Mr. Paul Larkin reports

GSTAAD CAPITAL CORP. AND CLARANOVA TECHNOLOGIES INC. ANNOUNCE TSXV CONDITIONAL ACCEPTANCE AND FILING OF FILING STATEMENT FOR THEIR QUALIFYING TRANSACTION

Gstaad Capital Corp. has received conditional acceptance from the TSX Venture Exchange for the closing of its proposed three cornered amalgamation transaction with Claranova Technologies Inc., 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.

Gstaad has filed a filing statement that is dated effective March 31, 2026, and certain additional documents in respect of the transaction on Gstaad's SEDAR+ profile.

Gstaad proposes to acquire Claranova by way of a three-cornered amalgamation between Gstaad, 1572485 B.C. Ltd., a wholly owned subsidiary of Gstaad, and Claranova under the Business Corporations Act (British Columbia). In connection with the qualifying transaction, Gstaad will consolidate its existing common shares on a one-for-five basis and change its name to Illumisoft Lighting Corp. It is anticipated that the common shares of the resulting issuer will after closing of the transaction trade on the TSX-V under the ticker UVC.

"Receiving conditional approval for our TSX-V listing marks an important step in our growth strategy. We are excited about the future as we move closer to unlocking the potential of our business and bringing value to our shareholders. We look forward to continuing our journey as a publicly traded company on such a respected exchange," said Ehsan Agahi, director of Claranova and proposed chairman of the resulting issuer.

It is currently anticipated that, immediately following the completion of the transaction, there will be 46,173,389 common shares of the resulting issuer issued and outstanding, including those issued on conversion of the outstanding subscription receipts of Gstaad that will be converted on closing of the transaction (see news releases dated Dec. 18, 2025, and March 13, 2026). In addition, on closing of the transaction, the resulting issuer will issue 425,390 share purchase warrants to brokers which introduced investors to the subscription receipt financing, and 3.54 million stock options, all of which will be exercisable at 30 cents per common share, in the case of the warrants for two years from the date of issuance and in the case of the stock options for 10 years from the date of issuance.

Additional information in respect of the transaction, Gstaad, Claranova and the resulting issuer can be found in the filing statement. In accordance with the policies of the TSX-V, Gstaad's common shares are currently halted from trading and will remain so until such time as required by TSX-V policies.

Gstaad will provide further details in respect of the closing of the transaction, which Gstaad currently expects to take place on or around April 20, 2026, in due course by way of a subsequent news release.

Completion of the transaction is subject to a number of conditions, including, but not limited to, the completion of all conditions set out in both the amalgamation agreement between the parties to the transaction and the TSX-V's conditional acceptance letter. The transaction is subject to the final acceptance of the TSX-V. 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 filing statement, 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.

We seek Safe Harbor.