form Illumisoft Corp., whose shares will be listed on the TSX Venture Exchange.
• Conversion Mechanics: Each subscription receipt entitles Resilience to receive one Illumisoft common share upon satisfaction of escrow release conditions, with no further cash required.
• Additional Equity Acquisitions: Robert Reid (principal of Resilience) will acquire 500,000 Illumisoft shares and receive options for an additional 250,000 shares.
• Resulting Ownership Structure (post‑closing):
• Anticipated total outstanding securities of Illumisoft: 45,816,722 common shares, 925,390 warrants, and 3,040,000 options.
• Resilience will hold 8,400,000 Illumisoft shares (~18.33 % of outstanding shares).
• Combined with Reid’s 500,000 shares, total holdings rise to ~19.43 % (or up to ~19.86 % if Reid exercises his options).
• Purpose: The subscription receipts and resulting equity are being acquired for investment purposes; no immediate operational or strategic plans have been disclosed.
• Regulatory Filings: An early‑warning report related to the private placement is available on Gstaad’s SEDAR+ profile.

Notable Quotes

(No direct quotes were provided in the release.)