Mr. Brett Nicholds reports

ILLUMISOFT LIGHTING CORP. ANNOUNCES CLOSING OF ITS QUALIFYING TRANSACTION

Illumisoft Lighting Corp., formerly Gstaad Capital Corp., has completed its previously announced three-cornered amalgamation with Claranova Technologies Inc., constituting its qualifying transaction (as defined by 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.

Ehsan Agahi, chairman of the company, commented: "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. We are all excited for what lies ahead."

The transaction

Prior to the closing of the transaction:

• The company: (a) changed its name from Gstaad Capital to Illumisoft Lighting; and (b) consolidated its common shares on the basis of 0.2 of a postconsolidated common share for every preconsolidation common share, resulting in 1,881,667 postconsolidated common shares outstanding prior to closing of the transaction.
• Gstaad had previously completed a private placement of 21,473,250 subscription receipts, at a price of 30 cents per subscription receipt, for aggregate gross proceeds of $6,441,975. Each subscription receipt has automatically been exchanged for one postconsolidation common share (21,473,250 common shares in total) of the company upon closing of the transaction.

The company acquired all of the issued and outstanding securities of Claranova by way of a three-cornered amalgamation pursuant to which 1572485 B.C. Ltd., a wholly owned subsidiary of the company, and Claranova amalgamated under the Business Corporations Act (British Columbia), and the resulting company, named Claranova Technologies Inc., became a wholly owned subsidiary of the company, which now holds all of the assets of Claranova.

The outstanding common shares of Claranova were exchanged for an aggregate of 22,818,472 postconsolidation common shares of the company. The company also issued a debenture in exchange for an outstanding debenture of Claranova in the principal amount of $333,333 that is repayable on May 4, 2026.

Concurrent with closing of the transaction, the company has: (i) issued 3,540,000 stock options to certain, directors, officers, employees and consultants; and (ii) 425,390 share purchase warrants to finders who introduced investors to the company in respect of the concurrent financing. Other than 500,000 stock options, which are exercisable for two years from issuance and vested immediately, the stock options are exercisable for a period of 10 years from the date of issuance and vest in equal quarterly amounts over two years. Both the stock options and finders' warrants are each exercisable for one postconsolidation common share at a price of 30 cents per common share.

The attached table sets forth the fully diluted capitalization of the company, after giving effect to the transaction.

Board of directors and management of the company

Ehsan Agahi, Brett Nicholds, Michael Johnson, Cameron Groome and Ryan Adam will comprise the board of directors of the company.

Management of the company 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).

Biographies of each of the directors and officers of the company and detailed information regarding the transaction can be found in the filing statement dated March 31, 2026, and filed in connection with the transaction on the company's SEDAR+ profile.

Change of auditor

In connection with the transaction and at the request of the company, Crowe MacKay LLP resigned as the company's auditor, effective April 20, 2026. The company has appointed Kenway Mack Slusarchuk Stewart LLP to serve as auditor of the company, effective April 21, 2026, until the next annual general meeting of shareholders of the company.

About Illumisoft Lighting Corp.

Illumisoft Lighting 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 Illumisoft-branded commercial LED (light-emitting diode) lighting fixtures used in offices, health care 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 under way, Illumisoft is positioned at the intersection of infection-resilient building design and the broader indoor air quality market.

We seek Safe Harbor.