Astron Connect Inc. Announces Non-Brokered Subscription Receipt Financing
(TheNewswire)
VANCOUVER, BRITISH COLUMBIA,December 31, 2025 – TheNewswire - Astron Connect Inc. (TSXV: AST) (the “Company”) announcesthat, further to its news release dated September 12, 2025 and October 27, 2025, the Company intends to conduct a non-brokeredprivate placement of up to 46,000,000 subscription receipts (each,a “SubscriptionReceipt”) of the Company at a price of $0.05per Subscription Receipt for aggregate gross proceeds of up to$2,300,000 (the “Offering”), instead of the previouslyannounced non-brokered private placement of units of the Company.
Each Subscription Receipt will, subject to thefulfillment 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 onecommon share in the capital of the Company (each, a “Share”) and oneShare purchase warrant (each, a “Warrant”)exercisable into one additional Share (each, a “Warrant Share”) atan 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“EscrowedProceeds”) will be held in escrow by theCompany and shall be released immediately upon the satisfaction,amongst other things, of (i) the completion or satisfaction or waiverof all conditions precedent to the Company’s reverse takeovertransaction with Innolink Network Ltd. (the “Transaction”),other than the release of the Escrowed Proceeds, (ii) the receipt ofall required shareholder and regulatory approvals (including anyrequired 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 SubscriptionReceipts being exempt from applicable prospectus requirements ofapplicable securities laws (together, the “Escrow Release Conditions”).
In the event the Escrow Release Conditions are notsatisfied 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 Companyand Innolink, the Company shall return to the holders of theSubscription Receipts their pro rata share of the Escrowed Proceedsplus any accrued interest earned thereon (less applicable withholdingtax) and the Subscription Receipts will be cancelled and of no furtherforce and effect.
Assuming the fulfillment of the Escrow ReleaseConditions on or prior to the Escrow Release Deadline, the EscrowedProceeds plus any accrued interest earned thereon will be used forhardware purchases, infrastructure and technology upgrades and generalworking capital purposes.
For more information on the Transaction, see theCompany’s News Release of October 27,2025 filed under its profile on SEDAR+.
Closing of the Offering is subject to receipt of allnecessary regulatory approvals, including from the Exchange. Allsecurities issued in relation to the Offering will be subject to ahold period expiring four months and one day after the closing date ofthe Offering, in accordance with applicable securities laws. Anyparticipation by insiders in the Offering will constitute arelated party transaction under MultilateralInstrument 61-101 – Protection of Minority Security Holders in SpecialTransactions (“MI 61-101”) but isexpected to be exempt from the formal valuation and minorityshareholder approval requirements of MI 61-101. Certain finder’sfees may also be payable to eligible finders in accordance withapplicable laws.
The securities to be issued under theOffering have not been and will not be registered under the U.S.Securities Act of 1933, as amended (the “Securities Act”), and maynot be offered or sold in the United States absent registration or anapplicable exemption from the registration requirements under theSecurities Act. This news release shall not constitute an offer tosell or the solicitation of an offer to buy nor shall there be anysale of the securities in any jurisdiction in which such offer,solicitation or sale would be unlawful.
Astron Connect Inc. (TSX-V:AST) helps Canadianenterprises in the food and beverage industry break through the noiseand bring their products to new international markets in the emergingworld. Astron Connect brings Canadian food and beverage companies tothe world through its extensive connections and export logisticscapabilities in China and emerging markets. Manna Water and SachielWater (both Astron brands) supply China and other emerging marketswith pure Canadian bottled spring water. For more information, visitwww.astronconnect.com.
ON BEHALF OF THE BOARD OF DIRECTORS
“S. RandallSmallbone”
Chairman and Director
For additional information, please contact Randy Smallbone at:
Astron Connect Inc.
Tel: 778-829-8686
Email: rsmallbone@cogeco.ca
This news release containsforward-looking statements and forward-looking information(collectively, “forward-looking statements”) within the meaning ofapplicable Canadian legislation. Forward-looking statements aretypically 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 similarexpressions, which, by their nature, refer to future events or resultsthat may, could, would, might or will occur or be taken or achieved.All statements in this news release that are not purely historical areforward-looking statements and include statements regarding beliefs,plans, expectations and orientations regarding the future including,without limitation: statements with respect to the expectations ofmanagement regarding the Offering; the expectations of managementregarding the use of proceeds of the Offering; the closing of theOffering; and the Company’s anticipated strategies and businessplans, including the Company’s ability to closing the Transaction.Although the Company believes that such statements are reasonable andreflect expectations of future developments and other factors whichmanagement believes to be reasonable and relevant, the Company cangive no assurance that such expectations will prove to be correct. Inmaking the forward-looking statements in this news release, the Company has applied severalmaterial assumptions, including without limitation, that marketfundamentals will support the viability of mineral exploration, thereceipt of any necessary permits, licenses and regulatory approvals inconnection with the business of the Company as well as in relation tothe Offering and closing thereof, including the satisfaction of theEscrow Release Conditions on or prior to the Escrow Release Deadline,the availability of the financing required for the Company to carryout its planned future activities, the Company’s ability to closethe Transaction and the availability of and the ability to retain andattract qualified personnel. No assurance can be given that any of theevents anticipated by the forward-looking statements will occur or, ifthey do occur, what benefits the Company will obtain from them.Readers are cautioned that forward-looking statements are notguarantees of future performance or events and, accordingly, arecautioned not to put undue reliance on forward-looking statements dueto the inherent uncertainty of such statements. The Company does notundertake any obligation to update such forward?looking information whether because of new information, futureevents or otherwise, except as expressly required by applicablelaw.
Neither the TSXVenture Exchange nor its Regulation Services Provider (as that term isdefined in the policies of the TSX Venture Exchange) acceptsresponsibility for the adequacy or accuracy of this release.
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