Gstaad Capital Corp. Announces Extension to Subscription Receipt Release Deadline and Results of Annual General and Special Meeting

Vancouver, British Columbia--(Newsfile Corp. - March 13, 2026) - Gstaad Capital Corp. (TSXV: GTD.H) ("Gstaad" or the "Company") is pleased to announce the following updates in respect of the proposed three cornered amalgamation transaction (the "Transaction") between Gstaad and Claranova Technologies Inc. ("Claranova") intended to constitute Gstaad's Qualifying Transaction (within the meaning of Policy 2.4 - Capital Pool Companies of the TSX Venture Exchange (the "Exchange")).

Amendment to Subscription Receipt Agreement

Further to its news releases dated October 24, 2025 and December 18, 2025 the Company reports it has received certain required consents from holders of its subscription receipts (the "Subscription Receipts") issued under a previously closed non-brokered private placement at a price of $0.30 per Subscription Receipt (the "Concurrent Financing"). The consents authorize amendments to the subscription receipt agreement (the "Subscription Receipt Agreement") governing the Subscription Receipts. Key among these amendments is an extension of the release deadline for the Subscription Receipts from February 28, 2026 to June 30, 2026. Certain other amendments have also been made to reflect updates to the Transaction (as defined below), as reported in Gstaad's press release dated February 4, 2026.

There remain outstanding 21,473,250 Subscription Receipts with each Subscription Receipt entitling the holder, without payment of any additional consideration and without further action on the part of the holder, to receive one common share of the company (the "Resulting Issuer") formed upon completion of the Transaction.

Pursuant to the amended Subscription Receipt Agreement:

1. The gross proceeds of the Concurrent Financing remain 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 Subscription Receipt Agreement, "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 amended and restated amalgamation agreement in respect of the Transaction dated February 2, 2026 (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;
2. If (i) the Escrow Release Conditions have not been satisfied by 5:00 p.m. (Vancouver time) on June 30, 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, 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.

Results of Annual General and Special Meeting

Gstaad was required to hold a meeting to seek approval of the shareholders of Gstaad (the "Gstaad Shareholders") of certain matters in respect of the Transaction.

Gstaad is pleased to announce that it held its annual general and special meeting on February 23, 2026 (the "Meeting") where, along with resolutions commonly placed before shareholders at an annual general meeting the Gstaad Shareholders approved, conditional upon the completion of the Transaction:

1. the name change of Gstaad to "Illumisoft Lighting Corp.";
2. the consolidation of the common shares of Gstaad on the basis of 0.2 of a post consolidation common share for each pre consolidation common share;
3. the election of directors of the Resulting Issuer following the closing of the Transaction as agreed between Gstaad and Claranova and as set out in the information circular sent to shareholders in connection with the Meeting; and
4. the adoption of a new omnibus equity incentive plan of the Resulting Issuer.

Gstaad would like to thank its shareholders for their participation in the Meeting and for their approvals to these very important matters for the progress of the Transaction.

The Company continues to work constructively with the Exchange toward approval of the Transaction and will provide further updates as this process advances.

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.

Not for distribution to U.S. news wire services or for dissemination in the United States

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/288457