Gstaad Capital closes QT, changes name to Illumisoft

• Illumisoft Lighting Corp., formerly Gstaad Capital Corp., has completed a qualifying transaction (QT) via amalgamation with Claranova Technologies Inc.
• The company is now listed on the TSX Venture Exchange under ticker symbol UVC, trading anticipated to begin April 23, 2026.
• A share consolidation occurred at a ratio of 0.2 post-consolidated shares for every pre-consolidation common share.
• Claranova Technologies Inc. is now a wholly owned subsidiary; Illumisoft acquired all of Claranova's assets.
• Subscription receipts previously issued at $0.30 (gross proceeds $6,441,975) were exchanged for post-consolidation shares.
• A debenture was issued in exchange for Claranova’s outstanding debt ($333,333 principal), repayable on May 4, 2026.
• New equity incentives include 3,540,000 stock options and 425,390 share purchase warrants, all exercisable at $0.30 per post-consolidation common share.
• Auditor changed from Crowe MacKay LLP to Kenway Mack Slusarchuk Stewart LLP.

• The completion of the QT is a standard milestone for shell companies that have previously announced their intent and raised capital (subscription receipts were "previously issued").
• The news confirms the transition from a shell entity to an operating company with a Health Canada-registered product, which validates the business model but does not introduce new unexpected upside.
• The immediate debt maturity of $333,333 due May 4, 2026 (13 days post-news) creates significant near-term liquidity pressure for a newly listed entity.
• Dilution is substantial with over 3.9 million warrants/options issued at the current strike price ($0.30), capping immediate upside if exercised or sold by insiders.
• The rating reflects that while the listing and capital raise are positive, they were largely anticipated given the prior issuance of subscription receipts; thus, it is routine rather than a game changer.

• Company: Illumisoft Lighting Corp. (formerly Gstaad Capital Corp.).
• Flagship Project: Health Canada-registered upper-room germicidal ultraviolet air disinfection product.
• Business Model: Commercial lighting business combined with UV air disinfection technology.
• Development Status: Product preparing to enter active commercial use; assets acquired via QT from Claranova Technologies Inc.