Mr. Brett Nicholds reports

GSTAAD CAPITAL CORP. AMENDS AND RESTATES AMALGAMATION AGREEMENT WITH CLARANOVA TECHNOLOGIES INC.

Gstaad Capital Corp., further to its news releases dated Oct. 24, 2025, and Nov. 13, 2025, has entered into an amended and restated definitive amalgamation agreement dated Feb. 2, 2026, with Claranova Technologies Inc. and 1572485 B.C. Ltd. (Gstaad Subco), a wholly owned subsidiary of Gstaad incorporated under the Business Corporations Act (British Columbia) (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 under the BCBCA, which 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 amended agreement contemplates, among other things:

1. 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 of the common shares of Gstaad, whereby each issued and outstanding preconsolidation shares will be exchanged for 0.2 of a postconsolidation share.
3. 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, among other standard conditions, the following material conditions precedent be met prior to the closing of the amalgamation:

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 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; and (iv) the adoption of a new equity incentive plan of the resulting issuer;
3. Receipt of the requisite approvals of the Claranova shareholders with respect to the amalgamation;
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 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 postconsolidation common share of Gstaad (referred to on a postamalgamation basis as the resulting issuer shares), following which all Claranova shares shall be cancelled.

The holder of a debenture of Claranova (as further described in the Gstaad's news release dated Nov. 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 issued and outstanding immediately prior to the effective time shall be exchanged for one common share of Amalco, following which each Gstaad Subco share shall be cancelled.
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 postconsolidation 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 Dec. 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 30 cents per share for two years from the effective date; and (iii) 3.04 million stock options of the resulting issuer, each exercisable for one resulting issuer share at 30 cents 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.

Gstaad shareholders meeting

Gstaad is also pleased to announce that it intends to hold an in person only annual general and special meeting of its shareholders at Gstaad's counsel's offices at Suite 2000, 1111 West Georgia St., Vancouver, B.C., V6E 4G2, at 11 a.m. Vancouver time on Feb. 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 in respect of the meeting have been mailed to shareholders and posted on Gstaad's profile on SEDAR+.

Shareholders of record as of Jan. 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 a.m. Vancouver time on Feb. 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 transaction.

We seek Safe Harbor.