Star Metro - Gstaad Capital Corp. Announces Execution of Amalgamation Agreement with Claranova Technologies Inc. and Closing of First Tranche of Concurrent Financing

VANCOUVER, BC / ACCESS Newswire / October 24, 2025 / Gstaad Capital Corp. ("Gstaad") (TSXV:GTD.H) is pleased to announce that, further to its news release dated August 27, 2025, it has entered into a definitive amalgamation agreement (the "Amalgamation Agreement") dated October 24, 2025 with Claranova Technologies Inc. ("Claranova") in connection with a proposed amalgamation (the "Amalgamation") of Gstaad and Claranova under the Business Corporations Act (British Columbia) (the "BCBCA"), which transaction (the "Transaction") is intended to constitute Gstaad's Qualifying Transaction (within the meaning of Policy 2.4 - Capital Pool Companies of the TSX Venture Exchange (the "Exchange")).

The Amalgamation Agreement contemplates, among other things:

1. the consolidation (the "Consolidation")of the securities of Gstaad, whereby each issued and outstanding pre-Consolidation Gstaad security will be exchanged for 0.2 of a post-Consolidation security; and

2. the amalgamation (the "Amalgamation") of Claranova and Gstaad pursuant to the BCBCA to form "Illumisoft Corp." (the "Resulting Issuer").

After giving effect to the Transaction, it is expected that the Resulting Issuer will carry on the business of Claranova and the shareholders of Claranova ("Claranova Shareholders") will collectively exercise control over the Resulting Issuer. Completion of the Transaction is subject to, among other things, receipt of all necessary regulatory and shareholder approvals. It is expected that upon completion of the Transaction, the Resulting Issuer will be listed as a Tier 2 Technology Issuer on the Exchange.

The Amalgamation Agreement

The Amalgamation Agreement requires that, amongst other standard conditions, the following material conditions precedent be met prior to the closing of the Amalgamation (the "Effective Time"):

1. acceptance of the Transaction by the Exchange and receipt of other applicable regulatory approvals;

2. receipt of the requisite approval of the shareholders of Gstaad (the "Gstaad Shareholders") with respect to (i) the Consolidation, (ii) the Amalgamation, and (iii) the adoption of a new equity incentive plan (the "Equity Incentive Plan") of the Resulting Issuer;

3. receipt of the requisite approvals of the Claranova Shareholders with respect to the Amalgamation;

4. the completion of the Concurrent Financing (as defined below); and

5. no Material Adverse Effect (as defined in the Amalgamation Agreement) with respect to Claranova or Gstaad having occurred between the date of entering into the Amalgamation Agreement and the Effective Time.

If all conditions to the implementation of the Transaction have been satisfied or waived, Gstaad and Claranova will carry out the Transaction. Pursuant to the terms of the Transaction, it is expected that the following security conversions, exercises and issuances will occur among Gstaad, Claranova and the securityholders of each of them at or prior to the Effective Time:

1. Each post-Consolidation common share of Gstaad ("Gstaad Shares") issued and outstanding immediately prior to the Effective Time, that is not held by a Gstaad Shareholder who has exercised their dissent rights in respect of the Amalgamation, shall be exchanged for one fully paid and non-assessable common share of the Resulting Issuer (a "Resulting Issuer Share").

2. Each Subscription Receipt (as hereafter defined) outstanding in Gstaad shall be exchanged for one Resulting Issuer Share.

3. Each common share of Claranova ("Claranova Shares") issued and outstanding immediately prior to the Effective Time, that is not held by a Claranova Shareholder who has exercised their dissent rights in respect of the Amalgamation, shall be exchanged for one fully paid and non-assessable Resulting Issuer Share.

It is currently anticipated that immediately prior to the Effective Time and on a post-Consolidation basis there will be approximately (i) 1,881,667 Gstaad Shares issued and outstanding and (ii) up to 23,333,334 Subscription Receipts issued and outstanding.

It is currently anticipated that immediately prior to the Effective Time there will be 22,261,805 Claranova Shares issued and outstanding.

It is currently anticipated that following the Effective Time (assuming the completion of the maximum amount of the Concurrent Financing)there will be the following securities of the Resulting Issuer issued and outstanding: (i) 47,476,806 Resulting Issuer Shares, and (ii) 425,390 Resulting Issuer Finder Warrants (as defined below). Additional Resulting Issuer Finder Warrants may be issued pursuant to further closings of the Concurrent Financing (as discussed below).

It is currently anticipated that following the Effective Time (assuming the completion of the maximum amount of the Concurrent Financing): (i) the Gstaad Shareholders will hold approximately 3.96% of the issued and outstanding Resulting Issuer Shares; (ii) the Claranova Shareholders immediately prior to the Effective Time will hold approximately 46.89% of the issued and outstanding Resulting Issuer Shares; and (iii) the subscribers to the Concurrent Financing will hold approximately 49.15% of the Resulting Issuer Shares.

