VANCOUVER, British Columbia, November 12, 2024 – TheNewswire – Astron Connect Inc. (TSX-V: AST) (“Astron” or the “Company”) is pleased to announce closing of its previously announced non-brokered private placement offering (the “Offering”) of 13,333,335 common shares of the Company (each, a “Share”) at a price of $0.03 per Share for the aggregate gross proceeds of up to $400,000. Please refer to the Company’s news release dated November 1, 2024 for further details.

 

The aggregate number of Shares issued does not exceed 100% of the number of common shares issued and outstanding, on a non-diluted basis.

 

The gross proceeds from the Offering will be used for general working capital and will not be used for any investor relations activities. Out of the gross proceeds of the Offering, $40,000 will be used to pay the accrued fees from non-arm’s length parties including directors and officers. There is no specific use which will represent 10% or more of the gross proceeds of the Offering

 

The closing of the Offering is subject to certain conditions including, but not limited to, the final approval of the TSX Venture Exchange (the “Exchange”). The Shares issued under the Offering are subject to a statutory four (4) months and one day hold period expiring on March 13, 2025.

 

Subject to the final approval of the Exchange, the finder’s fee of $32,000 cash is paid in connection with the Private Placement to an arm’s length finder.

 

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.

 

ABOUT ASTRON CONNECT

 

Astron Connect Inc. 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.

      

For more information, please contact:

 

S. Randall Smallbone Chairman of the Board Astron Connect Inc. rsmallbone@cogeco.ca

 

Notice regarding forward looking statements:

 

This press release may contain “forward-looking information” within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein may be forward-looking information. Generally, forward-looking information may be identified by the use of forward-looking terminology such as “plans” “expects” or “does not expect”, “proposed”, “is expected”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. This forward-looking information reflects the current beliefs of Astron and is based on information currently available to Astron and on assumptions Astron believes are reasonable. These assumptions include, but are not limited to, management’s assumptions about receiving TSXV acceptance of the Transaction as constituting Astron’s “qualifying transaction”.

 

Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Astron to be materially different from those expressed or implied by such forward-looking information. Although Astron has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward- looking information as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. 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 press release are expressly qualified by this cautionary

statement.

 

The forward-looking statements contained in this press release represent the expectations of Astron as of the date of this press release and, accordingly, are subject to change after such date. However, Astron expressly 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 expressly required by applicable securities law.

 

Investors are cautioned that, except as disclosed in the filing statement 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 a capital pool company should be considered highly speculative.

 

The TSX Venture Exchange has in no way passed on the merits of the Transaction and has neither approved or disapproved the contents of this press release.

 

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