Star Metro - Illumisoft Lighting Corp. Announces Closing of its Qualifying Transaction

VANCOUVER, BC / ACCESS Newswire / April 21, 2026 / Illumisoft Lighting Corp. (TSXV:UVC) (the "Company" or "Illumisoft") formerly Gstaad Capital Corp. ("Gstaad") (TSXV:GTD.H) is pleased to announce that it has completed its previously announced three cornered amalgamation (the "Transaction") with Claranova Technologies Inc. ("Claranova"), constituting its Qualifying Transaction (as defined by Policy 2.4 of the TSX Venture Exchange).

The common shares of the Company are anticipated to start trading on the TSX Venture Exchange on or about April 23, 2026 under the ticker symbol "UVC".

Ehsan Agahi, Chairman of the Company commented: "The closing of our Qualifying Transaction and our listing on the TSX Venture Exchange represents a defining moment for Illumisoft. We are proud of what our team has built and deeply grateful to the investors who have supported us on this journey. With a Health Canada-registered upper-room germicidal ultraviolet air disinfection product preparing to enter into active commercial use, a recognized commercial lighting business, and fresh capital to deploy, we enter this next phase with clear priorities and strong conviction in our ability to execute. We are all excited for what lies ahead."

The Transaction

Prior to the closing of the Transaction:

1. the Company: (a) changed its name from "Gstaad Capital Corp." to "Illumisoft Lighting Corp."; and (b) consolidated its common shares on the basis of 0.2 of a post consolidated common share for every pre consolidation common share resulting in 1,881,667 post consolidated common shares outstanding prior to closing of the Transaction; and

2. Gstaad had previously completed a private placement (the "Concurrent Financing") of 21,473,250 subscription receipts ("Subscription Receipts"), at a price of $0.30 per Subscription Receipt for aggregate gross proceeds of $6,441,975. Each Subscription Receipt has automatically been exchanged for one post-consolidation common share (21,473,250 common shares in total) of the Company upon closing of the Transaction.

The Company acquired all of the issued and outstanding securities of Claranova by way of a three cornered amalgamation pursuant to which 1572485 B.C. Ltd., a wholly owned subsidiary of the Company and Claranova amalgamated under the Business Corporations Act (British Columbia) and the resulting company, named Claranova Technologies Inc. became a wholly-owned subsidiary of the Company which now holds all of the assets of Claranova.

The outstanding common shares of Claranova were exchanged for an aggregate of 22,818,472 post consolidation common shares of the Company. The Company also issued a debenture in exchange for an outstanding debenture of Claranova in the principal amount of $333,333 that is repayable on May 4, 2026.

Concurrent with closing of the Transaction, the Company has (i) issued 3,540,000 stock options (the "Stock Options") to certain, directors, officers, employees and consultants and (ii) 425,390 share purchase warrants (the "Finder Warrants") to finders who introduced investors to the Company in respect of the Concurrent Financing. Other than 500,000 Stock Options which are exercisable for two years from issuance and vested immediately, the Stock Options are exercisable for a period of 10 years from the date of issuance and vest in equal quarterly amounts over 2 years. Both the Stock Options and Finder Warrants are each exercisable for one post consolidation common share at a price of $0.30 per common share.

The following table sets forth the fully diluted capitalization of the Company, after giving effect to the Transaction:

Board of Directors and Management of the Company

Ehsan Agahi, Brett Nicholds, Michael Johnson, Cameron Groome and Ryan Adam will comprise the board of directors of the Company.

Management of the Company consists 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).

Biographies of each of the directors and officers of the Company and detailed information regarding the Transaction can be found in the Filing Statement dated March 31, 2026 (the "Filing Statement") and filed in connection with the Transaction on the Company's SEDAR+ profile at www.sedarplus.ca.

Change of Auditor

In connection with the Transaction and at the request of the Company, Crowe MacKay LLP resigned as the Company's auditor effective April 20, 2026. The Company has appointed Kenway Mack Slusarchuk Stewart LLP to serve as auditor of the Company effective April 21, 2026 until the next annual general meeting of shareholders of the Company.

About Illumisoft Lighting Corp.

Illumisoft Lighting Corp. (TSXV:UVC) is a Canadian technology company focused on improving the environmental quality of indoor spaces. Illumisoft combines two complementary business lines: Sanilume, Canada's only Health Canada-registered upper room germicidal UVC air disinfection system for occupied commercial spaces, and a portfolio of award-winning Illumisoft-branded commercial LED lighting fixtures used in offices, healthcare facilities, government buildings and educational institutions. Sanilume continuously reduces airborne pathogen loads in occupied indoor environments without disrupting occupants, and has demonstrated leading performance in independent aerobiology chamber testing. The Company's LED products have been recognized among North America's top-performing luminaires for energy efficiency and glare control, and are aligned with government procurement and building modernization programs. With 20 granted U.S. patents, an active research program in Far UVC technology, and early-stage commercial deployments underway, Illumisoft is positioned at the intersection of infection-resilient building design and the broader indoor air quality market.

For further information, please contact:

Illumisoft Lighting Corp.

Brett Nicholds
CEO
Telephone: 613-851-3660
Email: [email protected]

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.

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

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not 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.

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 the Company 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, but is not limited to, information regarding: (i) the business plans and expectations of the Company; and (ii) 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 the Company, 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 the Company, 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 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 the Company's current beliefs and is based on information currently available to it 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: the ongoing conflicts in Ukraine and the Middle East and any actions taken by other countries in response thereto, such as sanctions or export controls; and anticipated and unanticipated costs and other factors referenced in the Filing Statement, including, but not limited to, those set forth in the Filing Statement under the caption "Risk Factors". Although the Company has 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, the Company disclaims 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.

SOURCE: Illumisoft Lighting Corp.

View the original press release on ACCESS Newswire

S.Lapointe--SMC