Astron Connect Inc. enters into Revised Letter of Intent to acquire Innolink Network Ltd.
(TheNewswire)
VANCOUVER, BRITISH COLUMBIA,Septembe r 12 , 2025 – TheNewswire - Astron Connect Inc. (TSXV: AST) (the “ Company ”) ispleased to announce that it has entered into a revised non-bindingletter of intent (the “ LOI ”) dated September 12 , 2025, with Innolink Network Ltd.(“ Innolink ”), a private arm's length British Columbiaincorporated company headquartered in Richmond, British Columbia. TheLOI supersedes and replaced the LOI dated August 29, 2025. Innolink isa Canadian technology firm specializing in secure, customizable, andend-to-end artificial intelligence (“ AI” ) infrastructureand enterprise-grade private deployment solutions. Pursuant to theLOI, the Company will acquire all the issued and outstanding commonshares of Innolink (the “ Transaction ”) and in connection with theTransaction, the Company intends to complete a non-brokered privateplacement to raise gross proceeds of up to $2,300,000 (the“ ConcurrentFinancing ”). The LOI is to be superseded by adefinitive agreement (the “ Definitive Agreement ”) to be signed in duecourse.
The Transaction is subject to the approval of the TSXVenture Exchange (the “ TSXV ”) and is intended to constitute achange of business and reverse takeover of the Company by Innolink asdefined in TSXV Policy 5.2 – Change of Business and Reverse Takeovers . Thecombined company that will result from the completion of theTransaction (thereafter referred to as the “ Resulting Issuer ”)will be renamed to a name as agreed to by Innolink (the“ Name Change ”). Subject to TSXV approval, the common shares of theResulting Issuer will trade on the TSXV under a new trading symbol tobe determined by the parties and the Resulting Issuer will seek to belisted as a Tier 2 technology issuer.
The Transaction is an Arm’s Length Transaction (assuch term is defined in TSXV Policy 1.1 – Interpretation ) and,in connection with the announcement of the Transaction, trading in thecommon shares of the Company (the “ Astron Shares ”) hasbeen halted and is expected to remain halted until the closing (the“ Closing ”) of the Transaction. The Company and Innolink anticipatethat the Closing will occur on or before October 31, 2025 or suchother date as may be agreed to by the Parties.
About Innolink
Innolink is a technology firm specializing in secure,customizable, and end-to-end AI infrastructure and enterprise-gradeprivate deployment solutions. It focuses on enabling small tomedium-sized enterprises (“ SMEs ”) to access high-performance computing(“ HPC ”) capabilities, custom AI model development, andInfrastructure as a Service (“ IaaS ”).
Innolink’s first business was short-term leasing ofH100-based GPU clusters in early 2025, the sale of refurbished HPCservers to Malaysia clients in May 2025, and the design and deploymentof AI Point-of-Presence (“ POP ”) sites in Vancouver in June 2025 andTokyo in July 2025. Innolink was dedicated to extensive research anddevelopment in the AI infrastructure landscape, concentrating ontesting and validating enterprise-grade private AI deploymentframeworks. These efforts included real-world implementations ofKubernetes-based orchestration, Retrieval-Augmented Generation(“ RAG ”), Knowledge Graphs, Dify/N8N pipelines, vLLM inference,Model Context Protocol and Agent-to-Agent communicationframeworks.
Recently, Innolink has focused its efforts ondeveloping its HPC Infrastructure & System Integration business.Innolink provides end-to-end AI infrastructure solutions, delivering afully integrated technology stack that supports the entire AIlifecycle, from foundational hardware to secure, production-gradeapplications. This business line combines advanced HPC capabilitieswith deep expertise in AI system integration, enabling clients torapidly deploy, optimize, and scale in-house or self-hosted AIenvironments.
Innolink’s integrated approach spans six corelayers:
i. Hardware Layer : High-performance GPU clusters, HPC servers with GPUs,high-speed networking, and scalable storage systems.
ii. System Layer : Kubernetes-based orchestration, containerized deployment,and optimized operating environments.
iii. AI FrameworkLayer : Training and inference frameworks such asPyTorch, TensorFlow, TensorRT, and vLLM.
iv. Data MiddlewareLayer : RAG, knowledge graphs, and automationpipelines (e.g., Dify, N8N).
v. Application Layer: AI model customization, intelligent agent platforms, andindustry-specific AI solutions.
vi. Security OperationsLayer : Data governance, access control,monitoring, and compliance frameworks.
This holistic architecture eliminates the need forfragmented third-party systems, ensuring seamless integration,optimized performance, robust security, and faster time to value fororganizations adopting AI technologies. Innolink’s HPCInfrastructure & System Integration services encompass AIcomputing cluster deployment, including GPU server selection, hardwarearchitecture design, network configuration, Kubernetes-basedorchestration, performance optimization, and long-term systemmaintenance. Innolink is also developing large language models (LLMs)for industries with strict data privacy requirements, such as finance,healthcare, legal, and government.
