Star Metro - Gstaad Capital Corp. and Claranova Technologies Inc. Announce TSXV Conditional Acceptance and Filing of Filing Statement for Their Qualifying Transaction

VANCOUVER, BC / ACCESS Newswire / April 8, 2026 / Gstaad Capital Corp.("Gstaad")(TSXV:GTD.H), a capital pool company, is pleased to announce that it has received conditional acceptance from the TSX Venture Exchange ("TSXV") for the closing of its proposed three cornered amalgamation transaction with Claranova Technologies Inc. ("Claranova") 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").

Gstaad has filed a filing statement that is dated effective March 31, 2026 (the "Filing Statement") and certain additional documents in respect of the Transaction on Gstaad's SEDAR+ profile at www.sedarplus.ca.

Gstaad proposes to acquire Claranova by way of a three cornered amalgamation between Gstaad, 1572485 B.C. Ltd., a wholly owned subsidiary of Gstaad, and Claranova under the Business Corporations Act (British Columbia). In connection with the Qualifying Transaction, Gstaad will consolidate its existing common shares on a 5:1 basis and change its name to Illumisoft Lighting Corp. (the "Resulting Issuer"). It is anticipated that the common shares of the Resulting Issuer will after closing of the Transaction trade on the TSXV under the ticker "UVC".

"Receiving conditional approval for our TSXV listing marks an important step in our growth strategy. We are excited about the future as we move closer to unlocking the potential of our business and bringing value to our shareholders. We look forward to continuing our journey as a publicly traded company on such a respected exchange," said Ehsan Agahi, director of Claranova and proposed Chairman of the Resulting Issuer.

It is now currently anticipated that, immediately following the completion of the Transaction, there will be 46,173,389 common shares of the Resulting Issuer issued and outstanding, including those issued on conversion of the outstanding subscription receipts of Gstaad that will be converted on closing of the Transaction (see news releases dated December 18, 2025 and March 13, 2026). In addition, on closing of the Transaction, the Resulting Issuer will issue 425,390 share purchase warrants to brokers who introduced investors to the subscription receipt financing, and 3,540,000 stock options, all of which will be exercisable at $0.30 per common share, in the case of the warrants for two years from the date of issuance and in the case of the stock options for 10 years from the date of issuance.

Additional information in respect of the Transaction, Gstaad, Claranova and the Resulting Issuer can be found in the Filing Statement. In accordance with the policies of the TSXV, Gstaad's common shares are currently halted from trading and will remain so until such time as required by TSXV policies.

Gstaad will provide further details in respect of the closing of the Transaction, which Gstaad currently expects to take place on or around April 20, 2026, in due course by way of a subsequent news release.

For further information, please contact:

Completion of the Transaction is subject to a number of conditions, including but not limited to the completion of all conditions set out in both the amalgamation agreement between the parties to the Transaction and the TSXV's conditional acceptance letter. The Transaction is subject to the final acceptance of the TSXV. 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 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 referenced in the Filing Statement, including, but not limited to, those 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

O.Poirier--SMC