Mr. Paul Larkin reports

ANNOUNCES AMENDMENT TO AMALGAMATION AGREEMENT WITH CLARANOVA TECHNOLOGIES INC.

Further to its news release dated Oct. 24, 2025, Gstaad Capital Corp. has entered into a first amendment to its definitive amalgamation agreement dated Oct. 24, 2025, with Claranova Technologies Inc. in connection with a proposed amalgamation of Gstaad and Claranova under the Business Corporations Act (British Columbia) is intended to constitute Gstaad's qualifying transaction (within the meaning of Policy 2.4 -- Capital Pool Companies of the TSX Venture Exchange).

On Nov. 4, 2025, Claranova completed a bridge financing, consisting of non brokered private placement pursuant to which Claranova issued a debenture in the principal amount of $333,333 with a 10-per-cent discount applied for the benefit of the subscriber such that the actual aggregate amount funded was $300,000. The Claranova debenture bears no interest (other than where there is an event of default in which case penalty interest of 18 per cent per annum will apply) and is repayable six months from the date of issuance, being May 4, 2026. In consideration of the risk taken by the subscriber in providing the Claranova debenture, Claranova also issued 200,000 common shares of Claranova at a deemed price of 30 cents per share to the holder of the Claranova debenture.

The amendment was effected, as of Nov. 10, 2025, in order to include in the classes of securities to be issued pursuant to the amalgamation, the exchange of the Claranova debenture for a debenture of the amalgamated entity on equivalent terms to the Claranova debenture. A copy of the amendment has been posted to Gstaad's SEDAR+ profile.

As a result, the resulting issuer, now expects to issue, in addition to the securities previously proposed to be issued pursuant to the transaction as reported in Gstaad's news release dated Oct. 24, 2025, a debenture in the principal amount of $333,333 repayable on May 4, 2026.

It is currently anticipated that immediately prior to the effective time, including the Claranova bonus shares, there will be 22,461,805 Claranova shares issued and outstanding.

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) 47,676,806 resulting issuer shares, (ii) 425,390 resulting issuer finder warrants (as defined in the press release dated Oct. 24, 2025), and (iii) the resulting issuer debenture.

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.

We seek Safe Harbor.