Astron Connect arranges subscription receipt financing

Executive Summary

• Astron Connect Inc. announced its intention to conduct a non-brokered private placement of up to 46 million subscription receipts at $0.05 each, targeting up to $2.3 million in aggregate gross proceeds.
• The financing is contingent upon and directly tied to a pending reverse takeover transaction with Innolink Network Ltd., with all capital held in escrow until specific regulatory, shareholder, and transactional conditions are satisfied.
• Escrowed funds will be deployed for hardware purchases, infrastructure and technology upgrades, and general working capital, with a firm deadline of December 31, 2026, for the release of proceeds.

Key Details

• Financing Structure & Quantity: Non-brokered private placement of up to 46,000,000 subscription receipts.
• Pricing & Gross Proceeds: $0.05 per subscription receipt, yielding up to $2.3 million in total gross proceeds.
• Underlying Securities: Each subscription receipt entitles the holder to one unit upon escrow release, comprising one common share and one share purchase warrant.
• Warrant Terms: Each warrant is exercisable into one additional common share at an exercise price of $0.05 per share for a period of three years from the closing date of the offering.
• Escrow Release Conditions: Gross proceeds are held in escrow and will be released immediately upon: (i) completion, satisfaction, or waiver of all conditions precedent to the reverse takeover with Innolink Network Ltd. (excluding the escrow release itself); (ii) receipt of all required shareholder and regulatory approvals (including TSX Venture Exchange); and (iii) a prospectus exemption for the distribution of the underlying units.
• Escrow Deadline & Refund Mechanism: If conditions are not satisfied by 5:00 PM Vancouver time on December 31, 2026 (or an agreed alternative date), the company must return a pro rata share of the escrowed proceeds plus accrued interest (less applicable withholding tax) to holders, and the subscription receipts will be cancelled.
• Use of Proceeds: Hardware purchases, infrastructure and technology upgrades, and general working capital.
• Hold Period: All securities issued in connection with the offering will be subject to a statutory hold period of four months and one day following the closing date.
• Regulatory & Compliance Notes: Closing is subject to receipt of all necessary regulatory approvals, including from the exchange. Insider participation will constitute a related party transaction under MI 61-101 but is expected to be exempt from formal valuation and minority shareholder approval requirements. Finders' fees may be payable to eligible finders.
• Prior Context: This offering supersedes a previously announced non-brokered private placement of units, referencing prior company news releases dated September 12, 2025, and October 27, 2025.