Upon the closing of the Transaction, it is currently expected that no person will own, direct, or control, directly or indirectly, 10% or more of the issued and outstanding Resulting Issuer Shares.

The Transaction is being completed at deemed transaction price of C$0.35 per Resulting Issuer Share (being the last trading price of the Gstaad Shares on a post-Consolidation basis). The value of the consideration for the acquisition by Gstaad of the Claranova Shares pursuant to the Transaction is C$7,791,631.75.

There can be no assurance that the Amalgamation or the Transaction will be completed as proposed or at all.

The full text of the Amalgamation Agreement is available on Gstaad's SEDAR+ profile at www.sedarplus.ca.

Concurrent Financing

Gstaad is further pleased to announce that it will today close a first tranche (the "First Tranche") of its previously announced non-brokered private placement of subscription receipts of Gstaad (the "Subscription Receipts") at a price of $0.30 per Subscription Receipt (the "Concurrent Financing"). . The Concurrent Financing is being conducted in connection with the Transaction.

Pursuant to the First Tranche Gstaad will issue 11,723,251 Subscription Receipts for aggregate gross proceeds of $3,516,975.30.

Gstaad intends to continue the Concurrent Financing and now intends to raise total aggregate gross proceeds of up to $7,000,000.20 for a total of up to 23,333,334 Subscription Receipts to be issued.

Each Subscription Receipt entitles the holder, without payment of any additional consideration and without further action on the part of the holder, to receive one Resulting Issuer Share upon the satisfaction of the Escrow Release Conditions (as defined below) prior to the Termination Time (as defined below).

The net proceeds of the Concurrent Financing will be used to fund the business activities of the Resulting Issuer as will be disclosed in the Information Circular (as hereafter defined), and for general working capital purposes.

The gross proceeds of the First Tranche have been, and the Concurrent Financing will be, placed in escrow (the "Escrowed Proceeds") and will be released to the Resulting Issuer (together with the interest earned thereon) upon satisfaction of the Escrow Release Conditions. For the purposes of the agreements which govern the Subscription Receipts, "Escrow Release Conditions" include: (i) all conditions precedent, undertakings, and other matters to be satisfied, completed and otherwise met at or prior to the completion of the Transaction having been satisfied or waived in accordance with the terms of the Amalgamation Agreement; (ii) there having been no material amendments of the terms and conditions of the Amalgamation Agreement; (iii) Gstaad having received all necessary regulatory and other approvals regarding the Transaction.

If (i) the Escrow Release Conditions have not been satisfied by 5:00 p.m. (Vancouver time) on February 28, 2026; (ii) the Transaction is terminated in accordance with its terms; or (iii) Gstaad has advised the public that it does not intend to proceed with the Transaction (in each case, the earliest of such times being the "Termination Time"), Gstaad will be required to refund to each holder of Subscription Receipts the aggregate subscription price paid for the holder's Subscription Receipts, together with such holder's pro rata portion of the interest earned on the Escrowed Proceeds.

In connection with the First Tranche, Gstaad has agreed, at the time the Escrowed Proceeds are released to the Resulting Issuer, that the Resulting Issuer will: (i) pay to certain finders total cash fees of $ $127,617.02; and (ii) issue to such finder's 425,390 non-transferable share purchase warrants (the "Resulting Issuer Finder Warrants"). Each Resulting Issuer Finder Warrant will entitle the holder thereof to purchase one Resulting Issuer Share at a price of $0.30 per share until the second anniversary of the date of closing of the Transaction.

All securities issued pursuant to the Concurrent Financing will be subject to a statutory hold period of four months and one day from the date of issuance in accordance with applicable securities laws.

The closing of the Concurrent Financing, including the payment of any cash fees or the issuance of Resulting Issuer Finder Warrants to finders, is subject to the final approval of the Exchange.

Arm's Length Transaction and Related Party Disclosure

Ehsan Agahi is a director of each of Gstaad and Claranova and is therefore a Non-Arm's Length Party to each of Gstaad and Claranova.

In addition, as of the date hereof, the following Non-Arm's Length Parties to Gstaad hold Claranova Shares as follows:

It is not expected that Gstaad Shareholder approval will be required with respect to the Transaction under the rules and policies of the Exchange applicable to capital pool companies as the Transaction does not constitute a "Non-Arm's Length Qualifying Transaction" pursuant to the Exchange Policy 2.4 because there are no common "Control Persons" in respect of Gstaad and Claranova.

Notwithstanding the foregoing, the Amalgamation is subject to the approval of each of the Claranova Shareholders and Gstaad Shareholders in accordance with the BCBCA.