The following sets forth selected historical financialinformation of Innolink for the year ended June 30, 2025 (managementprepared and unaudited):
Assets: $341,607
Liabilities: $303,454
Revenues: $3,842,635
Net profits (losses): $34,496
The Transaction
It is contemplated that the Transaction will take placeby way of a share exchange, amalgamation and/or other form oftransaction which will result in Innolink becoming a 100% wholly-ownedsubsidiary of the Company or amalgamated into the Company or asubsidiary of the Company, with the final structure for theTransaction to be determined on the basis of securities, tax andcorporate law considerations.
As consideration for the acquisition of Innolink, theCompany anticipates issuing up to 75,000,000 Astron Shares to theshareholders of Innolink (the “ Innolink Shareholders ”) in exchange for allof Innolink’s issued and outstanding shares (the “ Innolink Shares ”).Immediately prior to closing the Transaction, Innolink will convertall outstanding loans it will receive from the Innolink Shareholdersinto 15,000,000 Innolink Shares which will be exchanged for anaggregate of 15,000,000 Astron Shares, which form part of the maximumaggregate 75,000,000 Astron Shares that may be issued as considerationfor the Transaction.
Subject to the receipt of all required approvals, for aperiod of five years commencing on the date of Closing (the“ Anti-DilutionPeriod ”), Seikou Japan Co. Ltd.(“ Seikou ”), a majority shareholder of Innolink, will be granted ananti-dilution right to maintain its aggregate percentage ownership inthe Resulting Issuer Shares (as defined herein).
The ConcurrentFinancing
In connection with the Transaction, the Company willundertake the Concurrent Financing consisting of a non-brokeredprivate placement of units of the Company (each, a “Unit ”) at aprice of $0.05, or such other minimum price as required by the TSXV,per Unit to raise aggregate gross proceeds of up to $2,300,000. EachUnit shall be comprised of one Astron Share and one warrant topurchase one Astron Share (each, an “ Astron Warrant ”)with each Astron Warrant entitling the holder thereof to acquire oneadditional Astron Share at an exercise price of $0.05 for a period ofthree years. Finders’ fees may be payable in connection with theConcurrent Financing.
Change of Officersand Directors
Upon the completion of the Transaction and subject toprior acceptance by the TSXV, it is expected that the Company’sboard of directors will be restructured to consist of five directors,with at least two directors nominated by the former InnolinkShareholders and at least three directors nominated by the Company(collectively, the “ BoardReconstitution ”). As of the date hereof, theCompany anticipates that the directors of the Resulting Issuer will beS. Randall Smallbone, Iris Duan, Herrick Lau, Wei Kang, and one moreto be nominated by Innolink prior to Closing. In addition, the Companyanticipates that S. Randall Smallbone, Iris Duan, and one moreindividual will be appointed as officers of the Company (collectively,the “ ManagementReconstitution ”).
S. Randall Smallbone – President,Chief Executive Officer and Director
Mr. S. Randall Smallbone is a financial executive withmore than 30 years’ operational experience in global manufacturingof consumer goods, contract manufacturing, automotive and aerospaceparts. Mr. Smallbone has significant experience in financialmanagement, capital markets, acquisitions, andinvestor relations and holds a CPA/CGA designation. He is the chair ofthe audit committee of Peak Discovery Capital Ltd. (TSXV: PEC.H) andMarvel Bioscience Corp. (TSXV:MRVL).
Iris Duan – Chief FinancialOfficer, Corporate Secretary and Director
Ms. Iris Duan is a senior consultant at MNP LLP. Previously she served as the head and senior partner of MNP’sChina practice for many years, leading the firm’s efforts to providecomprehensive accounting services to Chinese companies and individualsin Canada. Her expertise includes corporate listings, audit, mergersand acquisitions. Ms. Duan holds an MBA from a university inCalifornia and earned her U.S. CPA license in 2002, followed by herCanadian CPA designation in 2008.
Herrick Lau - Director
Mr. Herrick Lau is an experienced investment bankingprofessional who has conducted many public listings and corporatetransactions, providing various advisory services. Mr. Lau wasrecently Managing Director of Baron Global Financial Canada Ltd. Mr.Lau also has experience as a senior financial executive in publiccompanies. Mr. Lau has acted as CFO and/or director for various publiccompanies listed on the Toronto Stock Exchange, the TSXV and the CSE.Mr. Lau is currently a member of the Local Advisory Committee of theTSX Venture Exchange. Mr. Lau obtained his bachelor's andmaster's degrees in Business and Economics from Simon FraserUniversity and is a charter holder of the Chartered Financial Analyst(CFA) designation.
Wei Kang – Director
Mr. Wei Kang was a principal of Wei Kang & Companyretired in 2023. Prior to starting a public practice accounting firm,Mr. Kang was the VP Finance at Centerpoint Resources Inc. from 2007 to2013, a company focusing on the ownership of natural resourceproperties, mine exploration and development, and investment in selectpublic and private companies in the same sector. Mr. Kang obtained hisCPA designation from the Chartered Professional Accountants of BritishColumbia in 2003.
Additional information regarding the nominee directorsand officers of the Resulting Issuer will be also set out in a filingstatement to be prepared by the parties in accordance with thepolicies of the TSXV.
