Gstaad Capital Corp. Announces Extension to Subscription Receipt Release Deadline and Results of Annual General and Special Meeting

Executive Summary

• Gstaad Capital Corp. announced amendments to its Subscription Receipt Agreement, extending the release deadline for subscription receipts to June 30 2026 and outlining escrow release conditions tied to the proposed three‑cornered amalgamation with Claranova Technologies Inc.
• The company held its annual general and special meeting on February 23 2026, where shareholders approved (subject to transaction completion) a name change to “Illumisoft Lighting Corp.”, a 0.2‑for‑1 share consolidation, election of directors for the resulting issuer, and adoption of a new omnibus equity incentive plan.
• Outstanding subscription receipts total 21,473,250, each convertible into one common share of the post‑amalgamation entity; escrowed proceeds from the prior private placement remain held pending satisfaction of defined conditions.

Key Details

• Amendment to Subscription Receipt Agreement – Extension of release deadline from Feb 28 2026 to June 30 2026; other amendments reflect updates to the amalgamation transaction.
• Outstanding Subscription Receipts: 21,473,250 receipts, each entitling the holder to one common share of the resulting issuer without additional consideration.
• Escrowed Proceeds: Gross proceeds from the concurrent financing (private placement at $0.30 per receipt) remain in escrow; will be released to the resulting issuer upon satisfaction of escrow release conditions, including completion of all regulatory approvals and no material amendment to the Amalgamation Agreement.
• Refund Trigger: If escrow release conditions are not met by 5:00 p.m. Vancouver time on June 30 2026, or if the transaction is terminated, Gstaad must refund subscription price plus pro‑rata interest to receipt holders.
• Annual General & Special Meeting (Feb 23 2026) Approvals (conditional on transaction completion):
• Name change to “Illumisoft Lighting Corp.”
• Share consolidation at a ratio of 0.2 post‑consolidation share for each pre‑consolidation share (i.e., 5‑for‑1 reverse split).
• Election of directors for the resulting issuer as agreed between Gstaad and Claranova.
• Adoption of a new omnibus equity incentive plan for the resulting issuer.
• Transaction Status: Ongoing discussions with TSX Venture Exchange; further updates to be provided in subsequent releases and filing statements.

Notable Quotes

• “Gstaad would like to thank its shareholders for their participation in the Meeting and for their approvals to these very important matters for the progress of the Transaction.” – Paul Larkin, CEO, Gstaad Capital Corp.

Materiality Assessment: Material – Neutral (the amendment and shareholder approvals are material to the pending amalgamation but do not convey a definitive outcome or financial result at this time).