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Astron Connect Inc (2)
Symbol AST
Shares Issued 30,271,240
Close 2025-08-29 C$ 0.03
Market Cap C$ 908,137
Recent Sedar Documents

ORIGINAL: Astron Connect Inc. Announces Non-Brokered Subscription Receipt Financing

2025-12-31 18:27 ET - News Release

(via TheNewswire)

Astron Connect Inc.

VANCOUVER, BRITISH COLUMBIA, December 31, 2025 – TheNewswire - Astron Connect Inc. (TSXV: AST) (the “ Company ”) announces that, further to its news release dated September 12, 2025 and  October 27, 2025, the Company intends to conduct a non-brokered private placement of up to 46,000,000 subscription receipts (each, a “ Subscription Receipt ”) of the Company at a price of $0.05 per Subscription Receipt for aggregate gross proceeds of up to $2,300,000 (the “ Offering ”), instead of the previously announced non-brokered private placement of units of the Company.

Each Subscription Receipt will, subject to the fulfillment of the Escrow Release Conditions (as defined below), entitle the holder thereof to receive one unit (each, a “ Unit ”) of the Company, with each Unit being comprised of one common share in the capital of the Company (each, a “ Share ”) and one Share purchase warrant (each, a “ Warrant ”) exercisable into one additional Share (each, a “ Warrant Share ”) at an exercise price of $0.05 per Warrant Share for a period of three (3) years from the date of closing of the Offering (the “ Closing ”).

The gross proceeds from the Offering (collectively, the “ Escrowed Proceeds ”) will be held in escrow by the Company and shall be released immediately upon the satisfaction, amongst other things, of (i) the completion or satisfaction or waiver of all conditions precedent to the Company’s reverse takeover transaction with Innolink Network Ltd. (the “ Transaction ”), other than the release of the Escrowed Proceeds, (ii) the receipt of all required shareholder and regulatory approvals (including any required approval required by the TSX Venture Exchange (the “ Exchange ”)) if and as applicable, in connection with Transaction; and (iii) the distribution of the Units underlying the Subscription Receipts being exempt from applicable prospectus requirements of applicable securities laws (together, the “ Escrow Release Conditions ”).

In the event the Escrow Release Conditions are not satisfied on or before 5:00 p.m. (Vancouver time) on December 31 , 2026 (the “ Escrow Release Deadline ”), or such other date as may be agreed upon by the Company and Innolink, the Company shall return to the holders of the Subscription Receipts their pro rata share of the Escrowed Proceeds plus any accrued interest earned thereon (less applicable withholding tax) and the Subscription Receipts will be cancelled and of no further force and effect.

Assuming the fulfillment of the Escrow Release Conditions on or prior to the Escrow Release Deadline, the Escrowed Proceeds plus any accrued interest earned thereon will be used for hardware purchases, infrastructure and technology upgrades and general working capital purposes.

For more information on the Transaction, see the Company’s News Release of October 27, 2025 filed under its profile on SEDAR+ .

Closing of the Offering is subject to receipt of all necessary regulatory approvals, including from the Exchange. All securities issued in relation to the Offering will be subject to a hold period expiring four months and one day after the closing date of the Offering, in accordance with applicable securities laws. Any participation by insiders in the Offering will constitute a related party transaction under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”) but is expected to be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101. Certain finder’s fees may also be payable to eligible finders in accordance with applicable laws.

The securities to be issued under the Offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Astron Connect Inc.

Astron Connect Inc. (TSX-V:AST) helps Canadian enterprises in the food and beverage industry break through the noise and bring their products to new international markets in the emerging world. Astron Connect brings Canadian food and beverage companies to the world through its extensive connections and export logistics capabilities in China and emerging markets. Manna Water and Sachiel Water (both Astron brands) supply China and other emerging markets with pure Canadian bottled spring water. For more information, visit www.astronconnect.com.

ON BEHALF OF THE BOARD OF DIRECTORS

“S. Randall Smallbone ”

Chairman and Director

For additional information, please contact Randy Smallbone at:

Astron Connect Inc.

Tel: 778-829-8686

Email: rsmallbone@cogeco.ca

Forward Looking Statements

This news release contains forward-looking statements and forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable Canadian legislation. Forward-looking statements are typically identified by words such as: “believes”, “expects”, “anticipates”, “intends”, “estimates”, “plans”, “may”, “should”, “would”, “will”, “potential”, “scheduled” or variations of such words and phrases and similar expressions, which, by their nature, refer to future events or results that may, could, would, might or will occur or be taken or achieved. All statements in this news release that are not purely historical are forward-looking statements and include statements regarding beliefs, plans, expectations and orientations regarding the future including, without limitation: statements with respect to the expectations of management regarding the Offering; the expectations of management regarding the use of proceeds of the Offering; the closing of the Offering; and the Company’s anticipated strategies and business plans, including the Company’s ability to closing the Transaction. Although the Company believes that such statements are reasonable and reflect expectations of future developments and other factors which management believes to be reasonable and relevant, the Company can give no assurance that such expectations will prove to be correct. In making the forward-looking statements in this news release, the Company has applied several material assumptions, including without limitation, that market fundamentals will support the viability of mineral exploration, the receipt of any necessary permits, licenses and regulatory approvals in connection with the business of the Company as well as in relation to the Offering and closing thereof, including the satisfaction of the Escrow Release Conditions on or prior to the Escrow Release Deadline, the availability of the financing required for the Company to carry out its planned future activities, the Company’s ability to close the Transaction and the availability of and the ability to retain and attract qualified personnel. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them. Readers are cautioned that forward-looking statements are not guarantees of future performance or events and, accordingly, are cautioned not to put undue reliance on forward-looking statements due to the inherent uncertainty of such statements. The Company does not undertake any obligation to update such forward ‐ looking information whether because of new information, future events or otherwise, except as expressly required by applicable law.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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