Star Metro - Gstaad Capital Corp. Announces Closing of Final Tranche of Concurrent Financing

VANCOUVER, BC / ACCESS Newswire / December 18, 2025 / Gstaad Capital Corp. ("Gstaad") (TSXV:GTD.H) is pleased to announce that, further to its news release dated October 24, 2025 it has closed a second and final tranche (the "Second 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 a proposed amalgamation (the "Amalgamation") of Gstaad and Claranova Technologies Inc. ("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").

Pursuant to the Second Tranche Gstaad has issued an additional 9,749,999 Subscription Receipts for additional gross proceeds of $2,924,999.70.

The Concurrent Financing is now closed and Gstaad has issued a total (including both the first tranche and the Second Tranche) of 21,473,250 Subscription Receipts for aggregate gross proceeds of $6,441,975.

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 common share (a "Resulting Issuer Share") of the company (the "Resulting Issuer") formed upon completion of the Amalgamation, 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 Filing Statement to be filed in connection with the Transaction, and for general working capital purposes.

The gross proceeds of the Concurrent Financing have been 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 in respect of the Amalgamation, dated October 24, 2025 (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.

Gstaad has not agreed to pay any further finder's fees in respect of the Second Tranche.

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 is subject to the final approval of the Exchange.

Additional Insider of Resulting Issuer

Pursuant to the closing of the Second Tranche, Resilience Reserve LLC ("Resilience Reserve") has subscribed for 8,400,000 Subscription Receipts. Upon closing of the Transaction, and release of the Escrowed Proceeds, Resilience Reserve will hold approximately 18.33% of the Resulting Issuer Shares.

Robert Reid, a resident of California and a principal of Resilience and is a joint actor with Resilience. Mr. Reid will also, independent of Resilience's subscription for Subscription Receipts hold an aggregate of 500,000 Resulting Issuer Shares and options to purchase 250,000 Resulting Issuer Shares.

Chris Anderson is a resident of New York and a principal of Resilience and is a joint actor with Resilience. Mr. Anderson is not currently expected to hold any securities of the Resulting Issuer personally.

Resilience and Mr. Reid will collectively hold an aggregate of 8,900,000 Resulting Issuer Shares, representing approximately 19.43% of the then outstanding Resulting Issuer Shares or, assuming exercise of the options to purchase Resulting Issuer Shares held by Mr. Reid, an aggregate of 9,150,000 Resulting Issuer Shares, representing approximately 19.86% of the then outstanding Resulting Issuer Shares.

Resilience has filed an early warning report and early warning press release in accordance with National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, on Gstaad's SEDAR+ profile at www.sedarplus.ca.

For further information on Resilience Reserve please see Gstaad's additional separate press release dated December 18, 2025.

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 Filing Statement of Gstaad to be prepared and filed in respect of the Transaction.

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

L.Pelletier--SMC