Astron Connect Inc. enters into Letter of Intent to acquire Innolink Network Ltd.

VANCOUVER, BRITISH COLUMBIA, August 29, 2025 – TheNewswire – Astron Connect Inc. (TSXV: AST) (the “Company”) is pleased to announce that it has entered into a non-binding letter of intent (the “LOI”) dated August 29, 2025, with Innolink Network Ltd. (“Innolink”), a private arm’s length British Columbia incorporated company headquartered in Richmond, British Columbia. Innolink is a Canadian technology firm specializing in secure, customizable, and end-to-end artificial intelligence (“AI”) infrastructure and enterprise-grade private deployment solutions. Pursuant to the LOI, the Company will acquire all the issued and outstanding common shares of Innolink (the “Transaction”) and in connection with the Transaction, the Company intends to complete a non-brokered private placement to raise gross proceeds of up to $2,300,000 (the “Concurrent Financing”). The LOI is to be superseded by a definitive agreement (the “Definitive Agreement”) to be signed in due course.

The Transaction is subject to the approval of the TSX Venture Exchange (the “TSXV”) and is intended to constitute a change of business and reverse takeover of the Company by Innolink as defined in TSXV Policy 5.2 – Change of Business and Reverse Takeovers. The combined company that will result from the completion of the Transaction (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 the Resulting Issuer will trade on the TSXV under a new trading symbol to be determined by the parties and the Resulting Issuer will seek to be listed as a Tier 2 technology issuer.

The Transaction is an Arm’s Length Transaction (as such term is defined in TSXV Policy 1.1 – Interpretation) and, in connection with the announcement of the Transaction, trading in the common shares of the Company (the “Astron Shares”) has been halted and is expected to remain halted until the closing (the “Closing”) of the Transaction. The Company and Innolink anticipate that the Closing will occur on or before October 31, 2025.

About Innolink

Innolink is a technology firm specializing in secure, customizable, and end-to-end AI infrastructure and enterprise-grade private deployment solutions. It focuses on enabling small to medium-sized enterprises (“SMEs”) to access high-performance computing (“HPC”) capabilities, custom AI model development, and Infrastructure as a Service (“IaaS”).

Innolink’s first business was short-term leasing of H100-based GPU clusters in early 2025, the sale of refurbished HPC servers to Malaysia clients in May 2025, and the design and deployment of AI Point-of-Presence (“POP”) sites in Vancouver in June 2025 and Tokyo in July 2025. Innolink was dedicated to extensive research and development in the AI infrastructure landscape, concentrating on testing and validating enterprise-grade private AI deployment frameworks. These efforts included real-world implementations of Kubernetes-based orchestration, Retrieval-Augmented Generation (“RAG”), Knowledge Graphs, Dify/N8N pipelines, vLLM inference, Model Context Protocol and Agent-to-Agent communication frameworks.

Recently, Innolink has focused its efforts on developing its HPC Infrastructure & System Integration business. Innolink provides end-to-end AI infrastructure solutions, delivering a fully integrated technology stack that supports the entire AI lifecycle, from foundational hardware to secure, production-grade applications. This business line combines advanced HPC capabilities with deep expertise in AI system integration, enabling clients to rapidly deploy, optimize, and scale in-house or self-hosted AI environments.

Innolink’s integrated approach spans six core layers:

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 Framework Layer: Training and inference frameworks such as PyTorch, TensorFlow, TensorRT, and vLLM.

iv. Data & Middleware Layer: RAG, knowledge graphs, and automation pipelines (e.g., Dify, N8N).

v. Application Layer: AI model customization, intelligent agent platforms, and industry-specific AI solutions.

vi. Security & Operations Layer: Data governance, access control, monitoring, and compliance frameworks.

This holistic architecture eliminates the need for fragmented third-party systems, ensuring seamless integration, optimized performance, robust security, and faster time to value for organizations adopting AI technologies. Innolink’s HPC Infrastructure & System Integration services encompass AI computing cluster deployment, including GPU server selection, hardware architecture design, network configuration, Kubernetes-based orchestration, performance optimization, and long-term system maintenance. 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 financial information of Innolink for the year ended June 30, 2025 (management prepared 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 place by way of a share exchange, amalgamation and/or other form of transaction which will result in Innolink becoming a 100% wholly-owned subsidiary of the Company or amalgamated into the Company or a subsidiary of the Company, with the final structure for the Transaction to be determined on the basis of securities, tax and corporate law considerations.