About 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. Claranova has generated revenues between $1.0 million and $1.4 million annually over the past four years.

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

Summary of Financial Information for Illumisoft

As Illumisoft is the principal operating business of Claranova and was recently acquired by Claranova, Claranova will for the purposes of this press release present the financial information of Illumisoft as its principal financial information

The following table sets forth selectedhistorical financial information for Illumisoft for the audited financial years ended July 31, 2024 and July 31, 2023 and for the unaudited nine month period ended April 30, 2025. The financial information has been prepared in accordance with International Financial Reporting Standards.

The Company expects to include audited financial statements of: (i) Claranova for the years ended December 31, 2024 and December 31, 2023, and (ii) Illumisoft for the years ended July 31, 2025 and July 2024, as well as unaudited financial statements of Claranova for the nine months ended September 30, 2025 in the information circular (the "Information Circular") to be prepared in respect of the Transaction and to be filed on Gstaad's profile on SEDAR+ at www.sedarplus.ca.

Proposed Directors and Senior Management Team

Upon the closing of the Transaction, it is anticipated that Ehsan Agahi, Brett Nicholds, Michael Johnson, Ryan Adam and Cameron Groome will comprise the board of directors of the Resulting Issuer. It is also anticipated that the new senior management team of the Resulting Issuer will be comprised of Ehsan Agahi (Chairman), Brett Nicholds (Chief Executive Officer), Ali Pickett (Chief Financial Officer), Michael Johnson (Chief Technology Officer) and David W. Smalley (Corporate Secretary).

The following are brief resumes of the currently proposed directors and senior officers of the Resulting Issuer following the Transaction:

Ehsan Agahi - Chairman and Director

Ehsan Agahi is a venture investor and executive with extensive experience building and financing emerging companies across biotechnology, clean technology, and advanced materials. As Co-Founder and General Partner at Zephyr Venture Partners, he has helped raise and deploy more than $50 million, leading transactions that bridge deep science with scalable commercial applications. He was instrumental in structuring the merger between Bullet Explorations and Gold79 Mines, creating West Point Gold, and continues to guide corporate strategy, governance, and capital formation across Zephyr's portfolio.

Brett Nicholds - Chief Executive Officer and Director

Brett brings 25 years of experience in the manufacturing sector, serving as Director of Procurement at Dollco Integrated Solutions, overseeing a $20 million budget and contributing to a successful exit strategy for the ownership group. Nicholds then as CEO led Illumisoft from pre-commercialization to national distribution, focusing on business development, market strategy, and sales.

Nicholds holds BA in Political Science and Economics from Bishops University.

Ali Pickett - Chief Financial Officer

Ali is a seasoned CFO and finance executive with 17+ years of experience spanning mining, biotech, real estate, and CPG. He brings deep expertise in financial strategy, cross-border audit and reporting, and capital markets readiness for private and public companies. He has co-founded and led finance for high-growth start-ups, managed institutional real estate portfolios, and currently supports mining and biotech firms through M&A, IPO preparation, and regulatory compliance.

Michael Johnson - Chief Technology Officer and Director

Michael brings over 25 years of experience in the semiconductor industry and nanotechnology, in both R&D and manufacturing environments, and including roles at Motorola Inc. During that time he played key roles developing and productizing novel technologies. After leaving Motorola, he has focused on similar endeavors through his consulting business. Dr. Johnson holds a PhD in Physics from Arizona State University.

Ryan Adam - Director

Ryan Adam is an Executive Vice President at Wellington Dupont Public Affairs. Before joining Wellington Dupont, Ryan spent 4 years working as the Vice-President of Government and Public Relations at Torstar.

From 2017-2019, Ryan worked in the Office of the Prime Minister, where he was responsible for advising the Prime Minister and staff on issues of importance related to British Columbia, Alberta, Saskatchewan, and Manitoba. He worked closely with all Ministers in cabinet to advance policy, issues, funding, and strategy for the four western provinces. From 2015-2017, Ryan also spent over two years working in the office of the Minister of Natural Resources, where he advised on issues related to government policy, including pipelines, climate change policy, intergovernmental relations, and Indigenous nation-to-nation relationships.

Cameron Groome - Director

Cameron Groome, President and CEO of Microbix Biosystems Inc. (TSX:MBX), has over 25 years of experience in life sciences and capital markets. He previously held executive roles at TSX and TSX Venture-listed companies and has led healthcare investment banking at national firms. He has served on public and private boards, and is currently a director iFabric Corp. (TSX:IFA). Mr. Groome has also advised Global Affairs Canada on life sciences strategy.

