Illumisoft Lighting Corp. (TSXV:UVC), formerly Gstaad Capital Corp., is pleased to announce that it has completed its previously announced three-cornered amalgamation with Claranova Technologies Inc., constituting its Qualifying Transaction under Policy 2.4 of the TSX Venture Exchange.
The common shares of the Company are anticipated to start trading on the TSX Venture Exchange on or about April 23, 2026 under the ticker symbol “UVC”.
“The closing of our Qualifying Transaction and our listing on the TSX Venture Exchange represents a defining moment for Illumisoft. We are proud of what our team has built and deeply grateful to the investors who have supported us on this journey. With a Health Canada-registered upper-room germicidal ultraviolet air disinfection product preparing to enter into active commercial use, a recognized commercial lighting business, and fresh capital to deploy, we enter this next phase with clear priorities and strong conviction in our ability to execute.”
, Ehsan Agahi, Chairman, Illumisoft Lighting Corp.
The Transaction
Prior to closing, the Company changed its name from Gstaad Capital Corp. to Illumisoft Lighting Corp. and consolidated its common shares on the basis of 0.2 of a post-consolidated common share for every pre-consolidation common share, resulting in 1,881,667 post- consolidated common shares outstanding prior to closing.
Gstaad had previously completed a private placement (the “Concurrent Financing”) of 21,473,250 subscription receipts at $0.30 per receipt, for aggregate gross proceeds of $6,441,975. Each Subscription Receipt was automatically exchanged for one post-consolidation common share upon closing.
The Company acquired all of the issued and outstanding securities of Claranova by way of a three-cornered amalgamation. The outstanding common shares of Claranova were exchanged for an aggregate of 22,818,472 post-consolidation common shares of the Company.
Capitalization
After giving effect to the Transaction, the Company has 46,173,389 common shares issued and outstanding (92.09% of fully-diluted shares), 3,540,000 stock options (7.06%), and 425,390 finder warrants (0.85%), for a total of 50,138,779 fully-diluted common shares.
Board and Management
The Board of Directors comprises Ehsan Agahi, Brett Nicholds, Michael Johnson, Cameron Groome, and Ryan Adam. Management consists of Ehsan Agahi (Chairman), Brett Nicholds (Chief Executive Officer), Ali Pickett (Chief Financial Officer), Michael Johnson (Chief Technology Officer), and David W. Smalley (Corporate Secretary).
About Illumisoft Lighting Corp.
Illumisoft Lighting Corp. (TSXV:UVC) is a Canadian technology company focused on improving the environmental quality of indoor spaces. Illumisoft combines two complementary business lines: SaniLume, Canada’s only Health Canada-registered upper-room germicidal UVC air disinfection system for occupied commercial spaces, and a portfolio of award-winning commercial LED lighting fixtures used in offices, healthcare facilities, government buildings, and educational institutions.
SaniLume continuously reduces airborne pathogen loads in occupied indoor environments without disrupting occupants, and has demonstrated leading performance in independent aerobiology chamber testing. The Company’s LED products have been recognized among North America’s top-performing luminaires for energy efficiency and glare control, and are aligned with government procurement and building modernization programs.
With 20 granted U.S. patents, an active research program in Far-UVC technology, and early-stage commercial deployments underway, Illumisoft is positioned at the intersection of infection-resilient building design and the broader indoor air quality market.
Cautionary Statements
The TSX Venture Exchange has not in any way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this news release. Neither the TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.
This news release contains forward-looking statements that involve known and unknown risks, uncertainties, assumptions, and other factors that may cause actual results to differ materially from those expressed or implied by such statements.
