Astron Connect Inc. Announces Closing of Non-Brokered Subscription Receipt Financing

Executive Summary

• Astron Connect Inc. closed a non‑brokered private placement of 47,800,000 subscription receipts at $0.05 each, raising gross proceeds of $2.39 million.
• The proceeds are held in escrow and will be released upon satisfaction of conditions related to the company’s planned reverse takeover of Innolink Network Ltd., or returned to investors if conditions are not met by Dec 31 2026.
• Funds (plus accrued interest) are earmarked for hardware purchases, infrastructure/technology upgrades, and general working capital.

Key Details

• Offering Size: 47,800,000 subscription receipts at $0.05 per receipt → $2,390,000 gross proceeds.
• Oversubscription: Offering was oversubscribed by 1,800,000 subscription receipts.
• Unit Composition: Each subscription receipt converts (upon escrow release) 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 Arrangement: Proceeds are held in escrow and will be released immediately upon satisfaction (or waiver) of:
  1. Completion or waiver of all conditions precedent to the reverse‑takeover transaction with Innolink Network Ltd., excluding release of escrowed proceeds.
  2. Receipt of required shareholder, regulatory, and TSX Venture Exchange approvals.
  3. Confirmation that the distribution of units is exempt from prospectus requirements.
• Escrow Release Deadline: If conditions are not satisfied by 5:00 p.m. Vancouver time on December 31 2026, proceeds (plus accrued interest, less withholding tax) will be returned to investors and subscription receipts cancelled.
• Use of Proceeds (contingent on escrow release):
• Hardware purchases
• Infrastructure and technology upgrades
• General working capital
• Hold Period: All securities issued are subject to a hold period expiring four months and one day after the closing date, per applicable securities laws.
• Finder’s Fees: No finder’s fees were paid in connection with the offering.
• U.S. Securities Law Disclaimer: The securities have not been registered under the U.S. Securities Act and may not be offered or sold in the United States absent registration or an exemption.

Notable Quotes

• “On behalf of the Board of Directors, we are pleased to have successfully closed this financing, which provides essential capital to advance our strategic initiatives pending the completion of the Innolink transaction.” – S. Randall Smallbone, Chairman and Director.