NEW YORK, Dec. 8, 2025 /CNW/ - Resilience Reserve LLC ("Resilience") announced today that it has signed a subscription agreement to purchase on a non-brokered private placement basis 8,400,000 subscription receipts ("Subscription Receipts") of Gstaad Capital Corp. ("Gstaad" or the "Issuer") (TSXV: GTD.H) for C$0.30 per Subscription Receipt, for a total purchase price of C$2,520,000 (the "Private Placement"). The Private Placement is being made in connection with a reverse take-over transaction (the "Transaction") between Gstaad and Claranova Technologies Inc., ("Claranova") detailed in the press release of Gstaad dated October 24, 2025. The Transaction is intended to constitute Gstaad's "Qualifying Transaction" pursuant to Policy 2.4 of the TSX Venture Exchange (the "TSXV"). Gstaad and Claranova will amalgamate to form Illumisoft Corp. (the "Resulting Issuer"). The Resulting Issuer's common shares (the "Resulting Issuer Shares") will be listed on the TSXV.
Each Subscription Receipt will entitle Resilience to receive, without payment of any additional consideration and without further action on the part of Resilience, one Resulting Issuer Share upon the satisfaction of escrow release conditions for the Transaction. In addition, Robert Reid, a principal of and joint actor with Resilience, will acquire an aggregate of 500,000 Resulting Issuer Shares and receive options to purchase 250,000 Resulting Issuer Shares.
It is currently anticipated that following the closing of the Transaction, there will be the following securities of the Resulting Issuer issued and outstanding: (i) 45,816,722 Resulting Issuer Shares; (ii) 925,390 warrants to purchase Resulting Issuer Shares; and (iii) 3,040,000 options to purchase Resulting Issuer Shares.
Resilience currently holds no securities of either Gstaad or Claranova. Prior to completion of the Transaction, Resilience will hold an aggregate of 8,400,000 Subscription Receipts of Gstaad. Upon completion of the Transaction, Resilience will receive one Resulting Issuer Share in exchange for one Subscription Receipt and subsequently hold an aggregate of 8,400,000 Resulting Issuer Shares, representing approximately 18.33% of the then outstanding Resulting Issuer Shares. Together with the 500,000 Resulting Issuer Shares that Mr. Reid will acquire, Resilience and Mr. Reid will 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, assuming no other options or warrants are exercised at the time.
Resilience and Mr. Reid acquired the Subscription Receipts and Resulting Issuer Shares and options for investment purposes. Resilience and Mr. Reid may or may not purchase or sell securities of the Issuer or the Resulting Issuer in the future on the open market or in private transactions, depending on market conditions and other factors. Currently, neither Resilience, nor Mr. Reid has other plans or intentions that relate to its investment in the Issuer or the Resulting Issuer. Depending on market conditions, general economic and industry conditions, the Issuer or the Resulting Issuer's business and financial condition and/or other relevant factors, Resilience or Mr. Reid may develop other plans or intentions in the future relating to one or more of the above items.
A copy of the early warning report filed by Resilience in connection with the Private Placement will be available on Gstaad's profile on SEDAR+ at www.sedarplus.ca. Alternatively, you may contact Mr. Robert Reid at (415) 518-2588 to obtain a copy of the report. Gstaad's head office is located at Suite 2000, 1111 West Georgia Street, Vancouver, British Columbia, V6E 4G2. Resilience's address is 201 Varick Street, Frnt 1, P.O. Box 335, New York, NY 10014.
SOURCE Resilience Reserve LLC
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