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M&A / Property

Announces Amendment to Amalgamation Agreement with Claranova Technologies Inc.

By The Northwire Desk — AI Analysis Nov 13, 2025 · 07:15 GTD · 0.07 None
GTD · Price

Executive Summary

  • Gstaad Capital Corp. filed a first amendment to its October 24, 2025 amalgamation agreement with Claranova Technologies Inc., adding a $333,333 debenture (the “Resulting Issuer Debenture”) to the securities to be issued upon completion of the transaction.
  • Claranova completed a bridge financing on November 4, 2025, issuing a $300,000 debenture (10% discount) and 200,000 bonus common shares at an implied $0.30 per share.
  • Post‑amendment, the anticipated capital structure of the combined entity includes ~47.68 million issuer shares, 425,390 finder warrants, and the new $333,333 debenture; total outstanding Claranova shares are expected to be 22,461,805 prior to closing.

Key Details

  • Amendment Effective Date: November 10, 2025.
  • Bridge Financing (Claranova):
  • Non‑brokered private placement of a debenture with principal amount $333,333, issued at a 10% discount; net proceeds $300,000.
  • Debenture bears 0% interest (penalty interest 18% p.a. on default) and is repayable 6 months after issuance (May 4, 2026).
  • In consideration, Claranova issued 200,000 common shares (“Claranova Bonus Shares”) at a deemed price of $0.30 per share to the debenture holder.
  • Resulting Issuer Debenture: Identical terms to the Claranova Debenture; principal amount $333,333, repayable May 4, 2026.
  • Anticipated Securities Post‑Closing:
  • 47,676,806 Resulting Issuer Shares (common equity).
  • 425,390 Finder Warrants (as defined in the October 24, 2025 release).
  • The Resulting Issuer Debenture of $333,333.
  • Outstanding Claranova Shares Prior to Effective Time: Approximately 22,461,805 shares (including bonus shares).
  • Regulatory/Shareholder Conditions: Completion subject to TSX V Exchange acceptance and any required shareholder approvals (currently not expected to be needed).
  • Future Disclosures: Gstaad will file an Information Circular for the annual/special shareholders’ meeting and provide additional details in a subsequent news release.

Notable Quotes

(No direct quotes were provided in the release.)

Read the original news release →

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