Star Metro - Announces Amendment to Amalgamation Agreement with Claranova Technologies Inc.

VANCOUVER, BC / ACCESS Newswire / November 13, 2025 / Gstaad Capital Corp. ("Gstaad") (TSXV:GTD.H) announces that, further to its news release dated October 24, 2025 it has entered into a first amendment (the "Amendment") to its 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)(, 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")).

On November 4, 2025, Claranova completed a bridge financing, consisting of non brokered private placement pursuant to which Claranova issued a debenture (the "Claranova Debenture") in the principal amount of $333,333 with a 10% discount applied for the benefit of the subscriber such that the actual aggregate amount funded was $300,000. The Claranova Debenture bears no interest (other than where there is an event of default in which case penalty interest of 18% per annum will apply) and is repayable 6 months from the date of issuance, being May 4, 2026. In consideration of the risk taken by the subscriber in providing the Claranova Debenture, Claranova also issued 200,000 common shares of Claranova at a deemed price of $0.30 per share to the holder of the Claranova Debenture (the "Claranova Bonus Shares").

The Amendment was effected, as of November 10, 2025, in order to include in the classes of securities to be issued pursuant to the Amalgamation, the exchange of the Claranova Debenture for a debenture of the amalgamated entity (the "Resulting Issuer") on equivalent terms to the Claranova Debenture. A copy of the Amendment has been posted to Gstaad's SEDAR+ profile at www.sedarplus.ca.

As a result, the Resulting Issuer, now expects to issue, in addition to the securities previously proposed to be issued pursuant to the Transaction as reported in Gstaad's news release dated October 24, 2025, a debenture in the principal amount of $333,333 repayable on May 4, 2026 (the "Resulting Issuer Debenture").

It is currently anticipated that immediately prior to the Effective Time, including the Claranova Bonus Shares, there will be 22,461,805 Claranova Shares issued and outstanding.

It is currently anticipated that, following the closing of the Transaction,there will be the following securities of the Resulting Issuer issued and outstanding: (i) 47,676,806 Resulting Issuer Shares, (ii) 425,390 Resulting Issuer Finder Warrants (as defined in the press release dated October 24, 2025), and (iii) the Resulting Issuer Debenture.

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 the Information Circular of Gstaad to be prepared and filed in respect of the annual and special meeting of the Gstaad Shareholders to approve, among other things, the Amalgamation.

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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'srespective 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

W.Richard--SMC