David W. Smalley - Corporate Secretary

Mr. Smalley is the principal of David Smalley Law Company where he practices corporate and securities law, prior to which he was a partner at Fraser and Company LLP in Vancouver, British Columbia. He was called to the bar of the Law Society of British Columbia in 1989. Mr. Smalley earned a Bachelor of Laws degree from the University of British Columbia in 1988 and a Bachelor of Arts degree from the University of Victoria in 1985.

He has served as an officer and/or director of numerous public companies over the past 20 years, including serving as chair of numerous audit and governance committees. Mr. Smalley was one of the founders of Canaco Resources Inc. (now Orca Gold Corp.) and was a director and chair of the audit committee of Scorpio Gold Corp..

Sponsorship

Sponsorship in the context of a Qualifying Transaction is required by the Exchange unless exempt in accordance with Exchange Policy 2.2. Gstaad will seek a waiver from the Exchange's sponsorship requirements if no exemption is available in accordance with Exchange Policy 2.2. There is no guarantee that Gstaad will obtain a waiver if sought from the Exchange's sponsorship requirements.

Loan

Gstaad has provided an unsecured loan of $25,000 to Claranova. The loan is repayable on termination of the Amalgamation Agreement and bears no interest. Gstaad does not intend to loan any further funds to Claranova prior to the closing of the Transaction.

Finders Fees

Neither Gstaad nor Claranova expects to pay any finder's fees or commissions in connection with the Transaction, however finder's fees will be paid in respect of the Concurrent Financing as disclosed above.

Further Information

Gstaad will provide further details in respect of the Transaction in due course by way of a subsequent news release, however, Gstaad will make available to the Exchange, all information, including financial information, as may be requested or required by the Exchange. Further details about the Transaction, including further particulars of the business of Claranova and the Resulting Issuer, will be provided in in the Information Circular of Gstaad to be prepared and filed in respect of the annual and special meeting of the Gstaad Shareholders.

For further information, please contact:

All information contained in this news release with respect to Gstaad and Claranova was supplied by the respective party, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.

Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval (although this is not currently expected to be required). The Transaction cannot close until the required shareholder approval of the Amalgamation 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 the Information Circular 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 Gstaad or Claranova should be considered highly speculative.

The TSX Venture Exchange has not in any way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this news release.

None of the securities to be issued under the Transaction have been or will be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States.

Cautionary Statement Regarding Forward Looking Information

This news release contains statements which constitute "forward-looking information" within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of Gstaad and Claranova with respect to future business activities and operating performance.

Often, but not always, forward-looking information can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or variations (including negative variations) of such words and phrases, or statements formed in the future tense or indicating that certain actions, events or results "may", "could", "would", "might" or "will" (or other variations of the forgoing) be taken, occur, be achieved, or come to pass. Forward-looking information includes information regarding: (i) expectations regarding whether the Transaction will be consummated, including whether conditions to the consummation of the Transaction will be satisfied including, but not limited to, the necessary regulatory approvals and the timing associated with obtaining such approvals, if at all; (ii) the business plans and expectations of the Resulting Issuer; and (iii) expectations for other economic, business, and/or competitive factors. Forward-looking information is based on currently available competitive, financial and economic data and operating plans, strategies or beliefs as of the date of this news release, but involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements of Claranova, Gstaad or the Resulting Issuer, as applicable, to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors may be based on information currently available to Claranova, Gstaad and the Resulting Issuer, including information obtained from third-party industry analysts and other third-party sources, and are based on management's current expectations or beliefs. Any and all forward-looking information contained in this news release is expressly qualified by this cautionary statement.

Investors are cautioned that forward-looking information is not based on historical facts but instead reflect Claranova and Gstaad's respective management's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Forward-looking information reflects Claranova's and Gstaad's current beliefs and is based on information currently available to Claranova and Gstaad and on assumptions it believes to be not unreasonable in light of all of the circumstances. In some instances, material factors or assumptions are discussed in this news release in connection with statements containing forward-looking information. Such material factors and assumptions include, but are not limited to:, Claranova, Gstaad or the Resulting Issuer; completion of the Transaction; satisfying the conditions precedent and covenants in the Amalgamation Agreement; satisfying the requirements of the Exchange with respect to the Transaction; meeting the minimum listing requirements of the Exchange, and anticipated and unanticipated costs and other factors referenced in this news release and to be referenced in the Information Circular, including, but not limited to, those to be set forth in the Information Circular under the caption "Risk Factors". Although Claranova and Gstaad have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking information contained herein is made as of the date of this news release and, other than as required by law, Claranova and Gstaad disclaim any obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although Claranova and Gstaad have attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. Claranova and Gstaad do not intend, and do not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.

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

SOURCE: Gstaad Capital Corp

View the original press release on ACCESS Newswire

M.Johnson--SMC