Star Metro - Gstaad Capital Corp. Amends and Restates Amalgamation Agreement with Claranova Technologies Inc.

VANCOUVER, BC / ACCESS Newswire / February 4, 2026 / Gstaad Capital Corp. ("Gstaad") (TSXV:GTD.H) announces that, further to its news releases dated October 24, 2025 and November 13, 2025, it has entered into an amended and restated definitive amalgamation agreement (the "Amended Agreement") dated February 2, 2026 with Claranova Technologies Inc. ("Claranova") and 1572485 B.C. Ltd. ("Gstaad Subco") a wholly owned subsidiary of Gstaad incorporated under the Business Corporations Act (British Columbia) (the "BCBCA").

The Amended Agreement contemplates the proposed business combination between Gstaad and Claranova to be conducted as a three cornered amalgamation (rather than a direct amalgamation between Gstaad and Claranova as previously contemplated) of Gstaad, Gstaad Subco and Claranova (the "Amalgamation") under 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 Amended Agreement contemplates, among other things:

1. the name change (the "Name Change") of Gstaad to "Illumisoft Lighting Corp." (Gstaad as it will exist following completion of the Transaction will be referred to below as the "Resulting Issuer");

2. the consolidation (the "Consolidation") of the common shares of Gstaad, whereby each issued and outstanding pre-Consolidation shares will be exchanged for 0.2 of a post-Consolidation share; and

3. the amalgamation (the "Amalgamation") of Claranova and Gstaad Subco pursuant to the BCBCA to form "Illumisoft Subco Ltd." ("Amalco"), a wholly-owned subsidiary of the Resulting Issuer.

The Amended 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 Name Change, (ii) the Consolidation, (iii) the election of directors of the Resulting Issuer following the Effective Time as agreed between Gstaad and Claranova (the "Director Appointments"), and (iv) 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; and

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

If all conditions to the implementation of the Transaction have been satisfied or waived, Gstaad, Gstaad Subco 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, Gstaad Subco, Claranova and the securityholders of Claranova at or prior to the Effective Time:

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 post-Consolidation common share of Gstaad (referred to on a post-Amalgamation basis as the "Resulting Issuer Shares"), following which all Claranova Shares shall be cancelled;

the holder of a debenture of Claranova (the "Claranova Debenture") (as further described in the Gstaad's news release dated November 13, 2025) outstanding immediately prior to the Effective Time shall receive a debenture of the Resulting Issuer having substantially the same terms and conditions of the Claranova Debenture;

1. each common share of Gstaad Subco ("Gstaad Subco Shares") issued and outstanding immediately prior to the Effective Time shall be exchanged for one common share of Amalco ("Amalco Shares"), following which each Gstaad Subco Share shall be cancelled; and

2. Gstaad shall become the registered holder of all of the Amalco Shares and shall be entitled to receive a share certificate representing the number of Amalco Shares to which it is entitled, and Amalco will become a wholly-owned subsidiary of the Resulting Issuer.

3. The proposed capitalization of the Resulting Issuer has not changed due to the Amended Agreement but for clarity is restated here.

4. 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) 21,473,250 subscription receipts of Gstaad (as further described in Gstaad's news released dated December 18, 2025) 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 there will be the following securities of the Resulting Issuer issued and outstanding: (i) 45,616,722 Resulting Issuer Shares (ii) 925,390 share purchase warrants of the Resulting Issuer each exercisable for one Resulting Issuer Share at $0.30 per share for two years from the Effective Date; and (iii) 3,040,000 stock options of the Resulting Issuer each exercisable for one Resulting Issuer Share at $0.30 per share.

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

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

Gstaad Shareholder Meeting

Gstaad is also pleased to announce that it intends to hold an in person only Annual General and Special Meeting of its shareholders (the "Meeting") at Gstaad's counsel's offices at 2000 - 1111 West Georgia St., Vancouver, BC, V6E 4G2 at 11:00 a.m. (Vancouver time) on February 23, 2026. In addition to standard annual shareholder approvals, Gstaad will also be asking its shareholders to approve ancillary matters to the Transaction including the Name Change, the Consolidation, the Director Appointments and the Equity Incentive Plan.

The Notice of Meeting, Management Information Circular, Financial Statements Request Form, Form of Proxy and Voting Instruction Form (the "Materials") in respect of the Meeting have been mailed to shareholders and posted on Gstaad's profile on SEDAR+ at www.sedarplus.ca.

Shareholders of record as of January 19, 2026, are entitled to vote their shares of Gstaad at the Meeting. Gstaad encourages its shareholders to vote in advance of the Meeting using the instructions on the Voting Instruction Form or the Form of Proxy that were mailed to them with the Materials. Shareholders are reminded that proxies must be received by 11:00 a.m. (Vancouver Time) on February 19, 2026.

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 Filing Statement of Gstaad to be prepared and filed in connection with the 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 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 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 Amended 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 Filing Statement, including, but not limited to, those to be set forth in the Filing Statement 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

S.Belanger--SMC