As consideration for the acquisition of Innolink, the Company anticipates issuing up to 187,500,000 Astron Shares to the shareholders of Innolink (the “Innolink Shareholders”) in exchange for all of Innolink’s issued and outstanding shares (the “Innolink Shares”). Immediately prior to closing the Transaction, Innolink will convert all outstanding loans it will receive from the Innolink Shareholders into 37,500,000 Innolink Shares which will be exchanged for an aggregate of 37,500,000 Astron Shares, which form part of the maximum aggregate 187,500,000 Astron Shares that may be issued as consideration for the Transaction.  

Subject to the receipt of all required approvals, for a period of five years commencing on the date of Closing (the “Anti-Dilution Period”), Seikou Japan Co. Ltd. (“Seikou”), a majority shareholder of Innolink, will be granted an anti-dilution right to maintain its aggregate percentage ownership in the Resulting Issuer Shares (as defined herein).

The Concurrent Financing

In connection with the Transaction, the Company will undertake the Concurrent Financing consisting of a non-brokered private placement of units of the Company (each, a “Unit”) at a price of $0.02, or such other minimum price as required by the TSXV, per Unit to raise aggregate gross proceeds of up to $2,300,000. Each Unit shall be comprised of one Astron Share and one warrant to purchase one Astron Share (each, an “Astron Warrant”) with each Astron Warrant entitling the holder thereof to acquire one additional Astron Share at an exercise price of $0.05 for a period of three years. Finders’ fees may be payable in connection with the Concurrent Financing.

Change of Officers and Directors

Upon the completion of the Transaction and subject to prior acceptance by the TSXV, it is expected that the Company’s board of directors will be restructured to consist of five directors, with at least two directors nominated by the former Innolink Shareholders and at least three directors nominated by the Company (collectively, the “Board Reconstitution”). As of the date hereof, the Company anticipates that the directors of the Resulting Issuer will be S. Randall Smallbone, Iris Duan, Herrick Lau, Wei Kang, and one more to be nominated by Innolink prior to Closing. In addition, the Company anticipates that S. Randall Smallbone, Iris Duan, and one more individual will be appointed as officers of the Company (collectively, the “Management Reconstitution”).

S. Randall Smallbone – President, Chief Executive Officer and Director

Mr. S. Randall Smallbone is a financial executive with more than 30 years’ operational experience in global manufacturing of consumer goods, contract manufacturing, automotive and aerospace parts. Mr. Smallbone has significant experience in financial management, capital markets, acquisitions, and investor relations and holds a CPA/CGA designation. He is the chair of the audit committee of Peak Discovery Capital Ltd. (TSXV: PEC.H) and Marvel Bioscience Corp. (TSXV:MRVL).

Iris Duan – Chief Financial Officer, 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’s China practice for many years, leading the firm’s efforts to provide comprehensive accounting services to Chinese companies and individuals in Canada.  Her expertise includes corporate listings, audit, mergers and acquisitions.  Ms. Duan holds an MBA from a university in California and earned her U.S. CPA license in 2002, followed by her Canadian CPA designation in 2008.

Herrick Lau – Director

Mr. Herrick Lau is an experienced investment banking professional who has conducted many public listings and corporate transactions, providing various advisory services. Mr. Lau was recently Managing Director of Baron Global Financial Canada Ltd. Mr. Lau also has experience as a senior financial executive in public companies. Mr. Lau has acted as CFO and/or director for various public companies listed on the Toronto Stock Exchange, the TSXV and the CSE. Mr. Lau is currently a member of the Local Advisory Committee of the TSX Venture Exchange. Mr. Lau obtained his bachelor’s and master’s degrees in Business and Economics from Simon Fraser University and is a charter holder of the Chartered Financial Analyst (CFA) designation.

Wei Kang – Director

Mr. Wei Kang was a principal of Wei Kang & Company retired in 2023. Prior to starting a public practice accounting firm, Mr. Kang was the VP Finance at Centerpoint Resources Inc. from 2007 to 2013, a company focusing on the ownership of natural resource properties, mine exploration and development, and investment in select public and private companies in the same sector. Mr. Kang obtained his CPA designation from the Chartered Professional Accountants of British Columbia in 2003.