ClosingConditions
Closing is subject to the satisfaction of variousconditions standard for a transaction of this nature, including butnot limited to:
the Company and Innolink obtaining all necessaryconsents, orders and regulatory approvals, including the conditionalapproval of the TSXV, for the Transaction and the ConcurrentFinancing;
the completion of the Concurrent Financing;
the cancellation of any outstanding options, sharepurchase warrants, convertible notes, and any other securitiesexercisable or convertible into Innolink Shares;
the settlement of any outstanding shareholder loans byInnolink; and
approval of the Transaction by the shareholders of theCompany and Innolink, if required by applicable corporate law and thepolicies of the TSXV, as applicable.
The Company intends to rely on Section 2.11 of NationalInstrument 45-106 – Prospectus Exemptions for an exemption fromthe prospectus requirements for the issuance of the Astron Shares tothe Innolink Shareholders.
Assuming the completion of the Transaction as well asthe Concurrent Financing and that no convertible securities of theCompany are exercised prior to Closing, approximately 342,146,236common shares of the Resulting Issuer (each, a “ Resulting Issuer Share ”) are expected to be issued and outstanding on theClosing, of which approximately 54.8% of the Resulting Issuer Shareswill be held by the former Innolink Shareholders, approximately 8.85%of the Resulting Issuer Shares will be held by existing shareholdersof the Company, 2.74% of the Resulting Issuer Shares will be held by afinder in connection with the Transaction, and approximately 33.61% ofthe Resulting Issuer Shares will be held by the subscribers under theConcurrent Financing. Additional information regarding any 10% orgreater shareholders of the Resulting Issuer will be set out in amanagement information circular to be prepared by the parties inaccordance with the policies of the TSXV.
Sponsorship
Sponsorship of the Transaction is required by the TSXVunless exempt or waived in accordance with TSXV policies. The Companyintends to apply for a waiver from the sponsorship requirements. Thereis no assurance that the Company will be able to obtain such awaiver.
Additional Information
All informationcontained in this news release with respect to the Company andInnolink was supplied, for inclusion herein, by each respective partyand each party and its directors and officers have relied on the otherparty for any information concerning such other party.
Completion of theTransaction is subject to a number of conditions, including but notlimited to, TSXV acceptance and if applicable, disinterestedshareholder approval. Where applicable, the Transaction cannot closeuntil the required shareholder approval is obtained. There can be noassurance that the Transaction will be completed as proposed or atall.
Investors arecautioned that, except as disclosed in the management informationcircular or filing statement to be prepared in connection with theTransaction, any information released or received with respect to theTransaction may not be accurate or complete and should not be reliedupon. Trading in the securities of the Company should be consideredhighly speculative.
The TSX VentureExchange Inc. has in no way passed upon the merits of the proposedTransaction and has neither approved nor disapproved the contents ofthis news release.
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 emerging world. Astron Connect brings Canadian food andbeverage companies to the world through its extensive connections andexport logistics capabilities in China and emerging markets. MannaWater and Sachiel Water (both Astron brands) supply China and otheremerging markets with pure Canadian bottled spring water. For moreinformation, visit www.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
Certain statements in this newsrelease are forward-looking statements, which reflect the expectationsof management regarding the Company’s completion of the Transactionand related transactions. Forward-looking statements consist ofstatements that are not purely historical, including any statementsregarding beliefs, plans, expectations or intentions regarding thefuture, including but not limited to, the Company and Innolinkentering into the Definitive Agreement, the Company and Innolinkcompleting the Transaction, the completion of the ConcurrentFinancing, the conditions to be satisfied for completion of theTransaction, completion of each of the Name Change, the name andbusiness carried on by the Resulting Issuer, the reliance on aprospectus exemption for the issuance of the Astron Shares to beissued in connection with the Transaction, and obtaining a waiver fromthe TSXV sponsorship requirements. Such statements are subject toassumptions, risks and uncertainties that may cause actual results,performance or developments to differ materially from those containedin the statements, including risks related to factors beyond thecontrol of the Company. The risks include the following: the requisitecorporate and shareholders approvals of the directors and shareholdersof the Company or Innolink, as applicable, may not be obtained; theCompany may be unable to close the Concurrent Financing in full or inpart; the TSXV may not approve the Transaction, including theAnti-Dilution Right; that the parties may be unable to satisfy theclosing conditions in accordance with the terms and conditions of theDefinitive Agreement; and other risks that are customary totransactions of this nature. 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. Thereader is cautioned not to place undue reliance of any forward-lookingstatements. Such information, although considered reasonable bymanagement at the time of preparation, may prove to be incorrect andactual results may differ materially from those anticipated.Forward-looking statements contained in this news release areexpressly qualified by this cautionary statement. The forward-lookingstatements contained in this news release are made as of the date ofthis news release. The Company disclaims any intention or obligationto update or revise any forward-looking statements, whether as aresult of new information, future events or otherwise, except asrequired by law.
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.
Copyright (c) 2025 TheNewswire - All rights reserved.
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