Astron Connect — M&A Activity 2025

Nov 8, 2025

51-102F3
MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

Astron Connect Inc. (the "Company")
666 Burrard Street, Suite 500
Vancouver, BC V6C 3P6

Item 2 Date of Material Change

October 27, 2025

Item 3 News Release

The news release dated October 27, 2025 was disseminated through Newswire on October 27, 2025.

Item 4 Summary of Material Change

The Company announced that, further to its news releases dated August 29, 2025 and September 12, 2025, it entered into a definitive share exchange agreement (the "Agreement") dated October 27, 2025, with Innolink Network Ltd. ("Innolink"), a private arm's length British Columbia incorporated company headquartered in Richmond, British Columbia.

Pursuant to the Agreement, 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").

Item 5 Full Description of Material Change

5.1 Full Description of Material Change

On October 27, 2025, the Company entered into the Agreement with Innolink pursuant to which the Company will acquire all the issued and outstanding common shares of Innolink. Innolink is a Canadian technology firm specializing in secure, customizable, and end-to-end artificial intelligence ("AI") infrastructure and enterprise-grade private deployment solutions.

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. 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

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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.

The Transaction

The Transaction will be completed by way of a share exchange, pursuant to which the shareholders of Innolink (the “Innolink Shareholders”) will transfer all of their common shares in the capital of Innolink (the “Innolink Shares”) to the Company. In consideration for the Innolink Shares, the Company will issue an aggregate of 75,000,000 Astron Shares to the Innolink Shareholders, distributed on a pro-rata basis according to each Innolink Shareholder’s holdings in Innolink.

Subject to the receipt of all required approvals, for a period of five years commencing on the date of Closing, Seikou Japan Co. Ltd., 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 Company anticipates closing the Transaction by November 30, 2025.

The Concurrent Financing

In connection with the Transaction, the Company is undertaking the Concurrent Financing, consisting of a non-brokered private placement of units of the Company (each, a “Unit”) at a price of $0.05 per Unit to raise aggregate gross proceeds of up to $2,300,000. Each Unit is 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, the Company’s board of directors will be restructured to consist of tentatively five directors. Pursuant to the Agreement, the Company anticipates that the directors of the Resulting Issuer will be S. Randall Smallbone, Iris Duan, Herrick Lau, Wei Kang, and Jacky Zhang, prior to Closing. In addition, S. Randall Smallbone, Iris Duan, and Jacky Zhang will be appointed as officers of the Company.

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.

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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 filing statement 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.

5.2 Disclosure for Restructuring Transactions

N/A

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Item 6 Reliance on subsection 7.1(2) or (3) of National Instrument 51-102
N/A

Item 7 Omitted Information
None

Item 8 Executive Officer
S. Randall Smallbone, Chairman and Director, 778.829.8686

Item 9 Date of Report
October 31, 2025