Mr. Brett Nicholds reports

GSTAAD CAPITAL CORP. ANNOUNCES EXTENSION TO SUBSCRIPTION RECEIPT RELEASE DEADLINE AND RESULTS OF ANNUAL GENERAL AND SPECIAL MEETING

Gstaad Capital Corp. has provided the following updates in respect of the proposed three-cornered amalgamation transaction between Gstaad and Claranova Technologies Inc., intended to constitute Gstaad's qualifying transaction (within the meaning of Policy 2.4, Capital Pool Companies, of the TSX Venture Exchange).

Amendment to subscription receipt agreement

Further to its news releases dated Oct. 24, 2025, and Dec. 18, 2025, the company reports it has received certain required consents from holders of its subscription receipts issued under a previously closed non-brokered private placement at a price of 30 cents per subscription receipt. The consents authorize amendments to the subscription receipt agreement governing the subscription receipts. Key among these amendments is an extension of the release deadline for the subscription receipts from Feb. 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 news release dated Feb. 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 formed upon completion of the transaction.

Pursuant to the amended subscription receipt agreement:

1. The gross proceeds of the concurrent financing remain in escrow 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 Feb. 2, 2026; (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 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 of certain matters in respect of the transaction.

Gstaad is pleased to announce that it held its annual general and special meeting on Feb. 23, 2026, 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 postconsolidation common share for each preconsolidation 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;
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 the filing statement of Gstaad to be prepared and filed in respect of the transaction.

We seek Safe Harbor.