Star Metro - Gstaad Capital Corp. Announces Proposed Qualifying Transaction with Claranova Technologies Inc.

VANCOUVER, BC / ACCESS Newswire / August 27, 2025 / Gstaad Capital Corp. ("Gstaad")(TSXV:GTD.H), a capital pool company listed on the NEX board of the TSX Venture Exchange ("TSXV") is pleased to announce details concerning a proposed arm's length "Qualifying Transaction" involving a business combination with Claranova Technologies Inc. ("Claranova"), a privately held technology company formed under the laws of the province of British Columbia, Canada.

Overview of Claranova

Claranova is a privately held British Columbia corporation that was formed by amalgamation of two previously existing British Columbia corporations in July, 2025. Claranova's headquarters are located in Vancouver, B.C.

Claranova's wholly owned subsidiary, Illumisoft Lighting Canada Inc. ("Illumisoft") was incorporated under the laws of the province of Ontario on July 23, 2021 and was acquired by Claranova in August 2025. Illumisoft has its operations in Ontario and is engaged in the advanced design, manufacturing, and deployment of high-performance, energy-efficient, and glare-control lighting systems for commercial and industrial applications. Illumisoft is the only company currently able to produce and commercialise a Health Canada-approved upper-room germicidal ultraviolet (GUV) product- a disinfection technology that neutralises airborne pathogens using ultraviolet light in the upper portion of indoor spaces.

There is no person who owns 10% or more of the common shares of Claranova and therefore Claranova has no control persons.

Summary of the Proposed Transaction

Gstaad has entered into a non-binding Letter of Intent dated August 26, 2025 (the "LOI") with Claranova pursuant to which the parties intend to complete a business combination (the "Transaction") to form a new entity (the "Resulting Issuer") whereby the business of Claranova will become the business of the Resulting Issuer.

Pursuant to the LOI, Gstaad will complete a consolidation of its common shares (the "Gstaad Shares") on a 5:1 basis (the "Consolidation"). Following the Consolidation, the Resulting Issuer will acquire all of the issued and outstanding common shares of Claranova (the "Claranova Shares") in exchange for shares of the Resulting Issuer on a 1-for-1 basis.

In connection with the proposed Transaction, Gstaad proposes to undertake a concurrent financing (the "Concurrent Financing") of subscription receipts at $0.30 per subscription receipt to raise minimum gross proceeds of CAD$3,500,000. Upon closing of the Transaction each subscription receipt will convert into one common share of the Resulting Issuer.

Following completion of the proposed Transaction, it is currently anticipated that the Resulting Issuer will have approximately 35,810,138 common shares issued and outstanding, consisting of approximately 1,881,667 shares held by existing Gstaad shareholders (post-Consolidation), 22,261,805 shares issued to Claranova shareholders pursuant to the Transaction, and not less than 11,666,666 shares issued upon the conversion of subscription receipts issued pursuant to the Concurrent Financing. These figures are presented for indicative purposes only and remain subject to adjustment based on final terms and market conditions.

It is intended that the proposed Transaction, when completed, will constitute Gstaad's "Qualifying Transaction" ("QT") in accordance with Policy 2.4 - Capital Pool Companies of the TSX Venture Exchange (the "Exchange") Corporate Finance Policies.

Completion of the Transaction is subject to several conditions, including the execution of a definitive agreement, closing of the Concurrent Financing, satisfactory due diligence by both parties, TSXV approval, and any necessary shareholder or regulatory consents.

The Company does not expect any finder's fees to be payable in respect of the Transaction, however finder's fees may be payable in respect of the Concurrent Financing. The Company has not made and does not expect to make any advance of funds to Claranova in respect of the Transaction.

A comprehensive news release will be issued by Gstaad disclosing further details of the proposed Transaction, including the final proposed capital structure of the Resulting Issuer, financial information respecting Claranova, the names and backgrounds of all persons who will constitute insiders of the Resulting Issuer, and information respecting sponsorship, once a definitive agreement has been executed and certain conditions have been met, including satisfactory completion of due diligence.

Arm's Length Nature and Shareholder Approval

It is not expected that shareholder approval will be required with respect to the proposed Transaction under the rules of the Exchange applicable to capital pool companies, because the parties believe that the proposed Transaction does not constitute a "Non-Arm's Length Qualifying Transaction" pursuant to the Policy 2.4 of the Exchange.

The parties will undertake an analysis of the relevant rules in MI 61-101: Protection Of Minority Security Holders In Special Transactions to determine whether amongst other things, minority shareholder approval of the proposed Transaction will be required in accordance therewith.

In addition, the structure of the proposed Transaction is being finalized, and based on the final structure as reflected in the definitive agreement,shareholder approval of the Transaction or certain ancillary matters, including the Consolidation, may be required.

Trading Halt

Trading in the common shares of Gstaad has been halted and is not expected to resume until the Transaction is completed or until the Exchange receives the requisite documentation to resume trading. It is expected that upon completion of the Transaction, the Resulting Issuer will be listed as a Tier 2 Technology Issuer on the Exchange.

Forward Looking Information

Statements in this press release regarding Gstaad's business and the proposed transaction with Claranova which are not historical facts are "forward-looking statements" that involve risks and uncertainties, such as the terms and completion of the proposed Transaction. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results in each case could differ materially from those currently anticipated in such statements.

Completion of the Transaction is subject to a number of conditions, including but not limited to, the execution of a binding definitive agreement relating to the Transaction, acceptance by the TSX Venture Exchange, completion of the Consolidation and Concurrent Financing, and, if applicable pursuant to Exchange requirements, approval of the Transaction by a majority of the minority shareholders. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in a management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.

For further information, please contact:

Paul Larkin,
Chief Executive Officer

Gstaad Capital Corp.
Telephone: (604) 728-4080
Email: [email protected]

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

SOURCE: Gstaad Capital Corp

View the original press release on ACCESS Newswire

A.Gagnon--SMC