Astron Connect Inc. Announces Non-Brokered Subscription Receipt Financing

Executive Summary

• Astron Connect Inc. announced a revised non‑brokered private placement of up to 46 million subscription receipts at $0.05 each, targeting gross proceeds of up to $2.3 million.
• Each subscription receipt will convert into one unit (one common share plus one warrant) upon satisfaction of escrow release conditions tied to the company’s pending reverse‑takeover of Innolink Network Ltd.
• Proceeds (plus accrued interest) are earmarked for hardware purchases, infrastructure and technology upgrades, and general working capital, subject to completion of the transaction and required regulatory approvals.

Key Details

• Offering size: Up to 46,000,000 subscription receipts at $0.05 per receipt → maximum gross proceeds of $2,300,000.
• Conversion mechanics: Each receipt converts into one unit consisting of:
• 1 common share of Astron Connect Inc.
• 1 share purchase warrant exercisable for an additional share at $0.05 per share, valid for three years from closing.
• Escrow Release Conditions (ERC): Proceeds held in escrow will be released only if all of the following are satisfied before 5:00 p.m. Vancouver time on December 31, 2026 (or a later mutually agreed date):
  1. Completion, satisfaction, or waiver of all conditions precedent to the reverse‑takeover transaction with Innolink Network Ltd., excluding release of escrowed proceeds.
  2. Receipt of all required shareholder and regulatory approvals, including TSX Venture Exchange approval where applicable.
  3. Confirmation that the units underlying the subscription receipts are exempt from prospectus requirements.
• If ERC not met: Subscription receipt holders will receive a pro‑rata return of escrowed proceeds plus accrued interest (less withholding tax); receipts will be cancelled.
• Use of proceeds (upon ERC satisfaction): Funding for hardware purchases, infrastructure and technology upgrades, and general working capital.
• Closing conditions: Subject to all necessary regulatory approvals; securities subject to a hold period of four months + one day after closing.
• Related party considerations: Insider participation will be treated as a related‑party transaction under MI 61‑101 but is expected to be exempt from formal valuation and minority shareholder approval requirements.
• Finder’s fees: Certain finder’s fees may be payable to eligible finders in accordance with applicable law.
• U.S. securities law disclaimer: Securities will not be registered under the U.S. Securities Act and cannot be offered or sold in the United States absent registration or an exemption.

Notable Quotes

“The revised private placement structure aligns our financing strategy with the pending reverse‑takeover, providing flexibility while protecting investors,” – S. Randall Smallbone, Chairman and Director.