Astron Connect Inc. enters into Definitive Share Exchange Agreement with Innolink Network Ltd.

Executive Summary

• Astron Connect Inc. entered into a definitive share‑exchange agreement to acquire all issued and outstanding common shares of Innolink Network Ltd., effecting a reverse takeover and change of business.
• The transaction will issue 75 million Astron Shares to Innolink shareholders on a pro‑rata basis and is expected to close by November 30, 2025, subject to TSXV approval.
• Concurrently, Astron plans a non‑brokered private placement of units at $0.05 per unit (each unit = 1 share + 1 warrant) to raise up to $2.3 million; each warrant allows purchase of an additional share at $0.05 for three years.

Key Details

• Transaction Structure: Share‑exchange; Innolink shareholders receive 75,000,000 Astron Shares (pro‑rata).
• Resulting Ownership Post‑Closing: ~54.8 % to former Innolink shareholders, ~8.85 % to existing Astron shareholders, ~2.74 % to a finder, ~33.61 % to private‑placement subscribers; total expected shares ≈ 342,146,236.
• Anti‑Dilution Right: For five years after closing, Seikou Japan Co. Ltd. (major Innolink shareholder) may maintain its percentage ownership in the Resulting Issuer.
• Board & Management Reconstitution: Post‑closing board to consist of five directors (S. Randall Smallbone, Iris Duan, Herrick Lau, Wei Kang, Jacky Zhang); Smallbone, Duan, and Zhang to become officers.
• Concurrent Financing Terms:
• Units priced at $0.05 each.
• Each unit = 1 Astron Share + 1 warrant (exercise price $0.05, three‑year term).
• Gross proceeds target: up to $2,300,000.
• Finders’ fees may be payable.
• Regulatory Conditions: Transaction subject to TSXV conditional approval, shareholder approvals (if required), cancellation of existing convertible securities, settlement of Innolink’s shareholder loans, and reliance on NI 45‑106 prospectus exemption for share issuance.
• Trading Halt: Astron shares halted pending transaction completion; expected to remain halted until closing.
• Name Change & Symbol: Resulting issuer will adopt a new name (to be agreed) and a new TSXV ticker symbol, seeking Tier 2 technology issuer status.
• Sponsorship Waiver: Company will apply for a waiver from the TSXV sponsorship requirement; no guarantee of approval.

Notable Quotes

“The proposed transaction represents a strategic transformation that positions Astron Connect to leverage Innolink’s AI and HPC capabilities while providing our shareholders with a clear path to growth.” – S. Randall Smallbone, Chairman and Director, Astron Connect Inc.