Additional information regarding the nominee directors and officers of the Resulting Issuer will be also set out in a filing statement to be prepared by the parties in accordance with the policies of the TSXV.

Closing Conditions

Closing is subject to the satisfaction of various conditions standard for a transaction of this nature, including but not limited to:

• the Company and Innolink obtaining all necessary consents, orders and regulatory approvals, including the conditional approval of the TSXV, for the Transaction and the Concurrent Financing; 

• the completion of the Concurrent Financing; 

• the cancellation of any outstanding options, share purchase warrants, convertible notes, and any other securities exercisable or convertible into Innolink Shares;  

• the settlement of any outstanding shareholder loans by Innolink; and  

• approval of the Transaction by the shareholders of the Company and Innolink, if required by applicable corporate law and the policies of the TSXV, as applicable. 

The Company intends to rely on Section 2.11 of National Instrument 45-106 – Prospectus Exemptions for an exemption from the prospectus requirements for the issuance of the Astron Shares to the Innolink Shareholders.

Assuming the completion of the Transaction as well as the Concurrent Financing and that no convertible securities of the Company are exercised prior to Closing, approximately 342,146,236 common shares of the Resulting Issuer (each, a “Resulting Issuer Share”) are expected to be issued and outstanding on the Closing, of which approximately 54.8% of the Resulting Issuer Shares will be held by the former Innolink Shareholders, approximately 8.85% of the Resulting Issuer Shares will be held by existing shareholders of the Company, 2.74% of the Resulting Issuer Shares will be held by a finder in connection with the Transaction, and approximately 33.61% of the Resulting Issuer Shares will be held by the subscribers under the Concurrent Financing. Additional information regarding any 10% or greater shareholders of the Resulting Issuer will be set out in a management information circular to be prepared by the parties in accordance with the policies of the TSXV.

Sponsorship

Sponsorship of the Transaction is required by the TSXV unless exempt or waived in accordance with TSXV policies. The Company intends to apply for a waiver from the sponsorship requirements. There is no assurance that the Company will be able to obtain such a waiver.

Additional Information

All information contained in this news release with respect to the Company and Innolink was supplied, for inclusion herein, by each respective party and each party and its directors and officers have relied on the other party for any information concerning such other party.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable, disinterested shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this news release.

About Astron Connect Inc.

Astron Connect Inc. (TSX-V:AST) helps Canadian enterprises in the food and beverage industry break through the noise and bring their products to new international markets in the emerging world. Astron Connect brings Canadian food and beverage companies to the world through its extensive connections and export logistics capabilities in China and emerging markets. Manna Water and Sachiel Water (both Astron brands) supply China and other emerging markets with pure Canadian bottled spring water. For more information, visit www.astronconnect.com.

ON BEHALF OF THE BOARD OF DIRECTORS

“S. Randall Smallbone”

Chairman and Director

For additional information, please contact Randy Smallbone at:

Astron Connect Inc.

Tel: 778-829-8686

Email: [email protected]

Forward Looking Statements

Certain statements in this news release are forward-looking statements, which reflect the expectations of management regarding the Company’s completion of the Transaction and related transactions. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future, including but not limited to, the Company and Innolink entering into the Definitive Agreement, the Company and Innolink completing the Transaction, the completion of the Concurrent Financing, the conditions to be satisfied for completion of the Transaction, completion of each of the Name Change, the name and business carried on by the Resulting Issuer, the reliance on a prospectus exemption for the issuance of the Astron Shares to be issued in connection with the Transaction, and obtaining a waiver from the TSXV sponsorship requirements. Such statements are subject to assumptions, risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements, including risks related to factors beyond the control of the Company. The risks include the following: the requisite corporate and shareholders approvals of the directors and shareholders of the Company or Innolink, as applicable, may not be obtained; the Company may be unable to close the Concurrent Financing in full or in part; the TSXV may not approve the Transaction, including the Anti-Dilution Right; that the parties may be unable to satisfy the closing conditions in accordance with the terms and conditions of the Definitive Agreement; and other risks that are customary to transactions of this nature. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them. The reader is cautioned not to place undue reliance of any forward-looking statements. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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